<PAGE>

                                                                  Exhibit (4)A


                                   ECOLAB INC.

                                       AND

                   BANK ONE, NATIONAL ASSOCIATION, AS TRUSTEE
                   (F/K/A THE FIRST NATIONAL BANK OF CHICAGO)

                         AMENDED AND RESTATED INDENTURE

                          DATED AS OF JANUARY 9, 2001

<PAGE>

                                   ECOLAB INC.

                Reconciliation and tie between Trust Indenture Act of 1939, as
amended and Amended and Restated Indenture dated as of November 1, 1996, as
amended and restated as of January 9, 2001

Trust Indenture Act Section                                    Indenture Section
------------------------------------                           -----------------
ss. 310(a)(1) and (2)...........................................6.9, 6.10
      (a)(3) and (4)............................................Not Applicable
      (a)(5)....................................................Not Applicable
      (b).......................................................6.10
      (c).......................................................Not Applicable
ss. 311 ........................................................6.15
ss. 312(a)......................................................4.1, 4.2(a)
      (b).......................................................4.2(b)
      (c).......................................................4.2(c)
ss. 313(a) and (b)..............................................4.4(a)
      (c).......................................................4.4(b)
      (d).......................................................4.4(c)
ss. 314(a)......................................................4.3
      (b).......................................................Not Applicable
      (c)(1)....................................................11.5
      (c)(2)....................................................11.5
      (c)(3)....................................................Not Applicable
      (d).......................................................Not Applicable
      (e).......................................................11.5
      (f).......................................................Not Applicable
ss. 315(a)......................................................6.1
      (b).......................................................5.15
      (c).......................................................6.1
      (d).......................................................6.1, 6.2
      (e).......................................................5.16
ss. 316(a)(last sentence).......................................7.4
      (a)(1)(A).................................................5.2, 5.12
      (a)(1)(B).................................................5.13
      (a)(2)....................................................Not Applicable
      (b).......................................................5.9
      (c).......................................................7.6
ss. 317(a)(1)...................................................5.3
      (a)(2)....................................................5.4
      (b).......................................................6.5
ss. 318(a)......................................................11.7
      (c).......................................................11.7

-----------
Note:  This Cross Reference Sheet is part of this Indenture.


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                                TABLE OF CONTENTS

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ARTICLE IDEFINITIONS................................................................................1
                  1.1      Certain Terms Defined....................................................1

ARTICLE IISECURITIES................................................................................9
                  2.1      Forms Generally..........................................................9
                  2.2      Form of Trustee's Certificate of Authentication.........................10
                  2.3      Amount Unlimited; Issuable in Series....................................11
                  2.4      Execution of Securities.................................................14
                  2.5      Certificate of Authentication...........................................14
                  2.6      Authentication and Delivery of Securities...............................15
                  2.7      Denomination and Date of Securities; Payments of
                           Interest................................................................17
                  2.8      Registration, Transfer and Exchange.....................................17
                  2.9      Mutilated, Defaced, Destroyed, Lost and Stolen
                           Securities..............................................................21
                  2.10     Cancellation of Securities; Destruction Thereof.........................22
                  2.11     Temporary Securities....................................................22
                  2.12     CUSIP Numbers...........................................................23
                  2.13     Computation of Interest.................................................23
                  2.14     Wire Transfers..........................................................23
                  2.15     Payment of Interest, Interest Rights Preserved..........................23

ARTICLE IIICOVENANTS OF THE COMPANY................................................................24
                  3.1      Payment of Principal and Interest.......................................24
                  3.2      Offices for Payments, Etc...............................................25
                  3.3      Appointment to Fill a Vacancy in Office of Trustee......................26
                  3.4      Paying Agents...........................................................26
                  3.5      Written Statement to Trustee............................................27
                  3.6      Luxembourg Publications.................................................27
                  3.7      Limitation on Liens on Stock or Indebtedness of
                           Significant Subsidiaries................................................27
                  3.8      Existence...............................................................27
                  3.9      Waiver of Certain Covenants.............................................28
                  3.10     Calculation of Original Issue Discount..................................28

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ARTICLE IV

<S>                                                                                              <C>
HOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE.....................................................................28
                  4.1      Company to Furnish Trustee with Names and Addresses
                           of Holders..............................................................28
                  4.2      Preservation of Information; Communications to
                           Holders.................................................................28
                  4.3      Reports by the Company..................................................30
                  4.4      Reports by the Trustee..................................................30

ARTICLE VREMEDIES..................................................................................31
                  5.1      Events of Default.......................................................31
                  5.2      Acceleration of Maturity; Rescission and Annulment......................32
                  5.3      Collection of Indebtedness and Suits for Enforcement
                           by Trustee..............................................................33
                  5.4      Trustee May File Proofs of Claim........................................34
                  5.5      Trustee May Enforce Claims Without Possession of
                           Securities or Coupons...................................................35
                  5.6      Application of Money Collected..........................................35
                  5.7      Limitation on Suits.....................................................36
                  5.8      Unconditional Right of Holders to Receive Principal,
                           Premium and Interest....................................................36
                  5.9      Restoration of Rights and Remedies......................................37
                  5.10     Rights and Remedies Cumulative..........................................37
                  5.11     Delay or Omission Not Waiver............................................37
                  5.12     Control by Holders of Securities........................................37
                  5.13     Waiver of Past Defaults.................................................38
                  5.14     Waiver of Stay or Extension Laws........................................38
                  5.15     Notice of Defaults......................................................38
                  5.16     Undertaking for Costs...................................................39

ARTICLE VICONCERNING THE TRUSTEE...................................................................39
                  6.1      Duties and Responsibilities of the Trustee, Prior to
                           Default.................................................................39
                  6.2      Certain Rights of the Trustee...........................................40
                  6.3      Trustee Not Responsible for Recitals, Disposition of
                           Securities or Application of Proceeds Thereof...........................41
                  6.4      Trustee and Agents May Hold Securities or
                           Coupons; Collections; etc...............................................42
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                                       ii

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                  6.5      Moneys Held in Trust....................................................42
                  6.6      Compensation and Indemnification of Trustee and Its
                           Prior Claim.............................................................42
                  6.7      Right of Trustee to Rely on Officer's Certificate, Where
                           No Other Evidence Specifically Prescribed...............................43
                  6.8      Indentures Not Creating Potential Conflicting Interests
                           for the Trustee.........................................................43
                  6.9      Corporate Trustee Required; Persons Eligible for
                           Appointment as Trustee..................................................43
                  6.10     Resignation and Removal; Appointment of Successor
                           Trustee.................................................................44
                  6.11     Acceptance of Appointment by Successor Trustee..........................46
                  6.12     Merger, Conversion, Consolidation or Succession to
                           Business of Trustee.....................................................47
                  6.13     Appointment of Authenticating Agent.....................................47
                  6.14     Compliance with Tax Laws................................................49
                  6.15     Preferential Collection of Claims against Company.......................49

ARTICLE VII

              CONCERNING THE HOLDERS...............................................................49
                  7.1      Evidence of Action Taken by Holders.....................................49
                  7.2      Proof of Execution of Instruments and of Holdings of
                           Securities..............................................................49
                  7.3      Holders to Be Treated as Owners.........................................50
                  7.4      Securities Owned by Company Deemed Not
                           Outstanding.............................................................51
                  7.5      Right of Revocation of Action Taken.....................................51
                  7.6      Record Date for Consents and Waivers....................................52

ARTICLE VIII

             SUPPLEMENTAL INDENTURES...............................................................52
                  8.1      Supplemental Indentures Without Consent of Holders......................52
                  8.2      Supplemental Indentures with Consent of Holders.........................54
                  8.3      Effect of Supplemental Indenture........................................56
                  8.4      Documents to Be Given to Trustee; Execution of
                           Supplemental Indentures.................................................57
                  8.5      Notation on Securities in Respect of Supplemental
                           Indentures..............................................................57

ARTICLE IX

             CONSOLIDATION, MERGER, SALE OR CONVEYANCE.............................................57
                  9.1      Company May Consolidate, etc., on Certain Terms.........................57
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                                      iii

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                  9.2      Successor Company Substituted...........................................58
                  9.3      Opinion of Counsel to Trustee...........................................59

ARTICLE X

             SATISFACTION AND DISCHARGE OF
             INDENTURE; UNCLAIMED MONEYS...........................................................59
                  10.1     Satisfaction and Discharge of Indenture.................................59
                  10.2     Application by Trustee of Funds Deposited for Payment
                           of Securities...........................................................63
                  10.3     Repayment of Moneys Held by Paying Agent................................63
                  10.4     Return of Moneys Held by Trustee and Paying Agent
                           Unclaimed for One Year..................................................63
                  10.5     Indemnity for U.S. Government Obligations...............................64

ARTICLE XI

             MISCELLANEOUS PROVISIONS..............................................................64
                  11.1     Incorporators, Stockholders, Officers and Directors
                           of Company Exempt from Individual Liability.............................64
                  11.2     Provisions of Indenture for the Sole Benefit of Parties
                           and Holders of Securities and Coupons...................................64
                  11.3     Successors and Assigns of Company Bound by
                           Indenture...............................................................64
                  11.4     Notices and Demands on Company, Trustee and Holders
                           of Securities and Coupons...............................................64
                  11.5     Officer's Certificates and Opinions of Counsel, Statements
                           to Be Contained Therein.................................................65
                  11.6     Payments Due on Saturdays, Sundays and Holidays.........................66
                  11.7     Conflict of any Provision of Indenture with Trust
                           Indenture Act...........................................................67
                  11.8     New York Law to Govern..................................................67
                  11.9     Counterparts............................................................67
                  11.10    Effect of Headings......................................................67
                  11.11    Securities in a Foreign Currency........................................67
                  11.12    Judgment Currency.......................................................68
                  11.13    Separability Clause.....................................................68

ARTICLE XII

             REDEMPTION OF SECURITIES AND SINKING FUNDS............................................68
                  12.1     Applicability of Article................................................68
                  12.2     Notice of Redemption, Partial Redemptions...............................69
                  12.3     Payment of Securities Called for Redemption.............................70
                  12.4     Exclusion of Certain Securities from Eligibility for
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                                       iv

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                           Selection for Redemption................................................71
                  12.5     Mandatory and Optional Sinking Funds....................................71
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                                       v

<PAGE>

              THIS AMENDED AND RESTATED INDENTURE, dated as of January 9,
2001, between ECOLAB INC., a Delaware corporation (the "COMPANY"), and BANK
ONE, NATIONAL ASSOCIATION (F/K/A THE FIRST NATIONAL BANK OF CHICAGO), a
national banking association, as trustee (the "TRUSTEE"), amends and restates
the Indenture, dated as of November 1, 1996, between the Company and the
Trustee.

                              W I T N E S S E T H:

              WHEREAS, the Company has duly authorized the issue from time to
time of its unsecured debentures, notes or other evidences of indebtedness, to
be issued in one or more series (the "SECURITIES") up to such principal amount
or amounts as may from time to time be authorized in accordance with the terms
of this Indenture;

              WHEREAS, the Company and the Trustee entered into the Indenture as
of November 1, 1996;

              WHEREAS, the Company and the Trustee have agreed that the
Indenture should be amended and restated in the form hereof; and

              WHEREAS, all things necessary to make this Indenture a valid
indenture and agreement according to its terms have been done.

              NOW, THEREFORE, in consideration of the premises and the purchase
of the Securities by the holders thereof, the Company and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
Holders from time to time of the Securities and of any Coupons as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise requires), for all
purposes of this Indenture and of any indenture supplemental hereto, will have
the respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or are defined therein by
reference to the Securities Act (except as herein otherwise expressly provided
or unless the context otherwise requires), will have the meaning assigned to
such terms in the Trust Indenture Act and in the Securities Act, both as in
force on the date this Indenture was originally executed. All accounting terms
used herein and not expressly defined will have the meanings assigned to such
terms in accordance with generally accepted accounting principles. The words
"HEREIN," "HEREOF," "HEREUNDER" and similar words refer to this Indenture as a
whole and not to any

<PAGE>

particular Article, Section or other subdivision. Terms defined in this Article
include the plural as well as the singular.

                  AUTHENTICATING AGENT has the meaning set forth in Section
6.13.

                  AUTHORIZED NEWSPAPER means a newspaper (which, in the case of
the City of New York, will, if practicable, be THE WALL STREET JOURNAL (Eastern
Edition); in the case of the United Kingdom, will, if practicable, be THE
FINANCIAL TIMES (London Edition); and, in the case of Luxembourg, will, if
practicable, be THE LUXEMBURGER WORT) published in an official language of the
country of publication, customarily published at least once a day for at least
five days in each calendar week and of general circulation in the City of New
York, the United Kingdom or in Luxembourg, as applicable. If it is impractical
in the opinion of the Trustee to make any publication of any notice required
hereby in an Authorized Newspaper, any publication or other notice in lieu
thereof which is made with the approval of the Trustee will constitute a
sufficient publication of such notice.

                  BEARER SECURITY means any Security other than a Registered
Security.

                  BOARD OF DIRECTORS means either the Board of Directors of the
Company or any committee of such Board duly authorized to act on its behalf.

                  BOARD RESOLUTION means a copy of one or more resolutions
certified by the Secretary or an Assistant Secretary of the Company to have been
duly adopted or consented to by the Board of Directors and to be in full force
and effect and delivered to the Trustee.

                  BUSINESS DAY means, with respect to any Security, a day that,
in the city of the principal Corporate Trust Office of the Trustee and in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is neither a Saturday, Sunday, a
legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close.

                  CERTIFICATE OF AUTHENTICATION has the meaning specified in
Section 2.2.

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

                  COMPANY means Ecolab Inc., a Delaware corporation, and,
subject to Article IX, its successors and assigns.

                                       2

<PAGE>

                  COMPANY ORDER means a written statement, request or order of
the Company signed in its name by the Chairman or Vice Chairman of the Board of
Directors, the President, any Vice President or the Treasurer of the Company (or
any other officer performing similar functions).

                  CORPORATE TRUST OFFICE means the office of the Trustee at
which the corporate trust business of the Trustee is, at any particular time,
principally administered, which office is, as of the date on which this
Indenture is dated, located in Chicago, Illinois.

                  c/o      Bank One, National Association
                           Bank One Plaza
                           Suite IL1-0126
                           Chicago, Illinois  60670-0126
                           Attention: Benita Pointer
                           Phone: (312) 407-5252

Where the terms of the Indenture refer to performance in New York, New York the
location and address of the office are as follows:

                           14 Wall Street
                           8th Floor, Window 2
                           New York, NY  10005
                    Attention: Corporate Trust Administration

                  COUPON means any interest coupon appertaining to a Bearer
Security.

                  COVENANT DEFEASANCE has the meaning specified in Section
10.1(c).

                  DEFAULT means any event or condition which, with notice or
lapse of time or both, would become an Event of Default.

                  DEFAULTED INTEREST has the meaning specified in Section 2.15.

                  DEPOSITARY means, with respect to the Securities of any series
issuable in the form of one or more Registered Global Securities, the Person
designated as Depositary by the Company pursuant to Section 2.3 until a
successor Depositary will become such pursuant to the applicable provisions of
this Indenture, and thereafter "DEPOSITARY" means or includes 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,
means the Depositary with respect to the Registered Global Securities of that
series.

                  DOLLAR means the coin or currency of the United States that at
the time of payment is legal tender for the payment of public and private debts.


                                       3
<PAGE>

                  EVENT OF DEFAULT has the meaning specified in Section 5.1.

                  EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.

                  FLOATING RATE SECURITY means a Security which provides for the
payment of interest at a variable rate determined periodically by reference to
an interest rate index or any other index specified pursuant to Section 3.1.

                  FOREIGN CURRENCY means a currency issued by the government of
a country other than the United States.

                  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES means such accounting
principles in the United States as are generally accepted at the time of any
computation.

                  GLOBAL SECURITY means a Security as contemplated by Section
2.3 evidencing all or part of a series of Securities, which in each case have
the same terms, issued to the Depositary for such series or its nominee, and
registered in the name of such Depositary or nominee.

                  HENKEL-ECOLAB JOINT VENTURE means the joint venture formed
pursuant to the Amended and Restated Umbrella Agreement, dated as of June 26,
1991, between the Company and Henkel Kommanditgesellschaft auf Aktien ("HENKEL
KGAA") and the Joint Venture Agreement, dated as of June 26, 1991, between the
Company and Henkel KGaA.

                  HOLDER means (a) in the case of a Registered Security, the
Person in whose name such Security is registered in the Security Register and
(b) in the case of a Bearer Security or any Coupon, the bearer thereof.

                  INCORPORATED PROVISION has the meaning set forth in Section
11.7.

