<PAGE>

                                                                     EXHIBIT 4.1


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


                               ABBOTT LABORATORIES


                                       TO


                          BANK ONE TRUST COMPANY, N.A.
                                               Trustee



                                   ----------



                                    INDENTURE

                         Dated as of February 9, 2001



                                   ----------



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

<PAGE>

                               Abbott Laboratories
                 Certain Sections of this Indenture relating to
                  Sections 3.10 through 3.18, inclusive, of the
                    Trust Indenture Act of 1939, as amended:

<TABLE>
<CAPTION>
Provisions of Trust
Indenture Act of 1939,
   as amended                                    Indenture Section
<S>                                              <C>
  Section 310(a)(1)    ......................    6.9
             (a)(2)    ......................    6.9
             (a)(3)    ......................    Not Applicable
             (a)(4)    ......................    Not Applicable
             (b)       ......................    6.8, 6.10
             (c)       ......................    Not Applicable
  Section 311(a)       ......................    6.13
             (b)       ......................    6.13
             (c)       ......................    Not Applicable
  Section 312(a)       ......................    7.1, 7.2(a)
             (b)       ......................    7.2(b)
             (c)       ......................    7.2(c)
  Section 313(a)       ......................    7.3(a)
             (b)       ......................    7.3(a)
             (c)       ......................    7.3(a)
             (d)       ......................    7.3(b)
  Section 314(a)       ......................    7.4
             (a)(4)    ......................    1.1, 10.4
             (b)       ......................    Not Applicable
             (c)(1)    ......................    1.2
             (c)(2)    ......................    1.2
             (c)(3)    ......................    Not Applicable
             (d)       ......................    Not Applicable
             (e)       ......................    1.2
  Section 315(a)       ......................    6.1
             (b)       ......................    6.2
             (c)       ......................    6.1
             (d)       ......................    6.1
             (e)       ......................    5.14
  Section 316(a)       ......................    1.1
             (a)(1)(A) ......................    5.2, 5.12
             (a)(1)(B) ......................    5.13
             (a)(2)    ......................    Not Applicable
             (b)       ......................    5.8
             (c)       ......................    1.4(c)
  Section 317(a)(1)    ......................    5.3
             (a)(2)    ......................    5.4
             (b)       ......................    10.3
  Section 318(a)       ......................    1.7
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
RECITALS OF THE COMPANY..............................................................................1

                                                ARTICLE I

                                     Definitions and Other Provisions
                                          of General Application

Section  1.1  Definitions............................................................................1
              Affiliate..............................................................................2
              Attributable Debt......................................................................2
              Authenticating Agent...................................................................3
              Board of Directors.....................................................................3
              Board Resolution.......................................................................3
              Book-Entry Security....................................................................3
              Business Day...........................................................................3
              Commission.............................................................................3
              Company................................................................................3
              Company Request or Company Order.......................................................3
              Consolidated Net Assets................................................................3
              Corporate Trust Office.................................................................4
              corporation............................................................................4
              Defaulted Interest.....................................................................4
              Depository.............................................................................4
              Domestic Subsidiary....................................................................4
              Event of Default.......................................................................4
              Funded Debt............................................................................4
              Holder.................................................................................4
              Indenture..............................................................................5
              interest...............................................................................4
              Interest Payment Date..................................................................5
              Maturity...............................................................................5
              Mortgage...............................................................................5
              Officers' Certificate..................................................................5
              Opinion of Counsel.....................................................................5
              Original Issue Discount Security.......................................................5
              Outstanding............................................................................5
              Paying Agent...........................................................................6
              Person.................................................................................6
</TABLE>
----------------

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


                                       ii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
              Place of Payment.......................................................................6
              Predecessor Security...................................................................6
              Principal Domestic Property............................................................7
              Redemption Date........................................................................7
              Redemption Price.......................................................................7
              Regular Record Date....................................................................7
              Securities.............................................................................7
              Security Register and Security Registrar...............................................7
              Special Record Date....................................................................7
              Stated Maturity........................................................................7
              Subsidiary.............................................................................7
              Trustee................................................................................8
              Trust Indenture Act....................................................................8
              Vice President.........................................................................8
Section  1.2  Compliance Certificates and Opinions...................................................8
Section  1.3  Form of Documents Delivered to Trustee.................................................9
Section  1.4  Acts of Holders; Record Dates..........................................................9
Section  1.5  Notices, Etc., to Trustee and Company.................................................10
Section  1.6  Notice to Holders; Waiver.............................................................11
Section  1.7  Conflict with Trust Indenture Act.....................................................11
Section  1.8  Effect of Headings and Table of Contents..............................................11
Section  1.9  Successors and Assigns................................................................12
Section  1.10 Separability Clause...................................................................12
Section  1.11 Benefits of Indenture.................................................................12
Section  1.12 Governing Law.........................................................................12
Section  1.13 Legal Holidays........................................................................12

                                                ARTICLE II

                                              Security Forms

Section  2.1  Forms Generally.......................................................................13
Section  2.2  Form of Face of Security..............................................................13
Section  2.3  Form of Reverse of Security...........................................................15
Section  2.4  Additional Provisions Required in Book-Entry Security.................................20
Section  2.5  Form of Trustee's Certificate of Authentication.......................................20
</TABLE>
----------------

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


                                       iii
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
                                               ARTICLE III

                                              The Securities

Section  3.1  Amount Unlimited; Issuable in Series..................................................20
Section  3.2  Denominations.........................................................................23
Section  3.3  Execution, Authentication, Delivery and Dating........................................23
Section  3.4  Temporary Securities..................................................................24
Section  3.5  Registration, Registration of Transfer and Exchange...................................25
Section  3.6  Mutilated, Destroyed, Lost and Stolen Securities......................................26
Section  3.7  Payment of Interest; Interest Rights Preserved........................................27
Section  3.8  Persons Deemed Owners.................................................................29
Section  3.9  Cancellation..........................................................................29
Section  3.10 Computation of Interest...............................................................29

                                                ARTICLE IV

                                        Satisfaction and Discharge

Section  4.1  Satisfaction and Discharge of Indenture...............................................29
Section  4.2  Application of Trust Money............................................................31

                                                ARTICLE V

                                                 Remedies

Section  5.1  Events of Default.....................................................................31
Section  5.2  Acceleration of Maturity; Rescission and Annulment....................................32
Section  5.3  Collection of Indebtedness and Suits for Enforcement by Trustee.......................34
Section  5.4  Trustee May File Proofs of Claim......................................................34
Section  5.5  Trustee May Enforce Claims Without Possession of Securities...........................35
Section  5.6  Application of Money Collected........................................................35
Section  5.7  Limitation on Suits...................................................................35
Section  5.8  Unconditional Right of Holders to Receive Principal, Premium and
              Interest..............................................................................36
Section  5.9  Restoration of Rights and Remedies....................................................36
Section  5.10 Rights and Remedies Cumulative........................................................37
Section  5.11 Delay or Omission Not Waiver..........................................................37
Section  5.12 Control by Holders....................................................................37
Section  5.13 Waiver of Past Defaults...............................................................37
</TABLE>
----------------