                  INDENTURE means this instrument as originally executed and
delivered, or if amended, supplemented or restated as herein provided, as so
amended, supplemented or restated or any combination thereof, and includes the
forms and terms of particular series of Securities established as contemplated
hereunder.

                  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, and, when used with respect to a Security which provides
for the payment of additional amounts, includes such additional amounts.

                  INTEREST PAYMENT DATE, when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.


                                       4
<PAGE>

                  JOURNAL has the meaning set forth in Section 11.11.

                  JUDGMENT CURRENCY has the meaning set forth in Section 11.12.

                  LIEN means any mortgage, pledge, lien, encumbrance, charge or
security interest of any kind.

                  MANDATORY SINKING FUND PAYMENT has the meaning set forth in
Section 12.5.

                  MARKET EXCHANGE RATE has the meaning set forth in Section
11.11.

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

                  NEW YORK BANKING DAY has the meaning set forth in Section
11.12.

                  NOTICE OF DEFAULT has the meaning set forth in Section 5.1.

                  NON-U.S. PERSON 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.

                  OBLIGATION means every obligation for money borrowed and every
obligation evidenced by a bond, note, debenture or other similar instrument.

                  OFFICER'S CERTIFICATE means a certificate signed by the
Chairman or Vice Chairman of the Board of Directors, the President, or any Vice
President or the Treasurer of the Company and delivered to the Trustee. Each
such certificate shall comply with Section 314 of the Trust Indenture Act and
include the statements provided for in Section 11.5.

                  OPINION OF COUNSEL means an opinion in writing signed by the
General Counsel of the Company or by such other legal counsel who may be an
employee of or counsel to the Company and who shall be satisfactory to the
Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture
Act and include the statements provided for in Section 11.5.

                  ORIGINAL ISSUE DATE of any Security (or portion thereof) means
the earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.


                                       5
<PAGE>

                  ORIGINAL ISSUE DISCOUNT SECURITY means any Security that
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 5.2.

                  OPTIONAL SINKING FUND PAYMENT has the meaning set forth in
Section 12.5

                  OUTSTANDING when used with respect to any series of
Securities, subject to the provisions of Section 7.4, means, as of the date of
determination, all Securities theretofore authenticated and delivered by the
Trustee under this Indenture, except:

                  (1)  Securities  of that  series  theretofore  canceled by the
Trustee or delivered to the Trustee for cancellation;

                  (2) Securities of that series, or portions thereof, for the
payment or redemption of which moneys or U.S. Government Obligations in the
necessary amount (as provided for in Section 10.1) have been deposited in trust
with the Trustee or with any Paying Agent (other than Company) or set aside,
segregated and held in trust by the Company for the Holders of such Securities
(if the Company acts as its own Paying Agent), PROVIDED that if such Securities,
or portions thereof, are to be redeemed prior to the maturity thereof, notice of
such redemption has been given as herein provided, or provision satisfactory to
the Trustee has been made for giving such notice; and

                  (3) Securities which have been paid or in substitution for
which other Securities have been authenticated and delivered pursuant to Section
2.9 (except with respect to any such Security as to which proof satisfactory to
the Trustee is presented that such Security is held by a Person in whose hands
such Security is a legal, valid and binding obligation of the Company).

                  In determining whether the Holders of the requisite principal
amount of Outstanding Securities of any or all series have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, the
principal amount of an Original Issue Discount Security that is deemed to be
Outstanding for such purposes is the amount of the principal thereof that would
be due and payable as of the date of such determination upon a declaration of
acceleration of the maturity thereof pursuant to Section 5.2.

                  PAYING AGENT means any Person authorized by the Company to pay
the principal of or interest on any Securities or Coupons on behalf of the
Company.

                  PERIODIC OFFERING means an offering of Securities of a series
from time to time, the specific terms of which, including, without limitation,
the rate or rates of interest, if any, thereon, the Stated Maturity or
Maturities thereof and the


                                       6
<PAGE>

redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities.

                  PERSON means any individual, corporation, partnership, joint
venture, limited liability company, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  PLACE OF PAYMENT means, when used with respect to the
Securities of any series, the place or places where the principal of and
interest on, the Securities of that series are payable, as contemplated by
Section 2.3.

                  PRINCIPAL of Security means principal amount of, and unless
the context indicates otherwise, includes any premium payable on, the Security.

                  REDEMPTION DATE, when used with respect to any Security to be
redeemed in whole or in part, 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, in the currency or currency unit in which such
Security is denominated or which is otherwise provided for pursuant hereto, at
which it is to be redeemed pursuant to this Indenture.

                  REGISTERED GLOBAL SECURITY means a Security evidencing all or
a part of a series of Registered Securities, issued to the Depositary for such
series in accordance with Section 2.6.

                  REGISTERED SECURITY means any Security registered on the
Security Register of the Company.

                  REGULAR RECORD DATE as used with respect to any Interest
Payment Date (except a date for payment of Defaulted Interest) for the
Securities of any series means the date specified as such in the terms of the
Registered Securities of such series, or, if no such date is specified, if such
Interest Payment Date is the first day of a calendar month, the fifteenth day of
the next preceding calendar month or, if such Interest Payment Date is the
fifteenth day of a calendar month, the first day of such calendar month, whether
or not such record date is a Business Day.

                  REQUIRED CURRENCY has the meaning set forth in Section 11.12.

                  RESPONSIBLE OFFICER, when used with respect to the Trustee,
means the chairman of the Board of Directors, any vice chairman of the board of
directors, the chairman of the trust committee, the chairman of the executive
committee, any vice chairman of the executive committee, the president, any vice
president (whether or not designated by numbers or words added before or after
the title


                                       7
<PAGE>

"VICE PRESIDENT"), the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the Persons who at the time are such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject.

                  SECURITY or SECURITIES has the meaning stated in the first
recital of this Indenture, or, as the case may be, any debt security or debt
securities that have been authenticated and delivered under this Indenture and,
unless the context indicates otherwise, shall include any Coupon appertaining
thereto.

                  SECURITIES ACT means the Securities Act of 1933, as amended.

                  SECURITY REGISTER and SECURITY REGISTRAR have the respective
meanings set forth in Section 2.8.

                  SIGNIFICANT SUBSIDIARY means (a) any Subsidiary which at the
time of determination had total assets which, as of the date of the Company's
most recent quarterly consolidated balance sheet, constituted at least 10% of
the Company's total assets on a consolidated basis as of such date or (b) any
Subsidiary which at the time of determination had net sales which, for the
three-month period ending on the date of the Company's most recent consolidated
statement of income, constituted at least 10% of the Company's net sales on a
consolidated basis for such period.

                  SINKING FUND PAYMENT DATE has the meaning set forth in Section
12.5.

                  SPECIAL RECORD DATE for the payment of any Defaulted Interest
on the Registered Securities of any series means a date fixed by the Trustee for
such series pursuant to Section 2.7.

                  STATED MATURITY when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security or Coupon representing such installment of interest as the
fixed date on which the payment of principal of such Security or such
installment of principal or interest is due and payable, including pursuant to
any mandatory redemption provision (but excluding any provision providing for
the repurchase of such Security at the option of the holder thereof upon the
happening of any contingency beyond the control of the Company unless such
contingency has occurred).

                  SUBSIDIARY means any corporation of which the Company directly
or indirectly owns or controls stock which under ordinary circumstances (not
dependent upon the happening of a contingency) has the voting power to elect a
majority of the board of directors of such corporation.


                                       8
<PAGE>

                  TRUST INDENTURE ACT (except as otherwise provided in Sections
8.1 and 8.2) means the Trust Indenture Act of 1939, as in force on the date as
of which this Indenture was originally executed, PROVIDED, HOWEVER, that in the
event that the Trust Indenture Act of 1939 is amended after such date, "TRUST
INDENTURE ACT," to the extent required by any such amendment, means the Trust
Indenture Act of 1939 as so amended.

                  TRUSTEE means the Person identified as Trustee in the first
paragraph hereof and, subject to the provisions of Article VI, includes any
agent of such trustee and any successor trustee. Trustee also means or includes
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 means the Trustee with respect to the Securities of such series.

                  UNITED STATES or U.S. means the United States of America (any
state thereof and the District of Columbia), its territories, its possessions
and other areas as subject to its jurisdiction (including the Commonwealth of
Puerto Rico).

                  U.S. GOVERNMENT OBLIGATIONS has the meaning set forth in
Section 10.1(a).

                  U.S. PERSON means a citizen or resident of the United States,
a corporation, partnership, joint venture, limited liability company,
association, joint-stock company, unincorporated organization or other entity or
government or any agency or political subdivision thereof created or organized
in or under the laws of the United States, or an estate or trust, the income of
which is subject to United States federal income taxation regardless of its
source.

                  YIELD TO MATURITY means the yield to maturity on a series of
Securities calculated at the time of issuance of such series, or, if applicable,
at the most recent redetermination of interest on such series or on such
Security, and calculated in accordance with the constant interest method or such
other accepted financial practice as is specified in the terms of such Security
(in each case as determined by the Company).


                                   ARTICLE II

                                   SECURITIES

                  2.1 FORMS GENERALLY. The Securities of each series and the
Coupons, if any, to be attached thereto will be substantially in such form (not
inconsistent with this Indenture) established by or pursuant to one or more
Board Resolutions (and to the extent established pursuant to rather than set
forth in a Board Resolution, in an Officer's Certificate detailing such
establishment) 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


                                       9
<PAGE>

by this Indenture and may have imprinted or otherwise reproduced thereon such
legend or legends or endorsements, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be determined by the officers executing
such Securities and Coupons, if any, as evidenced by their execution of such
Securities and Coupons. Unless otherwise so established, Bearer Securities will
have Coupons attached.

                  Bearer Securities and any Coupons related thereto will bear a
legend substantially to the following effect: "Any U.S. Person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code."

                  The definitive Securities and Coupons, if any, will 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
and Coupons, if any, as evidenced by their execution of such Securities and
Coupons, if any.

                  2.2  FORM OF  TRUSTEE'S  CERTIFICATE  OF  AUTHENTICATION.  The
Trustee's  certificate of authentication (a "CERTIFICATE OF  AUTHENTICATION") on
all Securities will be in substantially the following form:

                  "Date:

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

                                     Bank One, National Association, as Trustee


                                       By:
                                          -----------------------------------
                                            Authorized Signatory"

                  If at any time an Authenticating Agent is appointed with
respect to any series of Securities, then the Authenticating Agent's certificate
of authentication to be borne on the Securities of each such series will be
substantially as follows:


                                       10
<PAGE>

                  "Date:

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

                          [                           ], as Authenticating Agent


                          By:
                             ---------------------------------------------------
                                             Authorized Officer"

                  2.3 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 and each
such series will rank equally and PARI PASSU with all other unsecured and
unsubordinated Obligations of the Company. There will be established by or
pursuant to one or more Board Resolutions (and to the extent established
pursuant to rather than set forth in a Board Resolution, in an Officer's
Certificate detailing such establishment) or in one or more indentures
supplemental hereto, prior to the initial issuance of Securities of any series:

                  (a) the title of the  Securities,  which will  distinguish the
Securities of such series from the Securities of all other series;


                  (b) any limit on the aggregate principal amount of the
Securities of the series that 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, or upon redemption of, other
Securities of the series pursuant to Sections 2.8, 2.9, 2.11 or 12.3);

                  (c) the date or dates (which may be fixed or extendible) on
which the principal of the Securities will be payable;

                  (d) (1) the rate or rates per annum (which may be fixed or
variable) at which the Securities of the series will bear interest, if any, (2)
the dates from which such interest, if any, will accrue, on which such interest
will be payable and, in the case of Registered Securities, on which a record
will be taken for the determination of Holders to whom interest is payable
and/or (3) the method by which such rate or rates or date or dates will be
determined;

                  (e) the method by which amounts payable of principal of or
interest, if any, on such Securities may be calculated, and any currencies,
commodities or indices, or value, rate or price, relevant to such calculation;


                                       11
<PAGE>

                  (f) if other than as provided in Section 3.2, the place or
places where the principal of and any interest on Securities of the series will
be payable;

                  (g) the right, if any, of the Company to redeem or cause to be
redeemed Securities of the series, in whole or in part, at its option and the
period or periods within which, the price or prices (and/or method by which such
price or prices will be determined) at which and any terms and conditions upon
which and the manner in which (if different from the provision of Article XII
hereof) Securities of the series may be so redeemed, pursuant to any sinking
fund or otherwise;

                  (h) the obligation, if any, of the Company to redeem, purchase
or repay Securities of the series, in whole or in part, pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the option of a
Holder thereof and other detailed terms and provisions of any such redemption or
sinking fund;

                  (i) the denominations in which Registered Securities of the
series, if any, will 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, will be issuable if other than denominations of $1,000 or
$5,000;

                  (j) if other than the entire principal amount thereof, the
portion of the principal amount of Securities of the series which will be
payable upon declaration of acceleration of the maturity thereof;

                  (k) if the Securities are Original Issue Discount Securities,
the amount (or the method of calculating such amount) of principal payable upon
acceleration of such Securities following an Event of Default;

                  (l) whether the Securities are to be issued as Registered
Securities (and if so, whether such Securities will be issuable as Registered
Global Securities) or Bearer Securities (with or without Coupons) or both, and
any restrictions applicable to the offer, sale or delivery of Bearer Securities
or the payment of interest thereon and, if other than as provided in Section
2.8, the terms upon which Bearer Securities of any series may be exchanged for
Registered Securities of such series and vice versa, and the circumstances under
which and the place or places at which any such exchanges, if permitted, may be
made;

                  (m) whether the Securities will be issued in whole or in part
in temporary or permanent global form and, if so, the initial Depositary with
respect to such Global Security (if other than as provided in Section 2.6);

                  (n) if a temporary Global Security is to be issued with
respect to the Securities, the terms upon which beneficial interests in such
temporary Global Security may be exchanged, in whole or in part for beneficial
interests in a definitive Global Security or for individual Securities of the
series and the terms


                                       12
<PAGE>

upon which beneficial interests in a definitive Global
Security, if any, may be exchanged for individual Securities having the same
terms;

                  (o) if the Securities of such series are to be issuable in
definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other
documents or satisfaction of other conditions, the form and terms of such
certificates, documents or conditions;

                  (p) the coin or currency in which payment of the principal of
and interest on the Securities will be made, if other than Dollars;

                  (q) any provisions enabling the Company or Holders of
Securities to elect to make or receive payments of the principal of or interest
on the Securities in a coin or currency other than that in which the Securities
are stated to be payable;

                  (r) the right of the Company to defease the Securities of the
series (including provisions permitting the defeasance of less than all
Securities of the series) or certain covenants under the Indenture, which
provisions may be in addition to, in substitution for or in modification of (or
any combination of the foregoing) the provisions of Article X;

                  (s) any addition to or modification or deletion of any Event
of Default or any covenant specified in the Indenture with respect to the
Securities of such series;

                  (t) the Person to whom any interest on the Securities is
payable, if other than the registered Holder thereof, or the manner in which any
interest is payable on a Bearer Security if other than upon presentation of the
Coupons attached thereto;

                  (u) any trustees, depositaries, authenticating or Paying
Agents, transfer agents or Security Registrars or any other agents with respect
to the Securities of such series;

                  (v) if the Securities of the series are issuable, in whole or
in part, as one or more Registered Global Securities, the identity of the
Depositary for such Registered Global Security or Securities;

                  (w) offices at which presentations and demands may be made and
notices may be served, if other than the Corporate Trust Office of the Trustee;

                  (x) whether and under what circumstances the Company will pay
additional amounts on the Securities of the series held by Non-U.S. Persons in
respect of any tax, assessment or governmental charge withheld or deducted and,
if


                                       13
<PAGE>

so, whether the Company will have the option to redeem such Securities rather
than pay such additional amounts; and

                  (y) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which terms
shall not be inconsistent with the requirements of the Trust Indenture Act or
the provisions of this Indenture).

                  All Securities of any one series and any Coupons appertaining
thereto will be substantially identical, except (1) in the case of Registered
Securities as to date and denomination, (2) in the case of any Periodic Offering
and (3) as may otherwise be provided by or pursuant to the Board Resolution or
Officer's Certificate referred to above or as set forth in any such indenture
supplemental hereto. All Securities of any one series need not be issued at the
same time and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to such Board Resolution, Officer's
Certificate or indenture supplemental hereto, and any forms or terms of
Securities to be issued from time to time may be completed and established from
time to time prior to the issuance thereof by procedures described in such Board
Resolution, Officer's Certificate or supplemental indenture.

                  2.4 EXECUTION OF SECURITIES. The Securities and any Coupons
will each be signed on behalf of the Company by the Chairman or Vice Chairman of
its Board of Directors or its President, any Vice President or its Treasurer (or
any other officer performing similar functions), under its corporate seal
(except in the case of Coupons) which may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future authorized officers. The seal of the Company may be in the form of a
facsimile thereof. The seal and the signatures may be impressed, affixed (in the
case of the seal), imprinted or otherwise reproduced on the Securities and any
Coupons. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature will not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

                  Securities and Coupons bearing manual or facsimile signatures
of individuals who were at any time proper officers of the Company will bind the
Company, notwithstanding that such individuals 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 or Coupons.

                  2.5 CERTIFICATE OF AUTHENTICATION. Except as provided in
Section 6.13 hereof, only such Securities which bear thereon a Certificate of
Authentication substantially in the form hereinbefore recited, signed manually
by an authorized officer of the Trustee, will be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. No Coupon will be
entitled to the benefits of this Indenture or will be valid and obligatory for
any purpose until the Certificate of Authentication on the Security to which
such Coupon appertains has been duly


                                       14
<PAGE>

executed by the Trustee. Such certificate by the Trustee upon any Security
executed by the Company will be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder.

                  2.6 AUTHENTICATION AND DELIVERY OF 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 having attached thereto appropriate
Coupons, if any, executed by the Company and delivered to the Trustee for
authentication, together with the applicable documents referred to below in this
Section, and the Trustee will thereupon authenticate and deliver such Securities
and Coupons, if any, in accordance with a Company Order or pursuant to such
procedures acceptable to the Trustee as may be specified from time to time by a
Company Order. The maturity date, original issue date, interest rate and any
other terms of the Securities of such series and Coupons, if any, will be
determined by or pursuant to such Company Order and procedures. If provided for
in such procedures, such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly
authorized agent, which instructions shall be promptly confirmed in writing.

                  In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee will be entitled to receive (in the case of subparagraphs (a), (b) and
(c) below only at or before the time of the first request of the Company to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
will be fully protected in relying upon, unless and until such documents have
been superseded or revoked, the following documents:

                  (a) any Board Resolution, Officer's Certificate and/or
executed supplemental indenture referred to in Sections 2.1 and 2.3 by or
pursuant to which the forms and terms of the Securities and any Coupons were
established;

                  (b) an Officer's Certificate setting forth the form and terms
of the Securities and any Coupons, stating that such form and terms have been
established pursuant to Sections 2.1 and 2.3 and comply with this Indenture, and
covering other matters that the Trustee may reasonably request; and

                  (c) at the option of the Company, either an Opinion of Counsel
or a letter addressed to the Trustee permitting it to rely on an Opinion of
Counsel, substantially to the effect that:

                           (1)   the forms of the Securities and any Coupons
have been duly  authorized and  established in conformity with the provisions of
this Indenture;

                           (2)   the terms of the Securities and any Coupons
have been established in conformity with the provisions of this Indenture;


                                       15
<PAGE>

                           (3) the Securities and any Coupons, when
authenticated and delivered by the Trustee and issued by the Company in
accordance with the provisions of this Indenture and delivered to and paid for
by the purchasers thereof, will be entitled to the benefits of this Indenture,
have been duly issued under this Indenture and will constitute valid and binding
obligations of the Company, enforceable in accordance with their respective
terms, except as the (A) enforceability may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting the rights and remedies of creditors and (B) rights of acceleration
and the availability of equitable remedies may be limited by general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law);

                           (4) all legal requirements in respect of the
execution and delivery by the Company of such Securities have been complied
with; and

                           (5) the authentication and delivery of such
Securities and the execution and delivery of any supplemental indenture will not
violate the terms of this Indenture.

                  Such Opinion of Counsel need not express any opinion as to
whether a court in the United States would render a money judgment in a currency
other than Dollars.

                  In rendering such opinions, counsel may rely, as to all
matters governed by the laws of jurisdictions other than the federal law of the
United States, upon opinions of other counsel (copies of which will be delivered
to the Trustee), who will be counsel reasonably satisfactory to the Trustee, in
which case the opinion will state that counsel believes counsel and the Trustee
are entitled so to rely. Counsel may also state that, insofar as such opinion
involves factual matters, such counsel has relied, to the extent counsel deems
proper, upon certificates of officers of the Company and its Subsidiaries and
certificates of public officials.

                  The Trustee will have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken by the Company or
if the Trustee in good faith by its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees or
Responsible Officers, will determine that such action would expose the Trustee
to personal liability to existing Holders or would affect the Trustee's own
rights, duties or immunities under the Securities, this Indenture or otherwise.

                  If the Company establishes pursuant to Section 2.3 that the
Securities of a series are to be issued in the form of one or more Registered
Global Securities, then the Company will execute and the Trustee will, in
accordance with this Section 2.6 upon receipt of the Company's Order with
respect to such series, authenticate and deliver one or more Registered Global
Securities that will (a)


                                       16
<PAGE>

represent and be denominated in an amount equal to the aggregate principal
amount of all or a portion of the Securities of such series issued and not yet
canceled or exchanged, (b) be registered in the name of the Depositary for such
Registered Global Security or Securities or the nominee of such Depositary, (c)
be delivered by the Trustee to such Depositary or pursuant to such Depositary's
instructions and (d) bear a legend substantially to the following effect:

         "Unless and until it is exchanged in whole or in part for Securities in
         definitive registered form, this Security may not be transferred,
         except as a whole by the Depositary to the nominee of the Depositary or
         by a nominee of the Depositary to the Depositary or another nominee of
         the Depositary or by the Depositary or any such nominee to a successor
         Depositary or a nominee of such successor Depositary."

                  Each Depositary designated pursuant to Section 2.3 must, at
the time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Exchange Act and any other applicable law
or regulation.

                  2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities of each series will be issuable as Registered Securities or
Bearer Securities in denominations as specified pursuant to Section 2.3 or, with
respect to the Registered Securities of any series, if not so established, in
denominations of $1,000 and any integral multiple thereof. If denominations of
Bearer Securities of any series are not so established, such Bearer Securities
will be issuable in denominations of $1,000 or $5,000. The Securities of each
series will be numbered, lettered or otherwise distinguished in such manner or
in accordance with such plan as the officers of the Company executing the same
may determine, as evidenced by the execution thereof.

                  Each Registered Security will be dated the date of its
authentication. Each Bearer Security will be dated pursuant to Section 2.3. The
Securities of each series will bear interest, if any, from the date, and such
interest will be payable on the dates, established pursuant to Section 2.3.

                  2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Company will keep
or cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.2 (the "SECURITY REGISTRAR") for each series of Securities
a register (the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the registration
and transfer of Registered Securities as provided herein. The Security Register
will be in written form in the English language or in any other form capable of
being converted into such form within a reasonable time. At all reasonable times
such Security Register will be open for inspection by the Trustee.


                                       17
<PAGE>

                  Upon the presentation for registration of transfer of any
Registered Security of any series at any such office or agency to be maintained
for the purpose as provided in Section 3.2, the Company will execute and the
Trustee will authenticate and deliver in the name of the transferee or
transferees new Registered Securities of like series, tenor and aggregate
principal amount in authorized denominations.

                  Bearer Securities and Coupons appertaining thereto will be
transferable by delivery.

                  At the option of the Holder thereof, any Security may be
exchanged as provided below for a Security of the same series, tenor and
aggregate principal amount in authorized denominations, upon surrender of such
Security at an office or agency to be maintained for such purpose in accordance
with Section 3.2 or as specified pursuant to Section 2.3, and the Company will
execute, and the Trustee will authenticate and deliver in exchange therefor, the
Securities which the Holder making the exchange will be entitled to receive,
each bearing a number or other distinguishing symbol not contemporaneously
outstanding. Subject to the foregoing: (a) a Registered Security of any series
(other than a Registered Global Security, except as set forth below) may be
exchanged for a Registered Security of the same series; (b) if the Securities of
any series are issued in both registered and bearer form, except as otherwise
specified pursuant to Section 2.3, a Bearer Security may be exchanged for a
Registered Security of the same series, but a Registered Security may not be
exchanged for a Bearer Security; and (c) if Bearer Securities of any series are
issued in more than one authorized denomination, except as otherwise specified
pursuant to Section 2.3, any such Bearer Security may be exchanged for a Bearer
Security of the same series; PROVIDED that in connection with the surrender of
any Bearer Securities that have Coupons attached, all unmatured Coupons and all
matured Coupons in default must be surrendered with the Bearer Securities being
exchanged.

                  All Registered Securities presented for registration of
transfer, exchange, redemption, repurchase or payment shall (if so required by
the Company or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder or its attorney duly authorized in
writing.

                  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
exchange or registration of transfer of Securities. No service charge will be
made for any such transaction.

                  If the Company redeems, in whole or in part, the Securities of
any series (or of any series and specified tenor), the Company will not be
required to (a) issue, register the transfer of or exchange any Security of that
series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 Business Days before the first
publication of the relevant


                                       18
<PAGE>

notice of redemption or, if Registered Securities are Outstanding and there is
no publication, the day of mailing of a notice of redemption or exchange of any
such Security selected for redemption and ending at the close of business on the
day of such mailing, (b) register the transfer of or exchange any Registered
Security so selected for redemption, in whole or in part, except the unredeemed
portion of any such Registered Security being redeemed in part or (c) exchange
any Bearer Security called for redemption, except to exchange any Bearer
Security for a Registered Security of that series and of like tenor and
principal amount that is immediately surrendered for redemption.

                  Notwithstanding any other provision of this Section 2.8,
unless and until it is exchanged in whole or in part for Securities in
definitive registered form, a Registered 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.

                  If at any time the Depositary for any Registered Securities of
a series represented by one or more Registered Global Securities notifies the
Company that it is unwilling or unable to continue as Depositary for such
Registered Securities, or if at any time the Depositary for such Registered
Securities is no longer eligible under Section 2.6, the Company will appoint a
successor Depositary eligible under Section 2.6 with respect to such Registered
Securities. If the Company does not appoint a successor Depositary eligible
under Section 2.6 for such Registered Securities within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company's election pursuant to Section 2.3 that such Registered Securities be
represented by one or more Registered Global Securities will no longer be
effective, 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 registered form without Coupons, in any authorized denominations, of
like tenor, in an aggregate principal amount equal to the principal amount of
the Registered Global Security or Securities representing such Registered
Securities, in exchange for such Registered Global Security or Securities.

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


                                       19
<PAGE>

                  Any time the Registered Securities of any series are not in
the form of Registered Global Securities pursuant to the preceding two
paragraphs, the Company agrees to supply the Trustee with a reasonable supply of
certified Registered Securities without the legend required by Section 2.3. The
Trustee agrees to hold such Registered Securities in safekeeping until
authenticated and delivered pursuant to the terms of the Indenture.

                  If specified by the Company pursuant to Section 2.3 with
respect to Registered Securities represented by a Registered Global Security,
the Depositary for such Registered Global Security may surrender such Registered
Global Security in whole or in part, in exchange, for Registered Securities of
the same series on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company will execute, and the Trustee will
authenticate and deliver, without service charge:

                  (a) to the Person specified by such Depositary a new
Registered Security of the same series and tenor, of any authorized
denominations as requested by such Person, in an aggregate principal amount
equal to and in exchange for such Person's beneficial interest in the Registered
Global Security; and

                  (b) to such Depositary a new Registered Global Security in a
denomination equal to the difference, if any, between the principal amount of
the surrendered Registered Global Security and the aggregate principal amount of
Registered Securities authenticated and delivered pursuant to clause (a) above.

                  Upon the exchange of a Registered Global Security for
Registered Securities, of like tenor, in authorized denominations, such
Registered Global Security will be canceled by the Trustee or an agent of the
Company or the Trustee. Registered Securities in definitive form without Coupons
issued in exchange for a Registered Global Security pursuant to this Section 2.8
will be registered in such names and in such authorized denominations as the
Depositary for such Registered Global Security, pursuant to instructions from
its direct or indirect participants or otherwise, will instruct the Trustee or
agent of the Company or the Trustee. The Trustee or such agent will deliver such
Registered Securities to or as directed by the Persons in whose names such
Registered Securities are so registered.

                  All Securities issued upon any transfer or exchange of
Securities will be valid obligations of the Company, evidencing the same
Obligations, and entitled to the same benefits under this Indenture as the
Securities surrendered upon such transfer or exchange.

                  Notwithstanding anything herein or in the terms of any series
of Securities to the contrary, none of the Company, the Trustee or any agent of
the Company or the Trustee will be required to exchange any Bearer Security for
any Outstanding Registered Security if such exchange would result in adverse
federal income tax consequences to the Company (such as, for example, the
inability of


                                       20
<PAGE>

the Company to deduct from its income, as computed for federal income tax
purposes, the interest payable on the Bearer Securities) under then applicable
United States federal income tax laws. The Trustee and such agent are entitled
to rely on an Officer's Certificate and an Opinion of Counsel in determining
such result.

                  2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES.
In case any temporary or definitive Security or any Coupon has been mutilated,
defaced, destroyed, lost or stolen, the Company in its discretion and in the
absence of notice to the Company or the Trustee that such Security or Coupon has
been acquired by a bona fide purchaser, may execute, and upon a Company Order,
the Trustee will authenticate and deliver, a replacement Security of like
series, tenor and principal amount, bearing a number or other distinguishing
symbol not contemporaneously outstanding, in exchange and substitution for the
mutilated or defaced Security, or in lieu of and in substitution for the
Security so destroyed, lost or stolen, with Coupons corresponding to the Coupons
appertaining to the Securities so mutilated, defaced, destroyed, lost or stolen,
or in exchange or substitution for the Security to which such mutilated,
defaced, destroyed, lost or stolen Coupon appertained, with Coupons
corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen.
In every case the applicant for a substitute Security or Coupon will furnish to
the Company and to the Trustee and any agent of the Company or the Trustee such
security or indemnity as may be required by any of them to indemnify and defend
and to save each of them harmless and, in every case of destruction, loss or
theft, evidence to their satisfaction of the destruction, loss or theft of such
Security or Coupon and of the ownership thereof and in the case of mutilation or
defacement, will surrender the Security and related Coupons to the Trustee or
such agent. The Company may charge such Holder for any tax or other governmental
charge and any other expenses (including the fees and expenses of the Trustee or
its agent connected therewith) incurred in replacing such Security or Coupon. In
case any Security or Coupon which has matured or is about to mature or has been
called for redemption in full is mutilated, defaced, destroyed, lost or stolen,
the Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same or the relevant Coupon (without surrender thereof except in
the case of a mutilated or defaced Security or Coupon) if the applicant for such
payment furnishes to the Company and to the Trustee and any agent of the Company
or the Trustee such security or indemnity as any of them may require to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee and any agent of the
Company or the Trustee evidence to their satisfaction of the destruction, loss
or theft of such Security or Coupon and of the ownership thereof.

                  Every substitute Security or Coupon of any series issued
pursuant to the provisions of this Section 2.9 by virtue of the fact that any
such Security or Coupon is destroyed, lost or stolen will constitute an
additional contractual obligation of the Company and will be entitled to all the
benefits of (but subject to all the limitation of rights set forth in) this
Indenture equally and proportionately with any and all other Securities or
Coupons of such series duly authenticated and


                                       21
<PAGE>

delivered hereunder. To the extent permitted by law, the foregoing provisions
are exclusive with respect to the replacement or payment of mutilated, defaced
or destroyed, lost or stolen Securities and Coupons and preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

                  2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities and Coupons surrendered for payment, repurchase, redemption,
registration of transfer or exchange, or credit against any payment in respect
of a sinking or analogous fund, if surrendered to the Company or any agent of
the Company or the Trustee or any agent of the Trustee, will be delivered to the
Trustee or its agent for cancellation. The Trustee or its agent will destroy
such cancelled Securities and Coupons and deliver a certificate of destruction
to the Company. Acquisition by the Company or its agent of such Securities or
Coupons will not operate as redemption or satisfaction of the indebtedness
represented by such Securities or Coupons until they are delivered to the
Trustee or its agent for cancellation. The Company may also deliver to the
Trustee for cancellation as described above any Securities or Coupons previously
authenticated hereunder which the Company has not issued or sold. The Company
will not issue new Securities or Coupons to replace Securities or Coupons it has
paid in full or delivered to the Trustee for cancellation, except as expressly
permitted by this Indenture.