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


                                       iv
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
Section  5.14 Undertaking for Costs.................................................................38
Section  5.15 Waiver of Stay or Extension Laws......................................................38

                                                ARTICLE VI

                                               The Trustee

Section  6.1  Certain Duties and Responsibilities...................................................38
Section  6.2  Notice of Defaults....................................................................39
Section  6.3  Certain Rights of Trustee.............................................................39
Section  6.4  Not Responsible for Recitals or Issuance of Securities................................40
Section  6.5  May Hold Securities...................................................................40
Section  6.6  Money Held in Trust...................................................................40
Section  6.7  Compensation and Reimbursement........................................................40
Section  6.8  Disqualification; Conflicting Interests...............................................41
Section  6.9  Corporate Trustee Required; Eligibility...............................................41
Section  6.10 Resignation and Removal; Appointment of Successor.....................................41
Section  6.11 Acceptance of Appointment by Successor................................................43
Section  6.12 Merger, Conversion, Consolidation or Succession to Business...........................44
Section  6.13 Preferential Collection of Claims Against Company.....................................44
Section  6.14 Appointment of Authenticating Agent...................................................45

                                               ARTICLE VII

                            Holders' Lists and Reports by Trustee and Company

Section  7.1  Company to Furnish Trustee Names and Addresses of Holders.............................47
Section  7.2  Preservation of Information; Communications to Holders................................47
Section  7.3  Reports by Trustee....................................................................47
Section  7.4  Reports by Company....................................................................48

                                               ARTICLE VIII

                           Consolidation, Merger, Conveyance, Transfer or Lease

Section  8.1  Company May Consolidate, Etc., Only on Certain Terms..................................48
Section  8.2  Successor Substituted.................................................................49
</TABLE>
----------------

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


                                        v
<PAGE>

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
                                                ARTICLE IX

                                         Supplemental Indentures

Section  9.1   Supplemental Indentures Without Consent of Holders...................................49
Section  9.2   Supplemental Indentures with Consent of Holders......................................51
Section  9.3   Execution of Supplemental Indentures.................................................52
Section  9.4   Effect of Supplemental Indentures....................................................52
Section  9.5   Conformity with Trust Indenture Act..................................................52
Section  9.6   Reference in Securities to Supplemental Indentures...................................52

                                                ARTICLE X

                                                Covenants

Section  10.1  Payment of Principal, Premium and Interest..........................................53
Section  10.2  Maintenance of Office or Agency.....................................................53
Section  10.3  Money for Securities Payments to Be Held in Trust...................................53
Section  10.4  Statement by Officers as to Default.................................................55
Section  10.5  Existence...........................................................................55
Section  10.6  Maintenance of Properties...........................................................55
Section  10.7  Payment of Taxes and Other Claims...................................................55
Section  10.8  Restrictions on Secured Debt........................................................56
Section  10.9  Limitation on Sales and Leasebacks..................................................57
Section  10.10 Waiver of Certain Covenants.........................................................58

                                                ARTICLE XI

                                         Redemption of Securities

Section  11.1  Applicability of Article............................................................58
Section  11.2  Election to Redeem; Notice to Trustee...............................................58
Section  11.3  Selection by Trustee of Securities to Be Redeemed...................................59
Section  11.4  Notice of Redemption................................................................59
Section  11.5  Deposit of Redemption Price.........................................................60
Section  11.6  Securities Payable on Redemption Date...............................................60
Section  11.7  Securities Redeemed in Part.........................................................60
</TABLE>
----------------

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


                                       vi
<PAGE>

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
                                               ARTICLE XII

                                              Sinking Funds

Section  12.1  Applicability of Article..............................................................61
Section  12.2  Satisfaction of Sinking Fund Payments with Securities.................................61
Section  12.3  Redemption of Securities for Sinking Fund.............................................61

                                               ARTICLE XIII

                                    Defeasance and Covenant Defeasance

Section  13.1  Applicability of Article; Company's Option to Effect Defeasance or
               Covenant Defeasance...................................................................62
Section  13.2  Defeasance and Discharge..............................................................62
Section  13.3  Covenant Defeasance...................................................................63
Section  13.4  Conditions to Defeasance or Covenant Defeasance.......................................63
Section  13.5  Deposited Money and U.S. Government Obligations to be Held in
               Trust; Other Miscellaneous Provisions.................................................65
Section  13.6  Reinstatement.........................................................................66
</TABLE>






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

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


                                       vii
<PAGE>

          INDENTURE, dated as of February 9, 2001 between Abbott Laboratories,
a corporation duly organized and existing under the laws of the State of
Illinois (herein called the "Company"), having its principal office at 100
Abbott Park Road, Abbott Park, Illinois 60064-3500, and Bank One Trust Company,
N.A., a national banking association duly organized and existing under the laws
of the United States of America, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

Section 1.1    DEFINITIONS.

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

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

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


                                        1
<PAGE>

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

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

          "Act," when used with respect to any Holder, has the meaning specified
in Section 1.4.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Attributable Debt" means (except as otherwise provided in this
paragraph), as to any particular lease under which any Person is at the time
liable for a term of more than 12 months, at any date as of which the amount
thereof is to be determined (the "determination date"), the total net amount of
rent required to be paid by such Person under such lease during the remaining
term thereof (excluding any subsequent renewal or other extension options held
by the lessee), discounted from the respective due dates thereof to the
determination date at the rate of 8% per annum, compounded monthly. The net
amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, services, insurance, taxes, assessments, water rates
and similar charges and contingent rents (such as those based on sales or
monetary inflation). If any lease is terminable by the lessee upon the payment
of a penalty, if under the terms of the lease the termination right is not
exercisable until after the determination date, and if the amount of such
penalty discounted to the determination date at the rate of 8% per annum
compounded monthly is less than the net amount of rentals payable after the time
as of which such termination could occur (the "termination time") discounted to
the determination date at the rate of 8% per annum compounded monthly, then such
discounted penalty amount shall be used instead of such discounted amount of net
rentals payable after the termination time in calculating the Attributable Debt
for such lease. If any lease is terminable by the lessee upon the payment of a
penalty, if such termination right is exercisable on the determination date,
and if the amount of the net rentals payable under such lease after the
determination

                                        2
<PAGE>

date discounted to the determination date at the rate of 8% per annum
compounded monthly is greater than the amount of such penalty, the "Attributable
Debt" for such lease as of such determination date shall be equal to the amount
of such penalty.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

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

          "Book-Entry Security" means a Security in the form prescribed in
Section 2.4 evidencing all or part of a series of Securities, issued to the
Depository for such series or its nominee, and registered in the name of such
Depository or nominee.