                  2.11 TEMPORARY SECURITIES. Until definitive Securities for any
series are ready for delivery, the Company may execute, and the Trustee will
authenticate and deliver, temporary Securities for such series (printed,
lithographed, typewritten or otherwise reproduced, in each case in form
satisfactory to the Trustee). Temporary Securities of any series will be
substantially in the form of the definitive Securities of such series but with
such omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company with the concurrence of the
Trustee as evident by the execution and authentication thereof. Every temporary
Security will be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities. The Company will cause definitive
Securities of such series to be prepared without unreasonable delay. Thereupon
temporary Securities of such series may be exchanged therefor without charge, in
the case of Registered Securities, at each office or agency to be maintained by
the Company for that purpose pursuant to Section 3.2 and, in the case of Bearer
Securities, at any office or agency maintained by the Company for such purpose
as specified pursuant to Section 2.3. Upon surrender of such temporary
Securities, the Trustee will authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series, tenor and authorized denominations
and, in the case of Bearer Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series will be
entitled to the same benefits under this Indenture as definitive Securities of


                                       22
<PAGE>

such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section 2.11 are subject to any restrictions or limitations
that may be established with respect to the Securities of any series pursuant to
Section 2.3 (including any provision that Bearer Securities of such series
initially be issued in the form of a single Global Bearer Security to be
delivered to a depositary or agency located outside the United States and the
procedures pursuant to which definitive or Global Bearer Securities of such
series would be issued in exchange for such temporary Global Bearer Security).

                  2.12 CUSIP NUMBERS. In issuing the Securities, the Company may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee will use
"CUSIP" numbers in notices of redemption or exchange as a convenience to
Holders. No representation will be made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption or exchange.

                  2.13 COMPUTATION OF INTEREST. Except as otherwise specified
pursuant to Section 2.3 for Securities of any series, interest on the Securities
of each series will be computed on the basis of a 360-day year of twelve 30-day
months.

                  2.14 WIRE TRANSFERS. Notwithstanding any other provision to
the contrary in this Indenture, the Company may make any payment of monies
required to be deposited with the Trustee on account of principal of or interest
on the Securities (whether pursuant to optional or mandatory redemption
payments, interest payments or otherwise) by wire transfer in immediately
available funds to an account designated by the Trustee on or before the date
such moneys are to be paid to the Holders of the Securities in accordance with
the terms hereof.

                  2.15 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 will 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") will forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder,
and such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (a) or (b) below:

                  (a) 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 will be
fixed in the following manner. The Company will notify the Trustee in writing as


                                       23
<PAGE>

to 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
will deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or will 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 will fix a Special Record Date for the payment
of such Defaulted Interest which will 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 will promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, will 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 will 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 will no
longer be payable pursuant to the following clause (b).

                  (b) 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 the Trustee of the proposed payment pursuant to
this clause, such manner of payment is deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section 2.15, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Security will carry the rights of interest accrued
and unpaid, and to accrue, which were carried by such other Security.


                                   ARTICLE III

                            COVENANTS OF THE COMPANY


                  3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Company will duly
and punctually pay or cause to be paid the principal of and interest on each of
the Securities of such series in the manner provided herein and in such
Securities and in any Coupons. The interest on Bearer Securities with Coupons
attached will be payable only upon presentation and surrender of the Coupons
evidencing the right to such installment of interest as they severally mature.
The interest on any temporary Bearer Security will be paid, as to the
installments of interest evidenced by any Coupons attached thereto only upon
presentation and surrender thereof,

                                       24
<PAGE>

and, as to any other installments of interest, only upon presentation of such
Securities for notation thereon of the payment of such interest, in each case
subject to any restrictions in Section 2.3. The interest on Registered
Securities will be payable only to or upon the written order of the Holders
entitled thereto and, at the option of the Company, may be paid by wire transfer
or by mailing checks payable to such Holders at their last addresses on the
Security Register.

                  3.2 OFFICES FOR PAYMENTS, ETC. The Company will maintain in
the Borough of Manhattan, the City of New York, an agency where (a) the
Registered Securities of each series may be presented for payment and, if
applicable, pursuant to Section 2.3, for registration of transfer as this
Indenture provides, (b) the Securities of each series may be surrendered for
exchange as is provided in this Indenture and (c) notices and demands to or upon
the Company in respect of the Securities of any series and Coupons or this
Indenture may be served.

                  The Company will maintain one or more agencies in a city or
cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which the Securities of such series are listed) where any Bearer Securities of
each series and any Coupons may be presented for payment. No payment on any
Bearer Security or Coupon will be made upon presentation thereof at an agency of
the Company within the United States nor will any payment be made by transfer to
an account in, or by mail to an address in, the United States unless pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing, if payment in Dollars at each agency maintained by the Company
outside the United States for payment on such Bearer Securities and Coupons is
illegal or effectively precluded by exchange controls or other similar
restrictions, payments in Dollars of Bearer Securities of any series and any
Coupons which are payable in Dollars may be made at an agency of the Company
maintained in the Borough of Manhattan, in the City of New York.

                  The Company may also from time to time designate one or more
additional agencies where the Securities of a series and any Coupons may be
presented or surrendered for any and all purposes as provided herein, and may
from time to time rescind any such designation, as the Company may deem
desirable or expedient; PROVIDED, HOWEVER, that no such designation or
rescission will relieve the Company of its obligation to maintain the agencies
provided for in the immediately preceding paragraphs. The Company will give to
the Trustee prompt written notice of any such designation or recession and of
the location of each such agency and of any change of location thereof. In case
the Company fails to maintain any agency required by this Section 3.2 to be
located in the Borough of Manhattan, in the City of New York, or fails to give
such notice of the location or of any change in the location of any of the above
agencies, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Trustee.


                                       25
<PAGE>

                  3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.10, a Trustee, so that there
will at all times be a Trustee with respect to each series of Securities
hereunder.

                  3.4 PAYING AGENTS. The Company will cause each Paying Agent,
if any, other than the Trustee, to execute and deliver to the Trustee an
instrument in which such agent will agree with the Trustee, subject to the
provisions of this Section 3.4 that such Paying Agent will:

                  (a) hold all sums received by it as such agent for the payment
of the principal of or interest on the Securities of such series (whether such
sums have been paid to it by the Company or by any other obligor on the
Securities of such series) in trust for the benefit of the Holders of the
Securities of such series, or the Coupons, or of the Trustee, until such sums
will be paid to such Holders or otherwise disposed of as herein provided;

                  (b) give the Trustee notice of any failure by the Company (or
by any other obligor on the Securities of such series) to make any payment of
the principal of or interest on the Securities of such series when the same will
be due and payable; and

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

                  The Company will, on or prior to each due date of the
principal of or interest on the Securities of such series, deposit with the
Paying Agent a sum sufficient to pay such principal or interest so becoming due,
and (unless such Paying Agent is the Trustee) the Company will promptly notify
the Trustee of its action or any failure to take such action.

                  If the Company acts as its own Paying Agent with respect to
the Securities of any series, it will, on or before each due date of the
principal of or interest on the Securities of such series, set aside, segregate
and hold in trust for the benefit of the Holders of the Securities of such
series or any Coupons a sum sufficient to pay such principal or interest so
becoming due. The Company will promptly notify the Trustee of its action or any
failure to take such action or the failure by any other obligor on such
Securities to make any payment of the principal of or interest on such
Securities when the same are due and payable.

                  Anything in this Section 3.4 to the contrary notwithstanding,
the Company may at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid, or by Company Order direct any
Paying Agent to pay to the Trustee, all sums held in trust for any such series
by the


                                       26
<PAGE>

Company or any Paying Agent, as required by this Section, such sums to be held
by the Trustee upon the trusts herein contained.

                  Anything in this Section 3.4 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 3.4 is subject
to the provisions of Sections 10.3 and 10.4.

                  3.5 WRITTEN STATEMENT TO TRUSTEE. The Company will deliver to
the Trustee annually, commencing November 1, 1997, a certificate, from its
principal executive officer, principal financial officer, Treasurer or principal
accounting officer, stating whether or not to the best knowledge of the signer
thereof the Company is in compliance (without regard to grace periods or notice
requirements) with all conditions and covenants under this Indenture, and if the
Company is not in compliance, specifying such noncompliance and the nature and
status thereof of which such signer may have knowledge.

                  3.6 LUXEMBOURG PUBLICATIONS. Any party publishing any notice
pursuant to Section 5.15, 6.10(a), 6.11, 8.2, 10.4, 12.2 or 12.5 in the Borough
of Manhattan, the City of New York and London will also, to the extent that
notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer's Certificate delivered to such party, make a similar publication in
Luxembourg.

                  3.7 LIMITATION ON LIENS ON STOCK OR INDEBTEDNESS OF
SIGNIFICANT SUBSIDIARIES. The Company will not, and will not permit any
Significant Subsidiary to, create, assume, incur or suffer to exist any Lien
upon any stock or indebtedness, whether owned on the date of this Indenture or
hereafter acquired, of any Significant Subsidiary to secure any Obligation
(other than the Securities) of the Company, any Subsidiary or any other Person
without in any such case making effective provision whereby all of the
Outstanding Securities shall be directly secured equally and ratably with such
Obligation, excluding, however, from the operation of the foregoing provisions
of this Section 3.7 any Lien upon stock or indebtedness of a Significant
Subsidiary existing at the date of the Indenture, any Lien upon stock or
indebtedness of any corporation existing at the time such corporation becomes a
Significant Subsidiary or any Lien existing or created upon stock or
indebtedness of a Significant Subsidiary at the time of acquisition of such
stock or indebtedness and any extension, renewal or replacement (or successive
extensions, renewals or replacements) in whole or in part of any such Lien;
PROVIDED that the principal amount of the Obligation secured thereby shall not
exceed the principal amount of the Obligation so secured at the time of such
extension, renewal or replacement; and PROVIDED, FURTHER, that such Lien shall
be limited to all or such part of the stock or indebtedness which secured the
Lien so extended, renewed or replaced.

                  3.8 EXISTENCE. Subject to Article IX, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence, rights (charter and statutory) and franchises; PROVIDED,
HOWEVER, that


                                       27
<PAGE>

the Company will not be required to preserve any such right or franchise if the
Board of Directors determines 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.

                  3.9 WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Section 3.7 with respect to the Securities of any series if before or after the
time for such compliance, the Holders of at least a majority of the principal
amount of the Securities of such series Outstanding at the time waive compliance
with such covenant or condition either generally or in such instance, except to
the extent so expressly waived, and, until such waiver becomes effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition remains in full force and effect.

                  3.10 CALCULATION OF ORIGINAL ISSUE DISCOUNT. The Company will
file with the Trustee promptly at the end of each calendar year a written notice
specifying the amount of original issue discount (including daily rates and
accrual records) accrued on Outstanding Securities as of the end of such year.


                                   ARTICLE IV

                           HOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

                  4.1 COMPANY TO FURNISH TRUSTEE WITH NAMES AND ADDRESSES OF
HOLDERS. If the Trustee is not the Security Registrar for the Securities of any
series, the Company will furnish or cause to be furnished to the Trustee, with
respect to the Registered Securities of each series, a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Registered Securities of such series:

                  (a)  semiannually not more than 15 days after each record date
for the payment of interest, if any, as of such record date; and

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

                  4.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.


                  (a) The Trustee will preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities (i)
contained in the most recent list furnished to the Trustee for each series as
provided in Section 4.1 and (ii) received by the Trustee for each series in the
capacity of Security Registrar, if the Trustee is then acting in such capacity.
The Trustee may destroy


                                       28
<PAGE>

any list furnished to it as provided in Section 4.1 upon receipt of a new list
so furnished.

                  (b) If three or more Holders of Securities of any series
(hereinafter 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 of such series 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 of Securities of such series 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 will, within five business days after the receipt
of such application, at its election, either:


                           (1) afford such applicants  access to the information
preserved at the time by the Trustee in accordance with Section 4.2(a); or

                           (2) inform such applicants as to the approximate
number of Holders of Securities whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with Section
4.2(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 elects not to afford such applicants access to
such information, the Trustee will, upon the written request of such applicants,
mail to each Holder of Securities whose name and address appears in the
information preserved at the time by the Trustee in accordance with Section
4.2(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 of payment, of the reasonable
expenses of mailing, unless within five days after such tender the Trustee mails
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 interests of the Holders
of Securities or would be in violation of applicable law. Such written statement
will specify the basis of such opinion. If the Commission, after opportunity for
a hearing upon the objections specified in the written statement so filed,
enters 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 will
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and will enter an order so declaring, the Trustee will
mail copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee will be relieved of any obligation or duty to such
applicants respecting their application.

                  (c) Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the


                                       29
<PAGE>

Company nor the Trustee nor any Paying Agent nor any Security Registrar will be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section
4.2(b), regardless of the source from which such information was derived, and
that the Trustee will not be held accountable by reason of mailing any material
pursuant to a request made under Section 4.2(b).

                  4.3 REPORTS BY THE COMPANY. (a) The Company will 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) that the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act or pursuant to Section 314 of the Trust
Indenture Act; or, if the Company is not required to file information, documents
or reports pursuant to either of such sections, then to file with the Trustee
and the Commission, in accordance with roles and regulations prescribed from
time to time by the Commission, such of the supplementary and period
information, documents and reports which may be required pursuant to Section 13
of the Exchange Act in respect of a Security listed and registered on a national
securities exchange as may be prescribed from time to time in such rule and
regulation.

                  (b) The Company will file with the Trustee and the Commission,
in accordance with the rules and regulations prescribed from time to time by the
Commission, such additional information, document and reports with respect to
compliance by the Company with the conditions and covenants provided for in this
Indenture as may be required from time to time by such regulations.

                  (c) Delivery of such reports, information and documents to the
Trustee is for informational purposes only, and the Trustee's receipt of such
does not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

                  4.4 REPORTS BY THE TRUSTEE. (a) Within 60 days after each May
15, beginning with May 15, 2001, the Trustee will mail to each Holder as and to
the extent provided in the Trust Indenture Act Section 313(c) a brief report
dated as of such May 15, if and to the extent required by Section 313(a) of the
Trust Indenture Act. The Trustee also will comply with Section 313(b) of the
Trust Indenture Act.

                  (b) Reports pursuant to this Section 4.4 will be mailed:

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


                                       30
<PAGE>

                           (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 4.2(a).

                  (c) A copy of each report at the time of its mailing to
Holders will be filed with the Commission and each stock exchange (if any) on
which the Securities of any series are listed. The Company agrees promptly to
notify the Trustee whenever the Securities of any series become listed on any
stock exchange and of any delisting thereof.


                                    ARTICLE V

                                    REMEDIES

                  5.1 EVENTS OF DEFAULT. "EVENT OF DEFAULT", wherever used
herein with respect to any particular series of Securities, means any one of the
following events (whatever the reason for such Event of Default and whether or
not 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):

                  (a) default in the payment of any interest upon any Security
of that series or of any Coupon appertaining thereto, when such interest or
Coupon becomes due and payable, and continuance of such default for a period of
30 days; or

                  (b) default in the payment of the principal of (or premium, if
any,  on) any  Security  of that  series  when it becomes due and payable at its
Maturity; or

                  (c) default in the deposit of any Sinking Fund  Payment,  when
and as due by the terms of any Security of that series; or

                  (d) default in the performance, or breach, of any covenant or
agreement of the Company in this Indenture with respect to any Security of that
series (other than a covenant or agreement a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), 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


                                       31
<PAGE>

requiring it to be remedied stating that such notice is a "Notice of Default"
hereunder; or

                  (e) the Company pursuant to or within the meaning of any
Bankruptcy Law:

                           (1)  commences a voluntary case;

                           (2)  consents to the entry of an order for relief
against it in an involuntary case;

                           (3) consents to the  appointment of a Custodian of it
or for all or substantially all of its property; or

                           (4) makes a general assignment for the benefit of
its creditors; or

                  (f) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (1)  is for relief against the Company in an
involuntary case;

                           (2) appoints a Custodian of the Company or for all or
substantially all of its property; or

                           (3) orders the liquidation of the Company, and the
order or decree remains unstayed and in effect for 90 days; or

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

The term "Bankruptcy Law" means, title 11, U.S. Code or any similar federal or
state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or other similar official under any Bankruptcy
Law.

                  5.2 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 and 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 (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all 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 the Holders), and upon any such declaration, such principal
or specified portion thereof shall become immediately due and payable.


                                       32
<PAGE>

                  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 provided in this Article, 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:

                  (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay in the currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 2.3 for the
Securities of such series):

                           (1)   all overdue installments of interest, if any,
on all Outstanding Securities of that series and any related Coupons;

                           (2)   the principal of (and premium, if any, on)
all Outstanding Securities of that series which has become due otherwise than by
such declaration of acceleration and interest thereon at the rate or rates borne
by or provided for in such Securities;

                           (3)   to the extent that payment of such interest is
lawful,  interest  upon  overdue  installments  of interest at the rate or rates
borne by or provided for in such Securities; and

                           (4)   all amounts owed to the Trustee and each
predecessor Trustee under Section 6.6; and

                  (b) all Events of Default with respect to Securities of that
series, other than the nonpayment of the principal of (or premium, if any) or
interest on Securities of that series which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
5.13.