          "Business Day," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Chief
Executive Officer, an Executive Vice President, a Senior Vice President or a
Vice President, and by its Chief Financial Officer, its Treasurer, an Assistant
Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

          "Consolidated Net Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom all current liabilities, as set forth on the consolidated balance
sheet of the Company and its consolidated subsidiaries prepared as of the end of
a fiscal year in accordance with generally accepted


                                        3
<PAGE>

accounting principles which the Company shall have most recently distributed to
its shareholders prior to the time as of which "Consolidated Net Assets" shall
be determined.

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

          "Corporation" means a corporation, association, company, joint-stock
company or business trust.

          "Defaulted Interest" has the meaning specified in Section 3.7.

          "Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the Person designated as Depository for such series by the Company
pursuant to Section 3.1, which Person shall be a clearing agency registered
under the Securities Exchange Act of 1934, as amended.

          "Domestic Subsidiary" means any Subsidiary substantially all the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America (excluding its territories and
possessions and Puerto Rico), provided, however, that the term shall not include
any Subsidiary which (i) is engaged principally in the financing of operations
outside of the United States of America or in leasing personal property or
financing inventory, receivables or other property or (ii) does not own a
Principal Domestic Property.

          "Event of Default" has the meaning specified in Section 5.1.

          "Funded Debt" means indebtedness of the Company (other than the
Securities or indebtedness subordinated to the Securities) or indebtedness of a
wholly-owned Domestic Subsidiary, for money borrowed, having a stated maturity
more than 12 months from the date of application of sale/leaseback proceeds or
which is extendible at the option of the obligor thereon to a date more than 12
months from the date of such application.

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

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.


                                        4
<PAGE>

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

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

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

          "Mortgage" means any mortgage, pledge, lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance.

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, an Executive Vice President, a Senior
Vice President or a Vice President, and by the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 10.4 shall be the principal
executive, financial or accounting officer of the Company.

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

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

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


                                        5
<PAGE>

               (iii) Securities which have been paid pursuant to Section 3.6 or
          in exchange for or in lieu of which other Securities have been
          authenticated and delivered pursuant to this Indenture, other than any
          such Securities in respect of which there shall have been presented to
          the Trustee proof satisfactory to it that such Securities are held by
          a bona fide purchaser in whose hands such Securities are valid
          obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.2, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 3.1 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

          "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.


                                        6
<PAGE>

          "Principal Domestic Property" means any building, structure or other
facility, together with the land upon which it is erected and fixtures
comprising a part thereof, used primarily for manufacturing, processing,
research, warehousing or distribution and located in the United States of
America (excluding its territories and possessions and Puerto Rico) owned or
leased by the Company or any Subsidiary the net book value of which on the date
as of which the determination is being made exceeds 2% of Consolidated Net
Assets, other than any such building structure or other facility or portion of
any thereof (i) which is an air or water pollution control facility financed by
obligations issued by a State or local governmental unit, or (ii) which the
Chairman of the Board, the Chief Executive Officer, an Executive Vice President,
a Senior Vice President or a Vice President, and the Chief Financial Officer,
the Treasurer, or an Assistant Treasurer, of the Company determine in good faith
is not of material importance to the total business conducted, or assets owned,
by the Company and its Subsidiaries as an entirety.

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

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

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.1.

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

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

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

          "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 voting power to elect a
majority of the board of directors of such corporation; provided, however, that
the term shall not include any such corporation if and so long as (i) such
corporation does not own a Principal Domestic Property and (ii) the Chairman of
the Board, the Chief Executive Officer, an Executive Vice President, a Senior
Vice President or a Vice President, and the Chief Financial Officer, the
Treasurer, or an Assistant Treasurer, of the Company determine in good faith at
least annually that the then


                                        7
<PAGE>

aggregate investments by the Company and its Domestic Subsidiaries (including
all guarantees and other extensions of credit) in such corporation are not of
material importance to the total business conducted, or assets owned, by the
Company and its Domestic Subsidiaries.

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

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

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

Section 1.2    COMPLIANCE CERTIFICATES AND OPINIONS.

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

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

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

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

               (3)  a statement that, in the opinion of each such individual, he
          has made such examination or investigation as is necessary to enable
          him to


                                       8
<PAGE>

          express an informed opinion as to whether or not such covenant or
          condition has been complied with; and

               (4)  a statement as to whether, in the opinion of each such
          individual, such condition or covenant has been complied with.

Section 1.3    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

Section 1.4    ACTS OF HOLDERS; RECORD DATES.

          (a)  Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a


                                        9
<PAGE>

notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer
acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.

          (c)  The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.1) prior to such first solicitation or vote, as the case
may be. With regard to any record date for action to be taken by the Holders of
one or more series of Securities, only the Holders of Securities of such series
on such date (or their duly designated proxies) shall be entitled to give or
take, or vote on, the relevant action.

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

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

Section 1.5    NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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


                                        10
<PAGE>

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

Section 1.6    NOTICE TO HOLDERS; WAIVER.

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

Section 1.7    CONFLICT WITH TRUST INDENTURE ACT.

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

Section 1.8    EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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


                                       11
<PAGE>

Section 1.9    SUCCESSORS AND ASSIGNS.

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

Section 1.10   SEPARABILITY CLAUSE.

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

Section 1.11   BENEFITS OF INDENTURE.

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

Section 1.12   GOVERNING LAW.

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

Section 1.13   LEGAL HOLIDAYS.

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


                                       12
<PAGE>



                                   ARTICLE II

                                 Security Forms

Section 2.1    FORMS GENERALLY.

          The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

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

Section 2.2    FORM OF FACE OF SECURITY.

          [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]

                               Abbott Laboratories
                       ----------------------------------

No. ______________                                               $______________

          Abbott Laboratories, a corporation duly organized and existing under
the laws of Illinois (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to __________________________________________
___________________________________________________________________________, or
registered assigns, the principal sum of ____________________________________
___________________________________________________________________ Dollars on
______________________________________________________________ [IF THE SECURITY
IS TO BEAR INTEREST, PRIOR TO MATURITY, INSERT -, and to pay interest thereon
from __________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ________________
____________________________ and _____________________ in each year, commencing
________________, at the rate of _______% per annum, until the principal hereof
is paid or made available



                                       13

<PAGE>



for payment [IF APPLICABLE, INSERT - , and (to the extent that the payment of
such interest shall be legally enforceable) at the rate of _______% per annum
on any overdue principal and premium and on any overdue instalment of interest].
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the _________ or __________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture].

          [IF THE SECURITY IS NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT -
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of _______% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of ________% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

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

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



                                       14

<PAGE>



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

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

Dated:

                                      ABBOTT LABORATORIES


                                       By
                                         --------------------------------------

Attest:


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


Section 2.3    FORM OF REVERSE OF SECURITY.

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

          [IF APPLICABLE, INSERT - The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT -
(1) on _____________ in any year commencing with the year ____________ and
ending with the year ___________ through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [on or after ___________________, 20_____], as a whole or in part, at
the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before ______________
___________________, __%, and if redeemed] during the 12-month period beginning
______________________ of the years indicated,



                                       15

<PAGE>


<TABLE>
<CAPTION>

                              Redemption                                         Redemption
Year                            Price                  Year                         Price
----                          ----------               ----                      ----------
<S>                           <C>                      <C>                       <C>



</TABLE>


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

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



                                       16

<PAGE>


<TABLE>
<CAPTION>

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


</TABLE>

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

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

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

          [IF THE SECURITY IS SUBJECT TO REDEMPTION, INSERT - In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for



                                       17

<PAGE>



the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]

          [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT -
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT - If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to - INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

          [The Indenture contains provisions for defeasance at any time of [the
entire indebtedness of this Security or] certain restrictive covenants and
Events of Default with respect to this Security [, in each case] upon compliance
with certain conditions set forth therein.]

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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



                                       18

<PAGE>



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

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

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

          Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

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



                                       19

<PAGE>



Section 2.4    ADDITIONAL PROVISIONS REQUIRED IN BOOK-ENTRY SECURITY.

          Any Book-Entry Security issued hereunder shall, in addition to the
provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the
following form:

           "This Security is a Book-Entry Security within the meaning
          of the Indenture hereinafter referred to and is registered
          in the name of a Depository or a nominee of a Depository.
          This Security is exchangeable for Securities registered in
          the name of a person other than the Depository or its
          nominee only in the limited circumstances described in the
          Indenture and may not be transferred except as a whole by
          the Depository to a nominee of the Depository or by a
          nominee of the Depository to the Depository or another
          nominee of the Depository."

Section 2.5    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

          The Trustee's certificates of authentication shall be in substantially
the following form:

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

                                    BANK ONE TRUST COMPANY, N.A.,
                                                     AS TRUSTEE

                                    By
                                      -----------------------------------------
                                                  AUTHORIZED OFFICER


                                   ARTICLE III

                                 The Securities

Section 3.1    AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined



                                       20

<PAGE>



in the manner provided, in an Officers' Certificate, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any series,

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

               (2) any limit upon the aggregate principal amount of the
          Securities of the series which may be authenticated and delivered
          under this Indenture (except for Securities authenticated and
          delivered upon registration of transfer of, or in exchange for, or in
          lieu of, other Securities of the series pursuant to Section 3.4, 3.5,
          3.6, 9.6 or 11.7 and except for any Securities which, pursuant to
          Section 3.3, are deemed never to have been authenticated and delivered
          hereunder);

               (3) the Person to whom any interest on a Security of the series
          shall be payable, if other than 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;

               (4) the date or dates on which the principal of the Securities of
          the series is payable;

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

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

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

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



                                       21

<PAGE>



               (9) if other than denominations of $100,000 and any integral
          multiple of $1,000 in excess thereof, the denominations in which
          Securities of the series shall be issuable;

               (10) the currency, currencies or currency units in which payment
          of the principal of and any premium and interest on any Securities of
          the series shall be payable if other than the currency of the United
          States of America and the manner of determining the equivalent thereof
          in the currency of the United States of America for purposes of the
          definition of "Outstanding" in Section 1.1;

               (11) if the amount of payments of principal of or any premium or
          interest on any Securities of the series may be determined with
          reference to an index or formula, the manner in which such amounts
          shall be determined;

               (12) if the principal of or any premium or interest on any
          Securities of the series is to be payable, at the election of the
          Company or a Holder thereof, in one or more currencies or currency
          units other than that or those in which the Securities are stated to
          be payable, the currency, currencies or currency units in which
          payment of the principal of and any premium and interest on Securities
          of such series as to which such election is made shall be payable, and
          the periods within which and the terms and conditions upon which such
          election is to be made;

               (13) the application, if any, of Section 13.2 or 13.3 to the
          Securities of any series;

               (14) whether the Securities of the series shall be issued in
          whole or in part in the form of one or more Book-Entry Securities and,
          in such case, the Depository with respect to such Book-Entry Security
          or Securities and the circumstances under which any Book-Entry
          Security may be registered for transfer or exchange, or authenticated
          and delivered, in the name of a Person other than such Depository or
          its nominee, if other than as set forth in Section 3.5;

               (15) if other than the principal amount thereof, the portion of
          the principal amount of Securities of the series which shall be
          payable upon declaration of acceleration of the Maturity thereof
          pursuant to Section 5.2; and

               (16) any other terms of the series (which terms shall not be
          inconsistent with the provisions of this Indenture, except as
          permitted by Section 9.1(5)).



                                       22

<PAGE>



          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

Section 3.2    DENOMINATIONS.

          The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 3.3    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, an Executive Vice President,
a Senior Vice President or a Vice President of the Company, under its corporate
seal reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any Series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (a) if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;



                                       23

<PAGE>



          (b) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.1, that such terms have
been established in conformity with the provisions of this Indenture; and

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

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

          Notwithstanding the provisions of Section 3.1 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 3.1 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.9, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 3.4    TEMPORARY SECURITIES.

          Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.



                                       24

<PAGE>



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

Section 3.5    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

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

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

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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



                                       25

<PAGE>



          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.3 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

          Notwithstanding the foregoing, any Book-Entry Security shall be
exchangeable pursuant to this Section 3.5 for Securities registered in the name
of Persons other than the Depository for such Security or its nominee only if
(i) such Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Book-Entry Security or if at any time such
Depository ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, (ii) the Company executes and delivers to the
Trustee a Company Order that such Book-Entry Security shall be so exchangeable
or (iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities. Any Book- Entry Security that is exchangeable
pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as such Depository shall direct.

          Notwithstanding any other provision in this Indenture, a Book-Entry
Security may not be transferred except as a whole by the Depository with respect
to such Book-Entry Security to a nominee of such Depository or by a nominee of
such Depository to such a Depository or another nominee of such Depository.

Section 3.6    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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



                                       26

<PAGE>



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

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

Section 3.7    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

          Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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



                                       27

<PAGE>



               (1) The Company may elect to make payment of any Defaulted
          Interest to the Persons in whose names the Securities of such series
          (or their respective Predecessor Securities) are registered at the
          close of business on a Special Record Date for the payment of such
          Defaulted Interest, which shall be fixed in the following manner. The
          Company shall notify the Trustee in writing of the amount of Defaulted
          Interest proposed to be paid on each Security of such series and the
          date of the proposed payment, and at the same time the Company shall
          deposit with the Trustee an amount of money equal to the aggregate
          amount proposed to be paid in respect of such Defaulted Interest or
          shall make arrangements satisfactory to the Trustee for such deposit
          prior to the date of the proposed payment, such money when deposited
          to be held in trust for the benefit of the Persons entitled to such
          Defaulted Interest as in this Clause provided. Thereupon the Trustee
          shall fix a Special Record Date for the payment of such Defaulted
          Interest which shall be not more than 15 days and not less than 10
          days prior to the date of the proposed payment and not less than 10
          days after the receipt by the Trustee of the notice of the proposed
          payment. The Trustee shall promptly notify the Company of such Special
          Record Date and, in the name and at the expense of the Company, shall
          cause notice of the proposed payment of such Defaulted Interest and
          the Special Record Date therefor to be mailed, first-class postage
          prepaid, to each Holder of Securities of such series at his address as
          it appears in the Security Register, not less than 10 days prior to
          such Special Record Date. Notice of the proposed payment of such
          Defaulted Interest and the Special Record Date therefor having been so
          mailed, such Defaulted Interest shall be paid to the Persons in whose
          names the Securities of such series (or their respective Predecessor
          Securities) are registered at the close of business on such Special
          Record Date and shall no longer be payable pursuant to the following
          Clause (2).