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

                  5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. The Company covenants that if:

                  (a) default is made in the payment of any installment of
interest on any Security of any series and any related Coupon when such interest
becomes due and payable and such default continues for a period of 30 days; or

                  (b)  default is made in the  payment of the  principal  of (or
premium, if any, on) any Security of any series at its Maturity, then the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of Securities of such series and Coupons, the whole amount


                                       33
<PAGE>

then due and payable on such Securities and Coupons for principal (and premium,
if any) and interest, if any, with interest upon any overdue principal (and
premium, if any) and, to the extent that payment of such interest shall be
legally enforceable, upon any overdue installments of interest, if any, at the
rate or rates borne by or provided for in such Securities, and, in addition
thereto, such further amount as shall be sufficient to cover all amounts owed to
the Trustee and each predecessor Trustee under Section 6.6.

                  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, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon Securities of
such series 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 Securities of such series, 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 and any related Coupons 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.

                  5.4 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 of any series 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
any overdue principal, premium or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise:

                  (a) to file and prove a claim for the whole amount of
principal (or in the case of Original Issue Discount Securities, such portion of
the principal as may be provided for in the terms thereof) (and premium, if any)
and interest, if any, 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 and each predecessor
Trustee, and their respective agents and counsel, except as a result of
negligence or bad faith) and of the Holders allowed in such judicial proceeding;
and


                                       34
<PAGE>

                  (b) 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 of Securities of such series and Coupons 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 to it for
the reasonable compensation, expenses, disbursements and advances of the Trustee
and any predecessor Trustee, their agents and counsel, and any other amounts due
the Trustee or any predecessor Trustee under Section 6.6.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security or Coupon any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or Coupons or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder of a Security or Coupon in any such proceeding.

                  5.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS. All rights of action and claims under this Indenture or
any of the Securities or Coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or Coupons 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 and
each predecessor Trustee, and their respective agents and counsel, be for the
ratable benefit of the Holders of the Securities and Coupons in respect of which
such judgment has been recovered.

                  5.6 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, if any, upon
presentation of the Securities or Coupons, or both, as the case may be, 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 and any
         predecessor Trustee under Section 6.6;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities and Coupons for principal (and premium, if any) and
         interest, if any, 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 aggregate amounts due and payable on such
         Securities and


                                       35
<PAGE>

         Coupons for principal (and premium, if any) and interest, if any,
         respectively; and

                  THIRD:  To the payment of the remainder, if any, to the
         Company.

                  5.7 LIMITATION ON SUITS. No Holder of any Security of any
series or any related Coupon 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:

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

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

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

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

                  (e) 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 such
Holders.

                  5.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST. Notwithstanding any other provision in this Indenture, the
Holder of any Security or Coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
interest, if any, on such Security or payment of such Coupon on the respective
due dates expressed in such Security or Coupon (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.


                                       36
<PAGE>

                  5.9 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder of a Security or Coupon 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 the Company, the Trustee and the
Holders of Securities and Coupons shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

                  5.10 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons in the last paragraph of Section 2.9, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities or Coupons 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.

                  5.11 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Security or Coupon 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 of Securities or Coupons, as the
case may be.

                  5.12 CONTROL BY HOLDERS OF SECURITIES. The Holders of a
majority in principal amount of the Outstanding Securities of series shall have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee with respect to the Securities of such series; PROVIDED that:

                  (a) such direction shall not be in conflict with any rule of
law or with this Indenture;

                  (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction; and

                  (c) the Trustee need not take any action which might involve
it in personal liability or be unjustly prejudicial to the Holders of Securities
of such series not consenting.


                                       37
<PAGE>

                  5.13 WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series and any related
Coupons waive any past default hereunder with respect to such series and its
consequences, except a default:

                  (a) in the payment of the principal of (or premium, if any) or
interest, if any, on any Security of such series or any related Coupons; or

                  (b) in respect of a covenant or provision hereof which under
Article VIII 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 Event of Default or impair any right consequent
thereon.

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

                  5.15 NOTICE OF DEFAULTS. Within 90 days after the occurrence
of any Defaults hereunder with respect to the Securities of any series, the
Trustee shall transmit to the Holders of the Securities of such series notice of
such Default hereunder known to the Trustee, unless such Default has been cured
or waived; PROVIDED that, except in the case of a Default in the payment of the
principal of (or premium, if any, on) or interest on any of the Securities of
such series, or the payment of any sinking fund installment with respect to
Securities of such series, the Trustee will be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities of such series. Notice pursuant to this Section shall
be given, (a) if any Bearer Securities of such series are then Outstanding, to
the Holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, in the City of New York, and at least once in an
Authorized Newspaper in London (and if required by Section 3.6, at least once in
an Authorized Newspaper in Luxembourg) and (b) to all Holders of Outstanding
Registered Securities of such series as the names and addresses of such Holders
appear upon the registry books of the Company, and to other Holders


                                       38
<PAGE>

of Securities of such series as have filed their names and addresses with the
Trustee within two year preceding the giving of such notice.

                  5.16 UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken or omitted by it as Trustee, in either case in respect of the
Securities of any series, a court may require any party litigant in such suit
(other than the Trustee) to file an undertaking to pay the costs of the suit,
and the court may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant (other than the Trustee) in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant. This Section 5.16 does 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 referred to in Section 5.8.


                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

                  6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE, PRIOR TO
DEFAULT. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of such series, and after the curing or waiving of all
Events of Default which may have occurred with respect to such series,
undertakes to perform only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations will be read into this
Indenture against the Trustee. If an Event of Default with respect to the
Securities of a series has occurred which has not been cured or waived, the
Trustee will exercise, with respect to such series of Securities, the rights and
powers that this Indenture vests in it with the degree of care and skill a
prudent man would exercise or use under the circumstances in conducting his own
affairs.

                  No provision of this Indenture will 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:

                  (a) prior to the occurrence of an Event of Default with
respect to the Securities of any series and after the curing or waiving of all
such Events of Default with respect to such series which may have occurred; in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture;
but in the case of any such statements, certificates or opinions which by any
provision hereof are specifically required to be furnished

                                       39
<PAGE>

to the Trustee, the Trustee will be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture;

                  (b) the Trustee will not be liable for any error of judgment
made in good faith by a Responsible Officer of the Trustee, unless it is proved
that the Trustee was negligent or acted in bad faith in ascertaining the
pertinent facts; and

                  (c) the Trustee will 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 pursuant to Section 5.12 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.

                  None of the provisions contained in this Indenture will
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such liability is not
reasonably assured to it.

                  The provisions of this Section 6.1 are in furtherance of and
subject to Section 315 of the Trust Indenture Act.

                  6.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act, and except as otherwise provided in Section
6.1:

                  (a) the Trustee may rely and will be protected in acting or
refraining from acting upon any resolution, Officer's Certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, bond, debenture, note, Coupon, security or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                  (b) any request, direction, order or demand of the Company
mentioned herein will be sufficiently evidenced by an Officer's Certificate or
Company Order (unless other evidence in respect thereof be herein specifically
prescribed), and any resolution of the Board of Directors may be sufficiently
evidenced by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company;

                  (c) whenever in the administration of this Indenture the
Trustee deems 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 Officer's Certificate;


                                       40
<PAGE>

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

                  (e) the Trustee will be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders of Securities of any series pursuant to the
provisions of this Indenture, unless such Holders will have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred therein or thereby;

                  (f) the Trustee will not be liable for any action taken or
omitted by it in good faith and reasonably believed by it to be authorized or
within the discretion, rights or powers conferred upon it by this Indenture;

                  (g) prior to the occurrence of an Event of Default and after
the curing or waiving of all Events of Default which may have occurred, the
Trustee will not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, appraisal, bond, debenture, note,
Coupon, security, or other paper or document unless requested in writing so to
do by the Holders of not less than a majority in aggregate principal amount of
the Securities of all series affected then Outstanding; PROVIDED that, if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expenses or liabilities as a condition of
proceeding; the reasonable expenses of every such investigation will be paid by
the Company or, if paid by the Trustee or any predecessor Trustee, will be
repaid by the Company upon demand; and

                  (h) 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 not regularly in its employ and the Trustee will not be
responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.

                  6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, and in
any Coupons will be taken as the statements of the Company, and neither the
Trustee for any series, nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Securities or Coupons, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder,
and that the statements made by it or to be


                                       41
<PAGE>

made by it in a Statement of Eligibility on Form T-1 supplied to the Company are
true and accurate. Neither the Trustee for any series, any Authenticating Agent,
nor the Trustee will be accountable for the use or application by the Company of
any of the Securities or the proceeds thereof.

                  6.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES OR COUPONS;
COLLECTIONS; ETC. The Trustee, any Security Registrar, any Paying Agent or any
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Securities or Coupons with the same rights it
would have if it were not the Trustee or such agent and subject to the
provisions of the Trust Indenture Act relating to conflicts of interest and
preferential claims and may otherwise deal with the Company and receive,
collect, hold and retain collections from the Company with the same rights it
would have if it were not the Trustee or such agent.

                  6.5 MONEYS HELD IN TRUST. Subject to the provisions of Section
10.4 hereof, all moneys received by the Trustee or any Paying Agent will, until
used or applied as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds except to the
extent required by mandatory provisions of law. The Trustee will invest such
moneys in accordance with the Company's written instructions. Neither the
Trustee nor any agent of the Company or the Trustee will be under any liability
for interest on any moneys received by it hereunder. So long as no Event of
Default has occurred and is continuing, all interest allowed in any such moneys
will be paid from time to time to the Company upon a Company Order.

                  6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Company will pay in Dollars to the Trustee from time to time, such
compensation as the Company and the Trustee from time to time agree in writing
for all services rendered by it hereunder (which will not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). Except as otherwise expressly provided herein, the Company will pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel,
attorneys, agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence, willful
misconduct, or bad faith. The Company also will indemnify in Dollars the Trustee
and each predecessor Trustee for, and to hold it harmless against, any and all
loss, liability or expense, including taxes (other than taxes based upon or
measured by the income of the Trustee) incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the reasonable costs and expenses of defending itself
against or investigating any claim of liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligations of the
Company under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each


                                       42
<PAGE>

predecessor Trustee for reasonable expenses, disbursements and advances will
constitute additional indebtedness hereunder and will survive the satisfaction
and discharge of this Indenture. As security for the performance of the
obligations of the Company under this Section 6.6, the Trustee for any series of
Securities will have a prior claim to the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
payment of principal of or interest on particular Securities or Coupons.

                  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1 subsection (e) or
(f), the expenses (including the reasonable charges and expenses of its counsel)
and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

                  6.7 RIGHT OF TRUSTEE TO RELY ON OFFICER'S CERTIFICATE, WHERE
NO OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Subject to Sections 6.1 and 6.2,
whenever in the administration of the trusts of this Indenture the Trustee deems
it necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officer's Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, will be full warrant to the Trustee for any action taken,
suffered or omitted by it under the provisions of this Indenture upon the faith
thereof.

                  6.8 INDENTURES NOT CREATING POTENTIAL CONFLICTING INTERESTS
FOR THE TRUSTEE. As of the date hereof, the Company has no outstanding debt
securities issued pursuant to an indenture of which the Trustee is the Trustee.

                  6.9 CORPORATE TRUSTEE REQUIRED; PERSONS ELIGIBLE FOR
APPOINTMENT AS TRUSTEE. There will at all times be a Trustee for each series of
Securities hereunder which will at all times be either (i) a corporation
organized and doing business under the laws of the United States, any state
thereof or the District of Columbia authorized under such laws to exercise
corporate trust powers and subject to supervision or examination by federal,
state or District of Columbia authority or (ii) a corporation or other Person
organized and doing business under the laws of a foreign government that is
permitted to act to a rule, regulation or order of the Commission authorized
under such laws to exercise corporate trust powers, and subject to supervision
or examination by authority of such foreign government or a political
subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees, in either case having a
combined capital and surplus of at least $50,000,000. Such corporation will have
its principal place of business or an agency in the Borough of Manhattan, the
City of New York, if there is such a corporation in such location willing to act
upon reasonable and customary terms and conditions. If such corporation
pub-


                                       43
<PAGE>

lishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for
purposes of this Section, the combined capital and surplus of such corporation
are deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may, but need not, appoint
a separate Trustee for any one or more series of Securities. In case at any time
the Trustee ceases to be eligible in accordance with the provisions of this
Section, the Trustee will resign immediately in the manner and with the effect
specified in Section 6.10.

                  The provisions of this Section 6.9 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act.

                  6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE. (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of resignation to the Company and (i) if any Bearer
Securities of a series affected are then Outstanding, by giving notice of such
resignation to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, the City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), (ii) if any Bearer
Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the Holders thereof who have filed their names and addresses with
the Trustee within two years preceding the giving of such notice at such
addresses as were so furnished to the Trustee and (iii) by mailing notice of
such resignation to the Holders of then Outstanding Registered Securities of
each series affected at their addresses as they appear on the Security Register.
Upon receiving such notice of resignation, the Company will promptly appoint a
successor Trustee or Trustees with respect to the applicable series by written
instrument in duplicate, executed by authority of the Board of Directors, one
copy of which instrument will be delivered to the resigning Trustee and one copy
to the successor Trustee or Trustees. If no successor Trustee has been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee, or any Holder who has been a bona fide Holder of a Security of the
applicable series for at least six months may, subject to the provisions of
Section 5.16, on behalf of such Holder and all others similarly situated,
petition any such court for the appointment of a successor Trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor Trustee.

                  (b)      If at any time:

                           (1) the Trustee fails to comply with the provisions
of Section 310(b) of the Trust Indenture Act with respect to any series of
Securities after written request therefor by the Company or by any Holder who
has been a bona fide Holder of a Security of such series for at least six
months; or


                                       44
<PAGE>

                           (2) the Trustee  ceases to be eligible in  accordance
with the provisions of Section 6.9 and Section 310(a) of the Trust Indenture Act
and fails to resign  after  written  request  therefor  by the Company or by any
Holder; or

                           (3) the Trustee becomes incapable of acting with
respect to any series of Securities, or is adjudged bankrupt or insolvent, or a
receiver or liquidator of the Trustee or of its property is appointed, or any
public officer takes 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, the Company may remove the Trustee with respect to the
applicable series of Securities and appoint a successor Trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Company, one copy of which instrument will be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to the provisions of
Section 315(e) of the Trust Indenture Act, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
such Holder and all others similarly situated, may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor Trustee.

                  (c) The Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of a particular series may at any
time remove the Trustee for such series and only such series by so notifying the
Trustee and the Company in accordance with Section 7.1 and may appoint a
successor Trustee.

                  (d) No resignation or removal of the Trustee of any series and
no appointment of a successor Trustee pursuant to any of the provisions of this
Section 6.10 becomes effective until the acceptance of appointment by the
successor Trustee as provided in Section 6.11.

                  (e) The Company will give notice of each removal of the
Trustee (i) if any Bearer Securities of a series affected are then Outstanding,
to the Holders thereof, by publication of such notice at least once in an
Authorized Newspaper in the City of New York and at least once in an Authorized
Newspaper in London (and, if required by Section 3.6, at least once in an
Authorized Newspaper in Luxembourg), (ii) if any Bearer Securities of a series
affected are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee within two years preceding the giving of such
notice, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee will make such information available
to the Company for such purpose) and (iii) to the Holders of Registered
Securities of each series affected, by


                                       45
<PAGE>

mailing such notice to such Holders at their addresses as they will appear on
the registry books.

                  6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor Trustee appointed as provided in Section 6.10 will execute and deliver
to the Company and its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to all or any applicable series will become
effective and such successor Trustee, without any further act, deed or
conveyance, will become vested with all rights, powers, duties and obligations
of its predecessor hereunder with respect to such series, with like effect as if
originally named as Trustee for such series hereunder; however, on the written
request of the Company or of the successor Trustee, upon payment of its charges
then unpaid, the retiring Trustee will, subject to Section 10.4, pay over to the
successor Trustee all moneys at the time held by it hereunder and will execute
and deliver an instrument transferring to such successor Trustee all such
rights, powers, duties and obligations. Upon request of any such successor
Trustee, the Company will execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor Trustee all such
rights and powers. Any Trustee ceasing to act will, nevertheless, retain a prior
claim upon all property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

                  If a successor Trustee is appointed with respect to the
Securities of one or more (but not all) series, the Company, the predecessor
Trustee and each successor Trustee with respect to the Securities of such series
will execute and deliver an indenture supplemental hereto which (i) will contain
such provisions as are deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
will continue to be vested in the predecessor Trustee and (ii) will add to or
change any of the provisions of this Indenture as will 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 will constitute such Trustees co-trustees of the same trust and that
each such Trustee will be Trustee of a trust or trusts under separate
indentures.

                  No successor Trustee with respect to any series of Securities
will accept appointment as provided in this Section 6.11 unless at the time of
such acceptance such successor Trustee is qualified under Section 310(b) of the
Trustee Indenture Act and eligible under the provisions of Section 6.9.

                  Upon acceptance of appointment by any successor Trustee as
provided in this Section 6.11, the Company will give notice thereof (a) if any
Bearer Securities of a series affected are then Outstanding, to the Holders
thereof, by publication of such notice at least once in an Authorized


                                       46
<PAGE>

Newspaper in the Borough of Manhattan, the City of New York, and at least once
in an Authorized Newspaper in London (and, if required by Section 3.6, at least
once in an Authorized Newspaper in Luxembourg), (b) if any Bearer Securities of
a series affected are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee within two years preceding the giving
of such notice, by mailing such notice to such Holders at such addresses as were
so furnished to the Trustee (and the Trustee will make such information
available to the Company for such purpose) and (c) to the Holders of Registered
Securities of each series affected, by mailing such notice to such Holders at
their addresses as they appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Company fails to give such notice within ten
days after acceptance of appointment by the successor Trustee, the successor
Trustee will cause such notice to be given at the expense of the Company.

                  Upon request of any such successor Trustee, the Company will
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 this Section 6.11.

                  6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee may be converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee is a party, or any corporation
succeeding to the corporate trust business of the Trustee, will be the successor
of the Trustee hereunder; PROVIDED, that such corporation qualifies under
Section 310(b) of the Trust Indenture Act and is eligible under the provisions
of Section 6.9, without the execution of filing of any paper or any further act
on the part of any of the parties hereto.

                  In case at the time such successor to the Trustee succeeds to
the trusts created by this Indenture any of the Securities of any series have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee and deliver
such Securities so authenticated; and, in case at that time any of the
Securities of any series have not been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such cases such
certificate will have the full force which it has anywhere in the Securities of
such series or in this Indenture provided that the certificate of the Trustee
will have; PROVIDED, that the right to adopt the certificate of authentication
of any predecessor Trustee or to authenticate Securities of any series in the
name of any predecessor Trustee will apply only to its successor or successors
by merger, conversion or consolidation.

                  6.13 APPOINTMENT OF AUTHENTICATING AGENT. As long as any
Securities of a series remain Outstanding, the Trustee may, by an instrument in
writing, appoint with the approval of the Company an authenticating agent (the


                                       47
<PAGE>

"AUTHENTICATING AGENT") which will be authorized to act on behalf of the Trustee
to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent will
be entitled to the benefits of this Indenture and will be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
will be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent will at all times be a corporation organized and doing
business under the laws of the United States or of 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
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal, state or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually pursuant to law or the requirements of such supervising or examining
authority, then for purposes of this Section, the combined capital and surplus
of such corporation are deemed to be its combined capital and surplus as set
forth in its most recent report or condition so published. If at any time an
Authenticating Agent for any series of Securities ceases to be eligible in
accordance with the provisions of this Section, such Authenticating Agent will
resign immediately in the manner and with the effect specified in this Section.

                  Any corporation into which any 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 any
Authenticating Agent is a party, or any corporation succeeding to the corporate
agency business of any Authenticating Agent, will continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent.

                  Any Authenticating Agent may at any time, and if it ceases to
be eligible will, resign by giving written notice of resignation 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 any Authenticating Agent ceases to be
eligible in accordance with the provisions of this Section 6.13 with respect to
one or more series of Securities, the Trustee will upon receipt of a Company
Order appoint a successor Authenticating Agent and the Company will provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.4. Any successor Authenticating
Agent upon acceptance of its appointment hereunder will become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as


                                       48
<PAGE>

if originally named as Authenticating Agent. The Company agrees to pay to the
Authenticating Agent for such series from time to time reasonable compensation.
The Authenticating Agent for the Securities of any series will have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

                  Sections 6.2, 6.3, 6.4, 6.6, 6.9 and 7.3 will be applicable to
any Authenticating Agent.

                  6.14 COMPLIANCE WITH TAX LAWS. The Trustee hereby agrees to
comply with all United States federal income tax information reporting and
withholding requirements applicable to it with respect to payments or premium
(if any), and interest on the Securities whether acting as Trustee, Security
Registrar, Paying Agent or otherwise with respect to the Securities.

                  6.15 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee will be subject to the provisions of Section 311 of the Trust Indenture
Act.


                                   ARTICLE VII

                             CONCERNING THE HOLDERS

                  7.1 EVIDENCE OF ACTION TAKEN BY HOLDERS. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by a specified percentage in principal
amount of the Holders of any or all series may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such specified
percentage of Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action will become effective
when such instrument or instruments are delivered to the Trustee. Proof of
execution of any instrument or of a writing appointing any such agent will be
sufficient for any purpose of this Indenture and (subject to Sections 6.1 and
6.2) conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Article.

                  7.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDINGS OF
SECURITIES. Subject to Sections 6.1 and 6.2, the execution of any instrument by
a Holder or his agent or proxy may be proved in the following manner:

                  (a) The fact and date of the execution by any Holder of any
instrument may be proved by the certificate of any notary public or other
officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instruments acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer. Where such execution is by or
on behalf of any legal entity other than an individual, such certificate or
affidavit will also constitute sufficient proof of the authority of the Person
executing the same. The fact of the holding by any Holder of a Bearer Security
of any series, and the identifying


                                       49
<PAGE>

number of such Bearer Security and the date of his holding the same, may be
proved by the production of such Bearer Security or by a certificate executed by
any trust company, bank, banker or recognized securities dealer wherever
situated satisfactory to the Trustee, if such certificate is deemed by the
Trustee to be satisfactory. Each such certificate will be dated and will state
that on the date thereof a Bearer Security of such series bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the Person named in such certificate.
Any such certificate may be issued in respect of one or more Bearer Securities
of one or more series specified therein. The Trustee for such Securities and the
Company may assume that the ownership of any Bearer Security by the Person named
in any such certificate of any Bearer Securities will continue for a period of
one year from the date of such certificate unless at the time of any
determination of such holding (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Securities is produced, or (2)
the Bearer Security specified in such certificate is produced by some other
Person, or (3) the Bearer Security specified in such certificate is no longer
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the execution
of any such instrument and the amount and numbers of Bearer Securities of any
series held by the Person so executing such instrument and the amount and
numbers of any Bearer Security or Securities for such series may also be proven
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner which the Trustee for such
series may deem sufficient.

                  (b) In the case of Registered Securities, the ownership, the
principal amount and the serial numbers of such Registered Securities will be
proved by the Security Register or by a certificate of the Security Registrar.

                  7.3 HOLDERS TO BE TREATED AS OWNERS. Prior to due presentment
for registration of transfer of any Registered Security, the Company, the
Trustee and any agent of the Company or the Trustee may deem and treat the
Person in whose name any Registered Security is registered upon the Security
Register for such series as the absolute owner of such Registered Security
(whether or not such Registered Security is overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and, subject to the provisions of
this Indenture, interest on such Registered Security and for all other purposes;
and neither the Company nor the Trustee nor any agent of the Company or the
Trustee will be affected by any notice to the contrary. All such payments so
made to any such Person, or upon his order, will be valid, and, to the extent of
the sum or sums so paid effectual to satisfy and discharge the liability for
moneys payable upon any such Registered Security. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Holder of any Bearer
Security and the Holder of any Coupon as the absolute owner of such Bearer
Security or Coupon (whether or not such Bearer Security or Coupon is overdue)
for the purpose of receiving payment thereof or on account thereof and for all
other purposes and neither the Company, the Trustee, nor any agent of the
Company or the Trustee will be affected by any notice to the contrary.


                                       50
<PAGE>

All such payments so made to any such Person, or upon his order, will be valid,
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Bearer Security or
Coupon.

                  7.4 SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct common control with the Company or any other
obligor on the Securities with respect to which such determination is being
made, will be disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of determining whether the
Trustee will be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned will 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 that
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
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Securities.
In case of a dispute as to such right, the advice of counsel will be full
protection in respect of any decision made by the Trustee in accordance with
such advice. Upon request of the Trustee, the Company will furnish to the
Trustee promptly an Officer's Certificate listing and identifying all
Securities, if any, known by the Company to be owned or held by or for the
account of any of the persons described above; and, subject to Sections 6.1 and
6.2, the Trustee will be entitled to accept such Officer's Certificate as
conclusive evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of any such
determination.

                  7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 7.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security will be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor or on registration of transfer thereof, irrespective of
whether or not any notation in regard thereto is made upon any such Security.
Any action taken by the Holders of the percentage in aggregate principal amount
of the Securities of any or all series, as the case may be, specified in this
Indenture in connection with such


                                       51
<PAGE>

action will be conclusively binding upon the Company, the Trustee and the
Holders of all the Securities affected by such action.

                  7.6 RECORD DATE FOR CONSENTS AND WAIVERS. The Company may,
but will not be obligated to, direct the Trustee to establish a record date for
the purpose of determining the Persons entitled to (i) waive any past Default
with respect to the Securities of any series in accordance with Section 5.13,
(ii) consent to any supplemental indenture in accordance with Section 8.2, (iii)
waive compliance with any term, condition or provision of any covenant hereunder
(if the Indenture should expressly provide for such waiver) or (iv) vote on or
consent to any action referred to in Section 7.1. If a record date is fixed, the
Holders on such record date, or their duly designated proxies, are entitled to
waive any such past Default, consent to any such supplemental indenture, waive
compliance with any such term, condition or provision or vote on or consent to
any such action, whether or not such Holder remains a Holder after such record
date; PROVIDED, HOWEVER, that unless such waiver or consent is obtained from the
Holders, or duly designated proxies, of the requisite principal amount of
Outstanding Securities of such series prior to the date which is the 90th day
after such record date, any such waiver or consent previously given is
automatically and without further action by any Holder cancelled and of no
further effect.


                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

                  8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. The
Company, when authorized by a Board Resolution (which resolution may provide
general terms or parameters for such action and may provide that the specific
terms of such action may be determined in accordance with or pursuant to a
Company Order), and the Trustee may from time to time and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

                  (a) to convey, transfer, assign, mortgage or pledge any
property or assets to the Trustee as security for the Securities of one or more
series;

                  (b) to add to the conditions, limitations and restrictions on
the authorized amount, form, terms or purposes of issue, authentication and
delivery of Securities, as herein set forth, other conditions, limitations and
restrictions thereafter to be observed;

                  (c) to evidence the succession of another entity to the
Company, or successive successions, and the assumption by the successor of the
covenants, agreements and obligations of the Company pursuant to Article IX;


                                       52
<PAGE>

                  (d) to add to the covenants of the Company such further
covenants, restrictions, conditions or provisions as the Company considers to be
for the protection of the Holders of Securities or Coupons (and if such
covenants, restrictions, conditions or provisions 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), and to make the
occurrence, or the occurrence and continuance, of a Default in any such
additional covenants, restrictions, conditions or provisions an Event of Default
(and, if such Event of Default is applicable to less than all series of
Securities specifying the series to which such Event of Default is applicable)
permitting the enforcement of all or any of the several remedies provided in
this Indenture as herein set forth; PROVIDED that in respect of any such
additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular grace period after Default (which period
may be shorter or longer than that allowed in the case of other Defaults) or may
provide for an immediate enforcement upon such an Event of Default or may limit
the remedies available to the Trustee upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate principal amount of the
Securities of such series to waive such an Event of Default;

                  (e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provisions as the Company may deem
necessary or desirable, PROVIDED that no such action adversely affects the
interests of the Holders of the Securities or Coupons taken as a whole;

                  (f) to modify or amend this Indenture in such a manner as to
permit the qualification of this Indenture or any Indenture supplemental hereto
under the Trust Indenture Act as then in effect, except that nothing herein
contained permits or authorizes the inclusion in any Indenture supplemental
hereto of the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act;

                  (g) to add guarantees with respect to the Securities or to
secure the Securities;

                  (h) to make any change that does not adversely affect the
rights of the Holders of the Securities taken as a whole;

                  (i) to establish the forms or terms of Securities of any
series or Coupons as permitted by Sections 2.1 and 2.3;

                  (j) to otherwise change or eliminate any of the provisions of
this Indenture; PROVIDED, HOWEVER, that any 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 benefit
of such provision;


                                       53
<PAGE>

                  (k) 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 is
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
6.11;

                  (l) 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 on
Registered Securities or of principal or any interest on Bearer Securities, to
permit Registered Securities to be exchanged for Bearer Securities, to permit
Bearer Securities to be issued in exchange for Bearer Securities of other
authorized denominations, or to permit the issuance of uncertificated Securities
and to make all appropriate changes for such purposes; PROVIDED any such action
does not adversely affect the interests of the Holders of Securities of any
series or any Coupons in any material respect; or

                  (m) to add to or change any of the provisions of this
Indenture as are necessary or desirable to establish that Bearer Securities are
issued under arrangements reasonably designed to ensure that they are sold or
resold in connection with their original issuance only to a person who is a
Non-U.S. Person or who is a U.S. Person that is a financial institution
purchasing for its own account or for the account of a customer and that agrees
to comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the Code
and the regulations thereunder or any successor provisions thereto (including
without limitation the procedures and other requirements necessary to satisfy
the conditions set forth in Section 163(f)(2)(B) of the Code), and any other
requirements that must be complied with in order to avoid the disallowance of an
interest deduction by the Company with respect to interest paid on Bearer
Securities and any Coupons, the imposition of an excise tax on the Company with
respect to the Bearer Securities and any Coupons or the disallowance from
exemption from withholding tax on interest paid on the Bearer Securities and any
Coupons.

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, to make any further
appropriate agreements and stipulations which may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of any property
thereunder, but the Trustee is 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.

                  Any supplemental indenture authorized by the provisions of
this Section 8.1 may be executed without the consent of the Holders of any of
the Securities at the time outstanding, notwithstanding any of the provisions of
Section 8.2.

                  8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. Unless
otherwise set forth in Section 2.3, with the consent (evidenced as provided in


                                       54
<PAGE>

Article VII) of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities and any Coupons of each series affected by
such supplemental indenture, the Company, when authorized by a resolution of its
Board of Directors (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to a Company Order), and the Trustee
may, from time to time and at any time, 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 any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series and any Coupons; PROVIDED that no such
supplemental indenture:

                  (a) changes the Stated Maturity of the principal of or any
installment of interest on any Security, or reduces the principal amount thereof
or the rate of interest thereon payable upon the redemption thereof, or changes
the Stated Maturity of or reduces the amount of any payment to be made with
respect to any Coupons or changes the currency in which the principal of or
interest on such Security is denominated or payable, or reduces 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 5.2, or changes any Place of Payment where any Security or interest
thereon is payable, or impairs the right to institute suit for the enforcement
of any payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date), or reduces the premium payable
upon the redemption of any Security or changes the time at which any Security
may or will be redeemed in accordance with Article XII;

                  (b) reduces the percentage in principal amount of the
Outstanding Securities of any series, the consent of whose Holders is required
for any such supplemental indenture, or the consent of whose Holders is required
for any waiver (of compliance with certain provisions of this Indenture or
certain defaults hereunder and their consequences) provided for in this
Indenture; or

                  (c) modifies any of the provisions of this Section 8.2,
Section 5.13 or Section 3.10, except to increase any such percentage or to
provide with respect to any particular series the right to condition the
effectiveness of any supplemental indenture as to that series on the consent of
the Holders of a specified percentage of the aggregate principal amount of
Outstanding Securities of such series (which provision may be made pursuant to
Section 2.3 without the consent of any Holder) 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 subsection (c) is not deemed to require the consent of any Holder with
respect to changes in the references to "THE TRUSTEE" and concomitant changes in
this Section 8.2 and Section 3.10, or the deletion of this proviso, in
accordance with the requirements of the second paragraphs of Section 6.11 and
Section 8.1(k).


                                       55
<PAGE>

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

                  Upon the request of the Company, accompanied by a copy of a
resolution of the Board of Directors (which resolution may provide general terms
or parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to a Company Order)
certified by the Secretary or an Assistant Secretary of the Company authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Securities as aforesaid
and other documents, if any, required by Section 7.1, the Trustee will join with
the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but will not be obligated to, enter into such supplemental
indenture.