               (2) The Company may make payment of any Defaulted Interest on the
          Securities of any series in any other lawful manner not inconsistent
          with the requirements of any securities exchange on which such
          Securities may be listed, and upon such notice as may be required by
          such exchange, if, after notice given by the Company to the Trustee of
          the proposed payment pursuant to this Clause, such manner of payment
          shall be deemed practicable by the Trustee.

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



                                       28

<PAGE>



Section 3.8    PERSONS DEEMED OWNERS.

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.9    CANCELLATION.

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

Section 3.10   COMPUTATION OF INTEREST.

          Except as otherwise specified as contemplated by Section 3.1 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE IV

                           Satisfaction and Discharge

Section 4.1    SATISFACTION AND DISCHARGE OF INDENTURE.

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



                                       29

<PAGE>



               (1) either

               (A) all Securities theretofore authenticated and delivered (other
          than (i) Securities which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 3.6 and (ii)
          Securities for whose payment money has theretofore been deposited in
          trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 10.3) have been delivered to the Trustee for cancellation; or

               (B) all such Securities not theretofore delivered to the Trustee
          for cancellation

                   (i)   have become due and payable, or

                   (ii)  will become due and payable at their Stated Maturity
               within one year, or

                   (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company,

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

               (2) the Company has paid or caused to be paid all other sums
          payable hereunder by the Company; and

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.7, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the



                                       30

<PAGE>



Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations
of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall
survive.

Section 4.2    APPLICATION OF TRUST MONEY.

          Subject to provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                    ARTICLE V

                                    Remedies

Section 5.1    EVENTS OF DEFAULT.

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

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

          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity; or

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

          (4) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture (other than a covenant or warranty a
     default in whose performance or whose breach is elsewhere in this Section
     specifically dealt with or which has expressly been included in this
     Indenture solely for the benefit of series of Securities other than that
     series), and continuance of such default or breach for a period of 90 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



                                       31

<PAGE>



     amount of the Outstanding Securities of that series a written notice
     specifying such default or breach and requiring it to be remedied and
     stating that such notice is a "Notice of Default" hereunder; or

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

          (6) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action; or

          (7) any event which constitutes an "Event of Default" under the terms
     governing Securities of that series established as provided in Section 3.1.

Section 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 in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount



                                       32

<PAGE>



Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable.

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

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

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

              (B) the principal of (and premium, if any, on) any Securities
          of that series which have become due otherwise than by such
          declaration of acceleration and any interest thereon at the rate or
          rates prescribed therefor in such Securities,

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

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

          and

          (2) all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 5.13.

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



                                       33

<PAGE>



Section 5.3    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

          The Company covenants that if

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

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

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

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

Section 5.4    TRUSTEE MAY FILE PROOFS OF CLAIM.

          In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.



                                       34

<PAGE>



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

Section 5.5    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 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 any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

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

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the amounts due
     and payable on such Securities for principal and any premium and interest,
     respectively.

Section 5.7    LIMITATION ON SUITS.

          No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

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



                                       35

<PAGE>



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

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

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

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

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

Section 5.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
               INTEREST.

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 3.7)
any interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 5.9    RESTORATION OF RIGHTS AND REMEDIES.

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



                                       36

<PAGE>



Section 5.10   RIGHTS AND REMEDIES CUMULATIVE.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 3.6, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11   DELAY OR OMISSION NOT WAIVER.

          No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 5.12   CONTROL BY HOLDERS.

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

          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

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

Section 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 waive any past default hereunder with respect to such
series and its consequences, except a default

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



                                       37

<PAGE>



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

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

Section 5.14   UNDERTAKING FOR COSTS.

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

Section 5.15   WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE VI

                                   The Trustee

Section 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.

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



                                       38

<PAGE>



expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 6.2    NOTICE OF DEFAULTS.

          If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
PROVIDED, HOWEVER, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 6.3    CERTAIN RIGHTS OF TRUSTEE.

          Subject to the provisions of Section 6.1:

          (a) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

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

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

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

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



                                       39

<PAGE>



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

          (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

Section 6.4    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

Section 6.5    MAY HOLD SECURITIES.

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 6.6    MONEY HELD IN TRUST.

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

Section 6.7    COMPENSATION AND REIMBURSEMENT.

          The Company agrees

          (1) to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be



                                       40

<PAGE>



     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

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

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

Section 6.8    DISQUALIFICATION; CONFLICTING INTERESTS.

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

Section 6.9    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

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

Section 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.



                                       41

<PAGE>



          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

          (d) If at any time:

          (1) the Trustee shall fail to comply with Section 6.8 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 6.9 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapa bility, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the



                                       42

<PAGE>



Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 1.6. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

Section 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the



                                       43

<PAGE>



provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

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

Section 6.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

Section 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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



                                       44

<PAGE>

Section 6.14   APPOINTMENT OF AUTHENTICATING AGENT.

          The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 3.6, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment

                                       45

<PAGE>

hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

          The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

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

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

                                         BANK ONE TRUST COMPANY, N.A.,
                                           AS TRUSTEE

                                         By
                                           ------------------------------------,
                                             AS AUTHENTICATING AGENT

                                         By
                                           ------------------------------------,
                                             AUTHORIZED OFFICER

                                       46

<PAGE>

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Company

Section 7.1    Company to Furnish Trustee Names and Addresses of Holders.

               The Company will furnish or cause to be furnished to the Trustee

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

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

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

Section 7.2    PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

               (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

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

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

Section 7.3    REPORTS BY TRUSTEE.

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

                                       47

<PAGE>

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

Section 7.4    REPORTS BY COMPANY.

               The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; PROVIDED that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1    COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

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

                                       48

<PAGE>

               (2) immediately after giving effect to such transaction and
          treating any indebtedness which becomes an obligation of the Company
          or a Subsidiary as a result of such transaction as having been
          incurred by the Company or such Subsidiary at the time of such
          transaction, no Event of Default, and no event which, after notice or
          lapse of time or both, would become an Event of Default, shall have
          happened and be continuing;

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

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

Section 8.2    SUCCESSOR SUBSTITUTED.

               Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.1, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except in
the case of a lease, the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities.

                                   ARTICLE IX

                             Supplemental Indentures

Section 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

               Without the consent of any Holders, the Company, when authorized
by a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or

                                       49

<PAGE>

more indentures supplemental hereto, in form satisfactory to the Trustee, for
any of the following purposes:

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

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

               (3) to add any additional Events of Default; or

               (4) to add to or change any of the provisions of this Indenture
          to such extent as shall be necessary to permit or facilitate the
          issuance of Securities in bearer form, registrable or not registrable
          as to principal, and with or without interest coupons, or to permit or
          facilitate the issuance of Securities in uncertificated form; or

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

               (6) to secure the Securities pursuant to the requirements of
          Section 10.8 or otherwise; or

               (7) to establish the form or terms of Securities of any series as
          permitted by Sections 2.1 and 3.1; or

               (8) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Securities of one
          or more series and to add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee,
          pursuant to the requirements of Section 6.11(b); or

                                       50

<PAGE>

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

Section 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

               (1) change the Stated Maturity of the principal of, or any
          instalment of principal of or interest on, any Security, or reduce the
          principal amount thereof or the rate of interest thereon or any
          premium payable upon the redemption thereof, or reduce the amount of
          the principal of an Original Issue Discount Security that would be due
          and payable upon a declaration of acceleration of the Maturity thereof
          pursuant to Section 5.2, or change any Place of Payment where, or the
          coin or currency in which, any Security or any premium or interest
          thereon is payable, or impair the right to institute suit for the
          enforcement of any such payment on or after the Stated Maturity
          thereof (or, in the case of redemption, on or after the Redemption
          Date), or

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

               (3) modify any of the provisions of this Section, Section 5.13 or
          Section 10.10, except to increase any such percentage or to provide
          that certain other provisions of this Indenture cannot be modified or
          waived without the consent of the Holder of each Outstanding Security
          affected thereby, PROVIDED, HOWEVER, that this clause shall not be
          deemed to require the consent of any Holder with respect to changes in
          the references to "the Trustee" and concomitant changes in this
          Section and Section 10.10, or the

                                       51

<PAGE>

          deletion of this proviso, in accordance with the requirements of
          Sections 6.11(b) and 9.1(8).

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

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

Section 9.3    EXECUTION OF SUPPLEMENTAL INDENTURES.

               In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Officer's Certificate and an Opinion of Counsel each stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

Section 9.4    EFFECT OF SUPPLEMENTAL INDENTURES.

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

Section 9.5    CONFORMITY WITH TRUST INDENTURE ACT.

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

Section 9.6    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                       52

<PAGE>

may be prepared and executed by the Company and authenticated and delivered by
the Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X

                                    Covenants

Section 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

               The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 10.2   MAINTENANCE OF OFFICE OR AGENCY.

               The Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Officer of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

Section 10.3   MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

                                       53

<PAGE>

               Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

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

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

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in Chicago, Illinois,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

                                       54

<PAGE>

Section 10.4   STATEMENT BY OFFICERS AS TO DEFAULT.

               The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 10.5   EXISTENCE.

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

Section 10.6   MAINTENANCE OF PROPERTIES.

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

Section 10.7   PAYMENT OF TAXES AND OTHER CLAIMS.

               The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                                       55

<PAGE>

Section 10.8   RESTRICTIONS ON SECURED DEBT.

               The Company will not itself, and will not permit any Domestic
Subsidiary to, incur, issue, assume or guarantee any indebtedness for money
borrowed represented by notes, bonds, debentures or other similar evidences of
indebtedness for money borrowed (such notes, bonds, debentures or other similar
evidences of indebtedness for money borrowed being hereinafter in this Article
called "Debt"), secured by a Mortgage on any Principal Domestic Property of the
Company or any Domestic Subsidiary, or any shares of stock or Debt of any
Domestic Subsidiary, without effectively providing that the Outstanding
Securities (together with, if the Company shall so determine, any other Debt of
the Company or such Domestic Subsidiary then existing or thereafter created
which is not subordinate to the Securities) shall be secured equally and ratably
with (or prior to) such secured Debt (for the purpose of providing such equal
and ratable security, the principal amount of Outstanding Securities of any
series of Original Issue Discount Securities shall be such portion of the
principal amount as may be specified in the terms of that series that would be
payable upon acceleration of the Maturity thereof at the time of such
determination), so long as such secured Debt shall be so secured, unless, after
giving effect thereto, the aggregate amount of all such secured Debt plus all
Attributable Debt of the Company and its Domestic Subsidiaries in respect of
sale and leaseback transactions (as defined in Section 10.9) would not exceed
15% of Consolidated Net Assets; PROVIDED, HOWEVER, that this Section shall not
apply to, and there shall be excluded from secured Debt in any computation under
this Section, Debt secured by:

               (1) Mortgages on property of, or on any shares of stock or Debt
          of, any corporation existing at the time such corporation becomes a
          Domestic Subsidiary;

               (2) Mortgages in favor of the Company or any Domestic Subsidiary;

               (3) Mortgages on property of the Company or a Domestic Subsidiary
          in favor of the United States of America or any State thereof, or any
          department, agency or instrumentality or political subdivision of the
          United States of America or any State thereof, or in favor of any
          other country, or any political subdivision thereof, to secure
          partial, progress, advance or other payments pursuant to any contract
          or statute;

               (4) Mortgages on property, shares of stock or Debt existing at
          the time of acquisition thereof (including acquisition through merger
          or consolidation) or to secure the payment of all or any part of the
          purchase price or construction or improvement cost thereof or to
          secure any debt incurred prior to, at the time of, or within 120 days
          after, the acquisition of such property or shares or Debt or the
          completion of any such construction or improvement for the purpose of
          financing all or any part of the purchase price or construction or
          improvement cost thereof;

               (5) Mortgages existing on the first date on which a Security is
          authenticated by the Trustee hereunder;

                                       56

<PAGE>

               (6) Mortgages incurred in connection with pollution control,
          industrial revenue or similar financing; and

               (7) Any extension, renewal or replacement (or successive
          extensions, renewals or replacements), as a whole or in part, of any
          Debt secured by any Mortgage referred to in the foregoing clauses (1)
          through (6), inclusive; PROVIDED, that (i) such extension, renewal or
          replacement Mortgage shall be limited to all or a part of the same
          property, shares of stock or debt that secured the Mortgage extended,
          renewed or replaced (plus improvements on such property) and (ii) the
          Debt secured by such Mortgage at such time is not increased.

Section 10.9   LIMITATION ON SALES AND LEASEBACKS.