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

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee will give notice thereof (i) to the Holders of then Outstanding
Registered Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they will
appear on the Security register, (ii) if any Bearer Securities of a series
affected thereby are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee within two years preceding the giving
of such notice, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any Bearer
Securities of a series affected thereby are then Outstanding, to all Holders
thereof, by publication of a notice thereof at least once in an Authorized
Newspaper in the Borough of Manhattan, the City of New York, and at least once
in an Authorized Newspaper in London (and, if required by Section 3.6, at least
once in an Authorized Newspaper in Luxembourg), and in each case such notice
will set forth in general terms the substance of such supplemental indenture.
Failure of the Company to give such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
will be deemed to be modified and amended in accordance therewith and the
respective


                                       56
<PAGE>

rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities of each
series affected thereby will thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture will be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

                  8.4 DOCUMENTS TO BE GIVEN TO TRUSTEE; EXECUTION OF
SUPPLEMENTAL INDENTURES. In executing, or accepting, the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications hereby of the trusts created by this Indenture, the Trustee,
subject to the provisions of Sections 6.1 and 6.2, will be entitled to receive,
and will be fully protected in relying upon, an Officer's Certificate and an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article VIII complies with the applicable provisions
of this Indenture. The Trustee for any series of Securities may, but will not be
obligated to, enter into any such supplemental indenture which affects such
Trustee's own rights, liabilities, duties or immunities under this Indenture or
otherwise.

                  8.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken by Holders. If the Company or the Trustee will so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Securities of
such series then Outstanding.


                                   ARTICLE IX

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

                  9.1 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with any other corporation or
corporations (whether or not affiliated with the Company), or successive
consolidations or mergers, in which the Company or its successor or successors
will be a party or parties, or shall prevent any sale or conveyance of all or
substantially all the properties and assets of the Company and its Subsidiaries
as an entirety to any other Person (whether or not affiliated with the Company)
authorized to acquire and operate the same; PROVIDED, HOWEVER, that immediately
after giving effect to such transaction, no Default or Event of Default with
respect to any series of Securities will have occurred and be continuing; and
PROVIDED, further, that upon any such consolidation, merger, sale or conveyance,
other than a consolidation or


                                       57
<PAGE>

merger in which the Company is the continuing corporation, the due and punctual
payment of the principal or interest on all of the Securities and Coupons,
according to their tenor, and the due and punctual performance and observance of
all of the covenants and conditions of this Indenture to be performed by the
Company, will be expressly assumed, by supplemental indenture satisfactory in
form to the Trustee, executed and delivered to the Trustee by the corporation
(if other than the Company) formed by such consolidation, or into which the
Company has been merged, or which will have acquired such property; and
PROVIDED, FURTHER, that such corporation will be incorporated under the laws of
the United States, any state thereof or the District of Columbia.
Notwithstanding the first proviso in this paragraph, the Company may merge or
consolidate any Restricted Subsidiary into or with the Company or any other
direct or indirect wholly-owned Restricted Subsidiary of the Company.

                  9.2 SUCCESSOR COMPANY SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of or interest on all of the Securities and Coupons and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor corporation will
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the Company. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the Company
prior to such succession any or all of the Securities issuable hereunder,
together with any Coupons which theretofore have not been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions, and limitations
in this Indenture prescribed, the Trustee will authenticate and will deliver any
Securities, together with any Coupons which previously have been signed and
delivered by the officers of the Company to the Trustee, and any Securities,
together with any Coupons which such successor corporation thereafter will cause
to be signed and delivered to the Trustee for that purpose. All the Securities
so issued, together with any Coupons, will in all respects have the same legal
rank and benefit under this Indenture as the Securities and Coupons theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities and Coupons had been issued at the date of the execution
hereof.

                  In the event of any such consolidation, merger, sale or
conveyance such changes in phraseology and form (but not in substance) may be
made in the Securities and Coupons thereafter to be issued as may be
appropriate.

                  In the event of any such sale or conveyance (other than a
conveyance by way of lease) the Company or any successor corporation will be
discharged from all obligations and covenants under this Indenture and the
Securities and Coupons and may be liquidated and dissolved.


                                       58
<PAGE>

                  9.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to
the provisions of Sections 6.1 and 6.2, may receive an Opinion of Counsel,
prepared in accordance with Section 11.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.


                                    ARTICLE X

                          SATISFACTION AND DISCHARGE OF
                           INDENTURE; UNCLAIMED MONEYS

                  10.1 SATISFACTION AND DISCHARGE OF INDENTURE.

                  (a) If at any time (i) the Company will have paid or caused to
be paid the principal of and interest on all of the Securities of any series
Outstanding hereunder and all Coupons (other than Securities of such series and
Coupons which have been destroyed, lost or stolen and which have been replaced
or paid as provided in Section 2.9) as and when the same have become due and
payable, or (ii) the Company will have delivered to the Trustee for cancellation
all Securities of any series theretofore authenticated and all Coupons (other
than any Securities of such series and Coupons which have been destroyed, lost
or stolen and which have been replaced or paid as provided in Section 2.9) or
(iii) in the case of any series of Securities where the exact amount (including
the currency of payment) of principal of and interest due on such Securities can
be determined at the time of making the deposit referred to in clause (B) below,
(A) all the Securities of such series and all Coupons not theretofore delivered
to the Trustee for cancellation have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (B) the Company will have irrevocably
deposited or caused to be irrevocably deposited with the Trustee 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 the
Securities of such series and Coupons, (x) cash in an amount (other than moneys
repaid by the Trustee or any paying agent to the Company in accordance with
Section 10.4) or (y) in the case of any series of Securities the payments on
which may be made only in Dollars, direct obligations of the United States,
backed by its full faith and credit ("U.S. GOVERNMENT Obligations"), maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash in an amount or (z) 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
the principal and interest on all Securities of such series and all Coupons on
each date that such principal or interest is due and payable (whether at
maturity or upon redemption (through operation of a mandatory sinking fund or
otherwise) other than any redemption at the option of the Holder); and if, in
any such case, the


                                       59
<PAGE>

Company will also pay or cause to be paid all other sums payable hereunder by
the Company, then all of the Securities of such series and any Coupons will be
deemed paid and discharged and the provisions of this Indenture with respect to
such Securities and such Coupons cease to be of further effect (except as to (1)
rights of registration of transfer, exchange of Securities of such series and
any Coupons and the Company's right of optional redemption, if any, (2)
substitution of mutilated, defaced, destroyed, lost or stolen Securities or
Coupons, (3) rights of Holders of Securities and Coupons to receive payments of
principal thereof and interest thereon, upon the stated due dates therefor
(whether at maturity or upon redemption (through operation of a mandatory
sinking fund or otherwise) other than any redemption at the option of the
Holder, but not upon acceleration), (4) the rights, obligations, duties and
immunities of the Trustee hereunder, (5) the rights of the Holders of Securities
of such series and any Coupons as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them and (6) the
obligations of the Company under Section 3.2 and (D) the Trustee, on demand of
the Company accompanied by an Officer's Certificate and an Opinion of Counsel
which complies with Section 11.5 (stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with) and at the cost and expense of the Company, will execute
proper instruments acknowledging the same. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred
and to compensate the Trustee for any services thereafter reasonably and
properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

                  (b) In addition to discharge of the Indenture pursuant to the
next preceding paragraph, in the case of any series of Securities where the
exact amounts (including the currency of payment) of principal of and interest
due on such Securities can be determined at the time of making the deposit
referred to in clause (A) below, on the 91st day after the date of such deposit
all the Securities of such a series and any Coupons will be deemed paid and
discharged and the provisions of this Indenture with respect to the Securities
and Coupons cease to be of further effect (except, as to (i) rights of
registration of transfer and exchange of Securities of such series and any
Coupons and the Company's right of optional redemption, if any, (ii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities or
Coupons, (iii) rights of Holders of Securities and Coupons to receive payments
of principal thereof and interest thereon, upon the stated due dates therefor
(whether at maturity or upon redemption (through operation of a mandatory
sinking fund or otherwise) other than any redemption at the option of the
Holder, but not upon acceleration), (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, (v) the rights of the Holders of Securities
of such series and Coupons as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (vi) the
obligations of the Company under Section 3.2) and the Trustee, at the expense of
the Company, will, at the Company's request, execute proper instruments
acknowledging the same, if:


                                       60
<PAGE>

                           (1) the Company has irrevocably deposited or caused
to be irrevocably deposited with the Trustee 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 the Securities of such
series and Coupons, (A) cash in an amount, (B) in the case of any series of
Securities the payments on which may be made only in Dollars, U.S. Government
Obligations, maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash 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 the principal and interest on all Securities of
such series and any Coupons on each date that such principal or interest is due
and payable (whether at maturity or upon mandatory redemption (through operation
of a mandatory sinking fund or otherwise) other than any redemption at the
option of the Holder);

                           (2) no Default or Event of Default has occurred and
been continuing on the date of such deposit or, insofar as Sections 5.1(e) and
(f) 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 will not be
deemed satisfied until the expiration of such period);

                           (3) such deposit and discharge  will not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound;

                           (4) such deposit and discharge will not cause the
Trustee to have a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act;

                           (5) such deposit and discharge will not cause any
Securities then listed on any registered national securities exchange to be
delisted;

                           (6) the  Company  has  delivered  to the  Trustee  an
Opinion of Counsel based on the fact that (x) the Company has received  from, or
there has been published by, the Internal  Revenue Service a ruling or (y) since
the date hereof,  there has been a change in the  applicable  federal income tax
law, in either case to the effect that,  and such opinion will confirm that, the
Holders of the  Securities  of such  series and any Coupons  will not  recognize
income,  gain or loss for  federal  income  tax  purposes  as a  result  of such
deposit,  defeasance  and discharge and will be subject to federal income tax on
the same amount, in the same manner and at the same times as would have been the
case if such deposit and discharge had not occurred; and

                           (7) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the deposit and discharge contemplated by this
provision have been complied with.


                                       61
<PAGE>

                  (c) The Company will be released from its obligations under
Sections 3.7 and 9.1 and any other covenants specified pursuant to Section 2.3
with respect to the Securities of any series and any Coupons 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 the applicable series, the Company may
omit to comply with and will have no liability in respect of any term, condition
or limitation set forth in such sections or any such covenant, whether directly
or indirectly by reason of any reference elsewhere herein to such sections or
any such covenant or by reason of any reference in such sections or any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute an Event of Default under Section 5.1,
but the remainder of this Indenture and such Securities and Coupons will be
unaffected thereby. The following will be the conditions to application of this
subsection (c) of this Section 10.1:

                           (1) the Company has irrevocably deposited or caused
to be irrevocably deposited with the Trustee 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 the Securities of such
series and any Coupons, (A) cash in an amount, (B) in the case of any series of
Securities the payments on which may be made only in Dollars, U.S. Government
Obligations maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash 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 the principal and interest on all Securities of
such series and any Coupons on each date that such principal or interest is due
and payable (whether at maturity or upon redemption (through operation of a
mandatory sinking fund or otherwise) other than any redemption at the option of
the Holder);

                           (2) no Default or Event of Default has occurred and
is continuing on the date of such deposit or, insofar as Sections 5.1(e) and (f)
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 will not be deemed
satisfied until the expiration of such period);

                           (3) such covenant defeasance will not result in a
breach or violation of, or constitute a default under, any agreement or
instrument to which the Company is a party or by which it is bound;

                           (4) such covenant defeasance will not cause the
Trustee to have a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act;

                           (5) such covenant defeasance will not cause any
Securities then listed on any registered national securities exchange to be
delisted;

                                       62
<PAGE>

                           (6) the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the Securities of such
series and any Coupons 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;
and

                           (7) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that all
conditions precedent relating to the covenant defeasance contemplated by this
subsection (c) have been complied with.

                  10.2 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 10.4, all moneys and Securities deposited with
the Trustee (or other trustee) pursuant to Section 10.1 will be held in trust
and applied by it to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of the
particular Securities of such series and of any Coupons for the payment or
redemption of which such moneys or Securities have been deposited with the
Trustee, of all sums due and to become due thereon for principal and interest;
but such moneys or Securities need not be segregated from other funds except to
the extent required by law.

                  10.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all moneys then held by any Paying Agent under the provisions of
this Indenture with respect to such series of Securities will, upon demand of
the Company, be repaid to it or paid to the Trustee and thereupon such Paying
Agent will be released from all further liability with respect to such moneys.

                  10.4 RETURN OF MONEYS HELD BY TRUSTEE AND PAYING AGENT
UNCLAIMED FOR ONE YEAR. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the principal of or interest on any Security of
any series or any Coupons and not applied but remaining unclaimed for one year
after the date upon which such principal or interest will have become due and
payable, will, upon the written request of the Company and unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee for such series or such
Paying Agent or (if then held by the Company) will be discharged from such
trust, and the Holder of the Securities of such series and of any Coupons will,
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property laws, thereafter look only to the Company for
any payment which such Holder may be entitled to collect, and all liability of
the Trustee or any Paying Agent with respect to such moneys will thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment with respect to moneys deposited with it for
any payment (a) in respect of Registered Securities of any series, will at the
expense of the Company, mail by first-class mail to Holders of such Securities
at their addresses as they will


                                       63
<PAGE>

appear on the Security Register, and (b) in respect of Bearer Securities of any
series, will at the expense of the Company cause to be published once, in an
Authorized Newspaper in the Borough of Manhattan, the City of New York, and at
least once in an Authorized Newspaper in London (and, if required by Section
3.6, at least once in an Authorized Newspaper in Luxembourg), notice that such
moneys remain and that, after a date specified therein, which will not be less
than 30 days from the date of such mailing or publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

                  10.5 INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company
will 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 10.1 or the principal or interest received in respect of such
obligations.


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  11.11 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
COMPANY EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, will be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment or by any
legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of the Securities and Coupons by the
Holders thereof and as part of the consideration for the issuance of the
Securities and Coupons.

                  11.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS OF SECURITIES AND COUPONS. Nothing in this Indenture, in the
Securities or in any Coupons, express or implied, will give or be construed to
give to any Person, other than the parties hereto and their successors and the
Holders of the Securities and Coupons, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the Holders of the Securities and Coupons.

                  11.3 SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Company will bind its successors and assigns, whether so
expressed or not.

                  11.4 NOTICES AND DEMANDS ON COMPANY, TRUSTEE AND HOLDERS OF
SECURITIES AND COUPONS. Any notice or demand which by any provision of this


                                       64
<PAGE>

Indenture is required or permitted to be given or served by the Trustee or by
the Holders of Securities and Coupons to or on the Company may be given or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Company is
filed by the Company with the Trustee) to Ecolab Inc., Ecolab Center, 370 N.
Wabasha Street, St. Paul, Minnesota 51102-1390, Attention: General Counsel. Any
notice, direction, request or demand by the Company or any Holder of Securities
and Coupons to or upon the Trustee will be deemed to have been sufficiently
given or served by being deposited postage prepaid, first-class mail (except as
otherwise specifically provided herein) addressed (until another address of the
Trustee is filed by the Trustee with the Company) to Bank One, National
Association, 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126,
Attention: Benita Pointer.

                  Where this Indenture provides for notice to Holders of
Registered Securities, such notice will be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder entitled thereto, at his last address as it appears in
the Security Register. Where this Indenture provides for notice to Holders of
Bearer Securities who have filed their names and addresses within two years
preceding the giving of such notice, such notice will be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder entitled thereto, at his last
address as it appears in such filing. Notice to other Bearer Securities will be
by publication as provided in Section 6.10(a)(i). In any case where notice to
such Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder will 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 will be the equivalent of such notice. Waivers of notice by Holders
will be filed with the Trustee, but such filing will 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 or irregularities in
regular mail service, it is impracticable to mail notice to the Company when
such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as is reasonably satisfactory to the
Trustee is deemed to be a sufficient giving of such notice.

                  11.5 OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL,
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company will furnish to the Trustee an Officer's Certificate
stating that all conditions precedent 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 have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to


                                       65
<PAGE>

such particular application or demand, no additional certificate or opinion need
be furnished.

                  Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture will include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) 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, (c) a statement that, in the opinion of such person, such person has
made such examination or investigation as is necessary to enable such person to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

                  Any certificate, statement 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 that the
certificate or opinion or representations with respect to the matters upon which
such officer's certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate, statement or opinion of counsel may be based,
insofar as it relates to factual matters where the information is in the
possession of the Company, upon the certificate, statement or opinion of or
representations by an officer or officers of the Company, unless such officer
knows that the certificate, statement or opinions or representations with
respect to the matters upon which such officer's certificate, statement or
opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

                  Any certificate, statement or opinion of an officer of the
Company or of counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Company, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which such officer's or counsel's
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

                  Any certificate or opinion of any independent firm of public
accountants filed with and directed to the Trustee will contain a statement that
such firm is independent.