               The Company will not itself, and it will not permit any Domestic
Subsidiary to, enter into any arrangement with any bank, insurance company or
other lender or investor (not including the Company or any Subsidiary) or to
which any such lender or investor is a party, providing for the leasing by the
Company or any Domestic Subsidiary for a period, including renewals, in excess
of three years of any Principal Domestic Property which has been or is to be
sold or transferred, more than 120 days after the acquisition thereof or the
completion of construction and commencement of full operation thereof, by the
Company or any Domestic Subsidiary to such lender or investor or to any person
to whom funds have been or are to be advanced by such lender or investor on the
security of such Principal Domestic Property (herein referred to as a "sale and
leaseback transaction") unless either:

               (1) the Company or such Domestic Subsidiary could create Debt
          secured by a Mortgage pursuant to Section 10.8 on the Principal
          Domestic Property to be leased back in an amount equal to the
          Attributable Debt with respect to such sale and leaseback transaction
          without equally and ratably securing Outstanding Securities, or

               (2) the Company, within 120 days after the sale or transfer shall
          have been made by the Company or by any such Domestic Subsidiary,
          applies an amount equal to the greater of (i) the net proceeds of the
          sale of the Principal Domestic Property sold and leased back pursuant
          to such arrangement or (ii) the fair market value of the Principal
          Domestic Property so sold and leased back at the time of entering into
          such arrangements (as determined by any two of the following: the
          Chairman of the Board of the Company, its Chief Executive Officer, an
          Executive Vice President, a Senior Vice President or a Vice President,
          and the Chief Financial Officer, the Treasurer or an Assistant
          Treasurer) to the retirement of Funded Debt; PROVIDED, that the amount
          to be applied to the retirement of Funded Debt shall be reduced by (a)
          the principal amount of any Securities delivered with 120 days after
          such sale to the Trustee for retirement and cancellation, and (b) the
          principal amount of such Funded Debt, other than Securities,
          voluntarily retired by the Company within 120 days

                                       57

<PAGE>

          after such sale. Notwithstanding the foregoing, no retirement referred
          to in this clause (2) may be effected by payment at maturity or
          pursuant to any mandatory sinking fund payment or any mandatory
          prepayment provision.

Section 10.10  WAIVER OF CERTAIN COVENANTS.

               The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 10.8 to 10.9, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                   ARTICLE XI

                            Redemption of Securities

Section 11.1   APPLICABILITY OF ARTICLE.

               Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

Section 11.2   ELECTION TO REDEEM; NOTICE TO TRUSTEE.

               The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

                                       58

<PAGE>

Section 11.3   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

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

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

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

Section 11.4   NOTICE OF REDEMPTION.

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

               All notices of redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price,

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

                                       59

<PAGE>

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

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

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

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

Section 11.5   DEPOSIT OF REDEMPTION PRICE.

               Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.6   SECURITIES PAYABLE ON REDEMPTION DATE.

               Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; PROVIDED, HOWEVER, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 3.7.

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

Section 11.7   SECURITIES REDEEMED IN PART.

               Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement

                                       60

<PAGE>

by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or his attorney duly authorized
in writing), and the Company shall execute, and the Trustee shall authenticate
and deliver to the Holder of such Security without service charge, a new
Security or Securities of the same series and of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Book-Entry Security is so surrendered, such new Security so
issued shall be a new Book-Entry Security.

                                   ARTICLE XII

                                  Sinking Funds

Section 12.1   APPLICABILITY OF ARTICLE.

               The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 for Securities of such series.

               The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

Section 12.2   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

Section 12.3   REDEMPTION OF SECURITIES FOR SINKING FUND.

               Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the

                                       61

<PAGE>

amount of the next ensuing sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section 12.2 and
will also deliver to the Trustee any Securities to be so delivered. Not less
than 45 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.6 and 11.7.

                                  ARTICLE XIII

                       Defeasance and Covenant Defeasance

Section 13.1   APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT DEFEASANCE
               OR COVENANT DEFEASANCE.

               If pursuant to Section 3.1 provision is made for either or both
of (a) defeasance of the Securities of a series under Section 13.2 or (b)
covenant defeasance of the Securities of a series under Section 13.3, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article Thirteen, shall be applicable to the Securities
of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either
Section 13.2 (if applicable) or Section 13.3 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Thirteen.

Section 13.2   DEFEASANCE AND DISCHARGE.

               Upon the Company's exercise of the above option applicable to
this Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the

                                       62

<PAGE>

same), except for the following which shall survive until otherwise terminated
or discharged thereunder: (A) the rights of Holders of Outstanding Securities of
such series to receive, solely from the trust fund described in Section 13.4 as
more fully set forth in such Section, payments of the principal of (and premium
and interest, if any, on) such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 3.4, 3.5,
3.6, 10.2 and 10.3 and such obligations as shall be ancillary thereto, (C) the
rights, powers, trusts, duties, immunities and other provisions in respect of
the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with
this Article Thirteen, the Company may exercise its option under this Section
13.2 notwithstanding the prior exercise of its option under Section 13.3 with
respect to the Securities of such series.

Section 13.3   COVENANT DEFEASANCE.

               Upon the Company's exercise of the above option applicable to
this Section, the Company shall be released from its obligations under Sections
8.1, 10.8 and 10.9 (and any covenant applicable to such Securities that are
determined pursuant to Section 3.1 to be subject to this provision) and the
occurrence of an event specified in Section 5.1(4) (with respect to any of
Sections 8.1, 10.8 or 10.9) (and any other Event of Default applicable to such
Securities that are determined pursuant to Section 3.1 to be subject to this
provision) shall not be deemed to be an Event of Default with respect to the
Outstanding Securities of such series on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or clause whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or clause or by reason of any reference in
any such Section or clause to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

Section 13.4   CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

               The following shall be the conditions precedent to application of
either Section 13.2 or Section 13.3 to the Outstanding Securities of such
series:

               (1) The Company shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee satisfying the
          requirements of Section 6.9 who shall agree to comply with the
          provisions of this Article Thirteen applicable to it) as trust funds
          in trust for the purpose of making the following payments,
          specifically pledged as security for, and dedicated solely to, the
          benefit of the Holders of such Securities, (A) money in an amount, or
          (B) U.S. Government Obligations which through the scheduled payment of
          principal and interest in respect thereof in accordance with their
          terms will provide, not later than one day before the due date of any
          payment, money in

                                       63

<PAGE>

          an amount, or (C) a combination thereof, sufficient, without
          reinvestment, in the opinion of a nationally recognized firm of
          independent public accountants expressed in a written certification
          thereof delivered to the Trustee, to pay and discharge, and which
          shall be applied by the Trustee (or other qualifying trustee) to pay
          and discharge, the principal of (and premium and interest, if any on)
          the Outstanding Securities of such series on the Maturity of such
          principal, or premium and interest, if any. Before such a deposit the
          Company may make arrangements satisfactory to the Trustee for the
          redemption of Securities at a future date or dates in accordance with
          Article Eleven, which shall be given effect in applying the foregoing.
          For this purpose, "U.S. Government Obligations" means securities that
          are (x) direct obligations of the United States of America for the
          payment of which its full faith and credit is pledged or (y)
          obligations of a Person controlled or supervised by and acting as an
          agency or instrumentality of the United States of America the payment
          of which is unconditionally guaranteed as a full faith and credit
          obligation by the United States of America, which, in either case, are
          not callable or redeemable at the option of the issuer thereof, and
          shall also include a depository receipt issued by a bank (as defined
          in section 3(a)(2) of the Securities Act of 1933, as amended) as
          custodian with respect to any such U.S. Government Obligation or a
          specific payment of principal of or interest on any such U.S.
          Government Obligation held by such custodian for the account of the
          holder of such depository receipt, provided that (except as required
          by law) such custodian is not authorized to make any deduction from
          the amount payable to the holder of such depositary receipt from any
          amount received by the custodian in respect of the U.S. Government
          Obligation or the specific payment of principal of or interest on the
          U.S. Government Obligation evidenced by such depositary receipt.