                  11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of interest on or principal of the Securities of any series or
Coupons or the date fixed for redemption or repayment of any such Security or
Coupon is not a Business Day, then payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the


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<PAGE>

same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest will accrue for the period after such date.

                  11.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT. If and to the extent that any provision of this Indenture limits,
qualifies as conflicts with another provision included in this Indenture by
operation of Sections 310 to 317, inclusive, of the Trust Indenture Act (an
"INCORPORATED PROVISION"), such incorporated provisions will control.

                  11.8 NEW YORK LAW TO GOVERN. This Indenture and each Security
and any Coupon will be deemed to be a contract under the laws of the State of
New York, and for all purposes will be construed in accordance with the laws of
such State, except as may otherwise by required by mandatory provisions of law.

                  11.9 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which will be an original; but such counterparts
will together constitute but one and the same instrument.

                  11.10 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and do not affect the
construction hereof.

                  11.11 SECURITIES IN A FOREIGN CURRENCY. Unless otherwise
specified in an Officer's Certificate delivered pursuant to Section 2.3 of this
Indenture with respect to a particular series of Securities, whenever for
purposes of this Indenture any action may be taken by the Holders of a specified
percentage in aggregate principal amount of Securities of all series or all
series affected by a particular action at the time Outstanding and, at such
time, there are Outstanding Securities of any series which are denominated in a
coin or currency other than Dollars, then the principal amount of Securities of
such series which will be deemed to be Outstanding for the purpose of taking
such action will be that amount of Dollars that could be obtained for such
amount at the Market Exchange Rate. For purposes of this Section 11.11, Market
Exchange Rate means the noon Dollar buying rate in New York City for cable
transfers of that currency published by the Federal Reserve Bank of New York. If
such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee will use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York as of the most
recent available date, or quotations from one or more major banks in the City of
New York or in the country of issue of the currency in question, or such other
quotations as the Trustee will deem appropriate. The provisions of this
paragraph will apply in determining the equivalent principal amount in respect
of Securities of a series denominated in a currency other than Dollars in
connection with any action taken by Holders of Securities pursuant to the terms
of this Indenture.

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<PAGE>

                  All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph will be in its sole discretion and will, in the absence of
manifest error, be conclusive to the extent permitted by law for all purposes
and irrevocably binding upon the Company and all Holders.

                  11.12 JUDGMENT CURRENCY. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Securities of any series
(the "REQUIRED CURRENCY") into a currency in which a judgment will be rendered
(the "JUDGMENT CURRENCY"), the rate of exchange used will be the rate at which
in accordance with normal banking procedures the Trustee could purchase in the
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment in entered, unless such day is not a New York
Banking Day, then, the extent permitted by applicable law, the rate of exchange
used will be the rate at which in accordance with normal banking procedures the
Trustee could purchase in the City of New York the Required Currency with the
Judgment Currency on the New York Banking Day preceding the day on which final
unappealable judgment is entered and (b) its obligations under this Indenture to
make payments in the Required Currency (i) will not be discharged or satisfied
by any tender, or any recovery pursuant to any judgment (whether or not entered
in accordance with subsection (a)), in any currency other than the Required
Currency, except to the extent that such tender or recovery results in the
actual receipt, by the payee, of the full amount of the Required Currency
expressed to be payable in respect of such payments, (ii) will be enforceable as
an alternative or additional cause of action for the purpose of recovering in
the Required Currency the amount, if any, by which such actual receipt will fall
short of the full amount of the Required Currency so expressed to be payable and
(iii) will not be affected by judgment being obtained for any other sum due
under this Indenture. For purposes of the foregoing, "NEW YORK BANKING DAY"
means any day except a Saturday, Sunday or a legal holiday in the City of New
York or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close.

                  11.13 SEPARABILITY CLAUSE. In case any provision in this
Indenture or the Securities is invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions are not in any way be
affected or impaired thereby.


                                   ARTICLE XII

                   REDEMPTION OF SECURITIES AND SINKING FUNDS


                  12.1 APPLICABILITY OF ARTICLE. The provisions of this Article
will be applicable to the Securities of any series which are redeemable before
their


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<PAGE>

maturity or to any sinking fund for the retirement of Securities of a
series, except as otherwise specified, as contemplated by Section 2.3, for
Securities of such series.

                  12.2 NOTICE OF REDEMPTION, PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Registered Securities of any series to be redeemed
as a whole or in part at the option of the Company will be given by mailing
notice of such redemption by first-class mail, postage prepaid, at least 30 days
and not more than 60 days prior to the date fixed for redemption to such Holders
at their last addresses as they appear upon the Security Register. Notice of
redemption to the Holders of Bearer Securities to be redeemed as a whole or in
part, who have filed their names and addresses with the Trustee within two years
preceding the giving of such notice, will be given by mailing notice of such
redemption, by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption, to such Holders at such
addresses as were so furnished to the Trustee (and, in the case of any such
notices given by the Company, the Trustee will make such information available
to the Company for such purpose). Notice of redemption to all other Holders of
Bearer Securities of any series to be redeemed as a whole or in part will be
published in an Authorized Newspaper in the Borough of Manhattan, the City of
New York, and in an Authorized Newspaper in London (and, if required by Section
3.6, in an Authorized Newspaper in Luxembourg), in each case, once in each of
three successive calendar weeks, the first publication to be not less than 30
nor more than 60 days prior to the date fixed for redemption. Any notice which
is mailed in the manner herein provided will be conclusively presumed to have
been duly given, whether or not the Holder receives the notice. Failure to give
notice by mail, or any defect in the notice to the Holder of any Security of a
series designated for redemption as a whole or in part, will not affect the
validity of the proceedings for the redemption of any other Security of such
series.

                  The notice of redemption to each such Holder will specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the CUSIP number of the Securities to be redeemed, the date fixed for
redemption, the redemption price, the place or place of payment, that payment
will be made upon presentation and surrender of such Securities and, in the case
of Securities with Coupons, of all Coupons maturing after the date fixed for
redemption, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after that date interest thereon or on the portions thereof to be redeemed cease
to accrue. In case any Security of a series is to be redeemed in part only, the
notice of redemption will state the portion of the principal amount thereof to
be redeemed and will state that on and after the date fixed for redemption, upon
surrender of such Security, a new Security of the same series and tenor and in
an aggregate principal amount equal to the unredeemed portion thereof will be
issued.

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<PAGE>

                  The notice of redemption of Securities of any series to be
redeemed at the option of the Company will be given by the Company or, at the
Company's request, by the Trustee in the name and at the expense of the Company.

                  On or before 10:00 a.m. New York City time on the Redemption
Date specified in the notice of redemption given as provided in this Section,
the Company will deposit with the Trustee or with one or more Paying Agents (or,
if the Company is acting as its own Paying Agent, set aside, segregate and hold
in trust as provided in Section 3.4) an amount of money sufficient to redeem on
the Redemption Date all the Securities of such series so called for redemption
at the appropriate redemption price, together with accrued interest to the date
fixed for redemption. If all of the Outstanding Securities of a series are to be
redeemed, the Company will deliver to the Trustee at least 40 days prior to the
date fixed for redemption (or such shorter period as is be acceptable to the
Trustee) an Officer's Certificate stating that all such Securities are to be
redeemed. If less than all Outstanding Securities of any series are to be
redeemed, the Company will deliver to the Trustee at least 45 days prior to the
date fixed for redemption (or such shorter period as is be acceptable to the
Trustee) an Officer's Certificate stating the aggregate principal amount of
Securities of such series to be redeemed. In case of a redemption at the
election of the Company that is subject to any restriction on such redemption,
the Company will deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officer's Certificate stating
that such restriction has been complied with.

                  If less than all the Securities of a series are to be
redeemed, the Trustee will select, in such manner as it deems appropriate and
fair, Securities of such series to be redeemed in whole or in part. Securities
may be redeemed in part in multiples of the minimum authorized denomination for
Securities of such series. The Trustee will promptly notify the Company in
writing of the Securities of such series selected for redemption and, in the
case of any Securities of such series 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 of any series will relate, in the case of any Security redeemed or
to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed.

                  12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice will become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after such
date (unless the Company defaults in the payment of such Securities at the
redemption price, together with interest accrued to such date) interest on the
Securities or portions of Securities so called for redemption will cease to
accrue, and any unmatured Coupons will be void, and, except as provided in
Sections 6.5 and 10.4, such Securities will cease from and after the close of
business on the date fixed for redemption to be entitled to any benefit under
this Indenture, and the Holders


                                       70
<PAGE>


thereof will have no right in respect of such Securities except the right to
receive the redemption price thereof and unpaid interest to the date fixed for
redemption. On presentation and surrender of such Securities at a Place of
Payment specified in the notice, together with all Coupons, if any, maturing
after the date fixed for redemption, such Securities or the specified portions
thereof will be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption;
PROVIDED that interest becoming due on or prior to the date fixed for redemption
is payable, in the case of Securities with any Coupons, to the Holders of the
Coupons for such interest upon surrender thereof and, in the case of Registered
Securities, to the Holders of such Registered Securities registered as such on
the relevant record date subject to the terms and provisions of Sections 2.3 and
2.7 hereof.

                  If any Security called for redemption is not so paid upon
surrender thereof for redemption, the principal will, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by such Security.

                  If any Security with any Coupon(s) is surrendered for
redemption and is not accompanied by all Coupons maturing after the date fixed
for redemption, the surrender of such missing Coupon(s) may be waived by the
Company and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.

                  Upon presentation of any Security of any series redeemed in
part only, the Company will execute and the Trustee will authenticate and
deliver to or on the order of the Holder thereof, at the expense of the Company,
a replacement Security of like series and tenor (with any unmatured Coupons
attached), in authorized denominations and in an aggregate principal amount
equal to the unredeemed portion of the Security so presented.

                  12.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities will be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in an Officer's Certificate delivered to the Trustee at least 40 days
prior to the last date on which notice of redemption may be given as being owned
of record and beneficially by, and not pledged or hypothecated by, either (a)
the Company or (b) an entity specifically identified in such written statement
as directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company.

                  12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount
of any Sinking Fund Payment provided for by the terms of the 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 the
Securities of any series is herein referred to as an "OPTIONAL SINKING FUND
Pay-


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<PAGE>

ment." The date on which a Sinking Fund Payment is to be made is herein referred
to as the "SINKING FUND PAYMENT DATE."

                  In lieu of making all or any part of any Mandatory Sinking
Fund Payment with respect to any series of Securities in cash, the Company may
at its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except through a Mandatory Sinking Fund
Payment) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for Optional Sinking Fund Payments (not
previously so credited) made pursuant to this Section 12.5 or (c) receive credit
for Securities of such series (not previously so credited) redeemed by the
Company through any Optional Sinking Fund Payment. The Trustee will receive or
credit Securities so delivered or credited at the sinking fund redemption price
specified in such Securities.

                  On or before the 60th day next preceding each Sinking Fund
Payment Date for any series, or such shorter period acceptable to the Trustee,
the Company will deliver to the Trustee an Officer's Certificate (which need not
contain the statements required by Section 11.5) (a) specifying the portion of
the Mandatory Sinking Fund Payment to be satisfied by payment of cash and the
portion to be satisfied by credit of Securities of such series and the basis for
such credit, (b) stating that none of the Securities of such series to be so
credited has previously been so credited, (c) stating that no defaults in the
payment of interest or Events of Default with respect to such series have
occurred (which have not been waived or cured) and are continuing and (d)
stating whether or not the Company intends to exercise its right to make an
Optional Sinking Fund Payment with respect to such series and, if so, specifying
the amount of such Optional Sinking Fund Payment which the Company intends to
pay on or before the next succeeding Sinking Fund Payment Date. Any Securities
of such series to be credited and required to be delivered to the Trustee for
the Company to be entitled to credit therefor as aforesaid which have not
theretofore been delivered to the Trustee will be delivered for cancellation
pursuant to Section 2.10 to the Trustee with such Officer's Certificate (or
reasonably promptly thereafter if acceptable to the Trustee). Such Officer's
Certificate will be irrevocable and upon its receipt by the Trustee, the Company
will become unconditionally obligated to make all the cash payments or delivery
of Securities therein referred to, if any, on or before the next succeeding
Sinking Fund Payment Date. Failure of the Company, on or before any such 60th
day, to deliver such Officer's Certificate and Securities (subject to the
parenthetical clause in the second preceding sentence) specified in this
paragraph, if any, will not constitute a default but will constitute, on and as
of such date, the irrevocable election of the Company (i) that the Mandatory
Sinking Fund Payment for such series due on the next succeeding Sinking Fund
Payment Date will be paid entirely in cash without the option to deliver or
credit Securities of such series in respect thereof and (ii) that the Company
will make no Optional Sinking Fund Payment with respect to such series as
provided in this Section 12.5.


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<PAGE>

                  If the Sinking Fund Payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding Sinking Fund Payment Date
plus any unused balance of any preceding Sinking Fund Payments made in cash
exceeds $50,000 (or the equivalent thereof in any Foreign Currency) or a lesser
sum in Dollars (or the equivalent thereof in any Foreign Currency) if the
Company so requests with respect to the Securities of any series, such cash will
be applied on the next succeeding Sinking Fund Payment Date to the redemption of
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount is $50,000 (or
the equivalent thereof in any Foreign Currency) or less and the Company makes no
such request, then it will be carried over until a sum in excess of $50,000 (or
the equivalent thereof in any Foreign Currency) is available. The Trustee will
select, in the manner provided in Section 12.2 and subject to the limitations in
Section 12.4, for redemption on such Sinking Fund Payment Date a sufficient
principal amount of Securities of such series to absorb such cash, as nearly as
may be, and will (if requested in writing by the Company) inform the Company of
the serial numbers of the Securities of such series (or portions thereof) so
selected. Securities will be excluded from eligibility for redemption under this
Section if they are identified by registration and certificate number in an
Officer's Certificate delivered to the Trustee at least 60 days prior to the
Sinking Fund Payment Date as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Company or (b) an entity specifically
identified in such Officer's Certificate as directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company.
The Trustee, in the name and at the expense of the Company (or the Company, if
it will so request the Trustee in writing) will cause notice of redemption of
the Securities of such series to be given in substantially the manner provided
in Section 12.2 (and with the effect provided in Section 12.3) for the
redemption of Securities of such series in part at the option of the Company.
The amount of any Sinking Fund Payments not so applied or allocated to the
redemption of Securities of such series will be added to the next cash Sinking
Fund Payment for such series and, together with such payment, will be applied in
accordance with the provisions of this Section. Any and all sinking fund moneys
held on the Stated Maturity date of the Securities of any particular series (or
earlier, if such maturity is accelerated), which are not held for the payment or
redemption of particular Securities of such series will be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Securities of such series at maturity.

                  On or before each Sinking Fund Payment Date, the Company will
pay to the Trustee in cash or will otherwise provide for the payment of all
interest accrued to the date fixed for redemption on Securities to be redeemed
on the next following Sinking Fund Payment Date.

                  The Trustee will not redeem or cause to be redeemed any
Securities of a series with sinking fund moneys or give any notice of redemption
of Securities for such series by operation of the sinking fund during the
continuance of a default in payment of interest on such Securities or of any
Event of Default except that,


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<PAGE>

where the giving of notice of redemption of any Securities will theretofore have
been made, the Trustee will redeem or cause to be redeemed such Securities;
PROVIDED that it will have received from the Company a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such Default or Event of Default occurs, and any moneys
thereafter paid into the sinking fund, will, during the continuance of such
Default or Event of Default, be deemed to have been collected under Article V
and held for the payment of all such Securities. In case such Event of Default
has been waived as provided in Section 5.13 or the Default cured on or before
the 60th day preceding the Sinking Fund Payment Date in any year, such moneys
will thereafter be applied on the next succeeding Sinking Fund Payment Date in
accordance with this Section 12.5 to the redemption of such Securities.


                                       74
<PAGE>


                  IN WITNESS WHEREOF the parties hereto have caused this Amended
and Restated Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of January 9, 2001.


                                      ECOLAB INC.


                                      By: /s/ Daniel J. Schmechel
                                         ---------------------------------------
                                         Name:  Daniel J. Schmechel
                                         Title:  Vice President and Treasurer



                                      BANK ONE, NATIONAL ASSOCIATION,
                                          AS TRUSTEE


                                      By: /s/ John R. Prendiville
                                         ---------------------------------------
                                         Name: John R. Prendiville
                                         Title:    Authorized Officer