               (2) No Event of Default or event which with notice or lapse of
          time or both would become an Event of Default with respect to the
          Securities of such series shall have occurred and be continuing (A) on
          the date of such deposit or (B) insofar as subsections 501(5) and (6)
          are concerned, at any time during the period ending on the 121st day
          after the date of such deposit or, if longer, ending on the day
          following the expiration of the longest preference period applicable
          to the Company in respect of such deposit (it being understood that
          the condition in this condition shall not be deemed satisfied until
          the expiration of such period).

               (3) Such defeasance or covenant defeasance shall not (A) cause
          the Trustee for the Securities of such series to have a conflicting
          interest as defined in Section 6.8 or for purposes of the Trust
          Indenture Act with respect to any securities of the Company or (B)
          result in the trust arising from such

                                       64

<PAGE>

          deposit to constitute, unless it is qualified as, a regulated
          investment company under the Investment Company Act of 1940, as
          amended.

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

               (5) In the case of an election under Section 13.2, the Company
          shall have delivered to the Trustee an Opinion of Counsel stating that
          (x) the Company has received from, or there has been published by, the
          Internal Revenue Service a ruling, or (y) since the date of this
          Indenture there has been a change in the applicable Federal income tax
          law, in either case to the effect that, and based thereon such opinion
          shall confirm that, the Holders of the Outstanding Securities of such
          series will not recognize income, gain or loss for Federal income tax
          purposes as a result of such defeasance and will be subject to Federal
          income tax on the same amounts, in the same manner and at the same
          times as would have been the case if such defeasance had not occurred.

               (6) In the case of an election under Section 13.3, the Company
          shall have delivered to the Trustee an Opinion of Counsel to the
          effect that the Holders of the Outstanding Securities of such series
          will not recognize income, gain or loss for Federal income tax
          purposes as a result of such covenant defeasance and will be subject
          to Federal income tax on the same amounts, in the same manner and at
          the same times as would have been the case if such covenant defeasance
          had not occurred.

               (7) Such defeasance or covenant defeasance shall be effected in
          compliance with any additional terms, conditions or limitations which
          may be imposed on the Company in connection therewith pursuant to
          Section 3.1.

               (8) The Company shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for relating to either the defeasance
          under Section 13.2 or the covenant defeasance under Section 13.3 (as
          the case may be) have been complied with.

Section 13.5   DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS
               TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

               Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or

                                       65

<PAGE>

other qualifying trustee - collectively, for purposes of this Section 13.5, the
"Trustee") pursuant to Section 13.4 in respect of the Outstanding Securities of
such series shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (but not including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof.

               Anything herein to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 13.4
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

Section 13.6   REINSTATEMENT.

               If the Trustee or the Paying Agent is unable to apply any money
in accordance with Section 13.2 or 13.3 by reason of any order or judgment or
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article Thirteen until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
13.2 or 13.3; PROVIDED, HOWEVER, that if the Company makes any payment of
principal of (and premium, if any) or interest on any such Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or the Paying Agent.

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



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

                                       66

<PAGE>

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

                                         ABBOTT LABORATORIES


                                         By     /s/ Greg W. Linder
                                                ----------------------------
                                         Name:  Greg W. Linder
                                         Title: Vice President and Treasurer
Attest:

        /s/ Brian J. Smith
       ------------------------
Name:  Brian J. Smith
Title: Assistant Secretary

                                         BANK ONE TRUST COMPANY, N.A.,
                                           as Trustee


                                         By     /s/ Benita A. Pointer
                                                ------------------------------
                                         Name:  Benita A. Pointer
                                         Title: Account Executive
Attest:

       /s/ Janice Ott Rotunno
       ------------------------
Name:  Janice Ott Rotunno
Title: Vice President

                                       67

<PAGE>

STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF LAKE             )

               On the 9th day of February, 2001, before me personally came
Greg W. Linder, to me known, who, being by me duly sworn, did depose and say
that he is Vice President and Treasurer of Abbott Laboratories, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto
by like authority.

                                              /s/ Deborah A. Young
                                              ------------------------------

STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF LAKE             )

               On the 9th day of February, 2001, before me personally came
Greg W. Linder, to me known, who, being by me duly sworn, did depose and say
that he is Vice President and Treasurer of Abbott Laboratories, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto
by like authority.

                                              /s/ Deborah A. Young
                                              ------------------------------
                                                     "OFFICIAL SEAL"
                                                     DEBORAH A. YOUNG
                                             NOTARY PUBLIC, STATE OF ILLINOIS
                                             MY COMMISSION EXPIRES 6/22/2002

STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF COOK             )

               On the 9th day of February, 2001, before me personally came
Benita A. Pointer, to me known, who, being by me duly sworn, did depose and
say that she is Account Executive of Bank One Trust Company, N.A., one of the
corporations described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed of said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her name thereto
by like authority.


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


STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF COOK             )

               On the 9th day of February, 2001, before me personally came
Benita A. Pointer, to me known, who, being by me duly sworn, did depose and
say that she is Account Executive of Bank One Trust Company, N.A., one of the
corporations described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her name thereto
by like authority.

                                              /s/ Darla R. Coulson
                                              ------------------------------


STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF LAKE             )

               On the 9th day of February, 2001, before me personally came
Greg W. Linder, to me known, who, being by me duly sworn, did depose and
say that he is Vice President and Treasurer of Abbott Laboratories, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto
by like authority.


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


STATE OF ILLINOIS          )
                           ) ss:
COUNTY OF COOK             )

               On the 9th day of February, 2001, before me personally came
Benita A. Pointer, to me known, who, being by me duly sworn, did depose and
say that she is Account Executive of Bank One Trust Company, N.A., one of the
corporations described in and which executed the foregoing instrument; that
she knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she signed her name thereto
by like authority.

                                              /s/ Darla R. Coulson
                                              ------------------------------
                                                     "OFFICIAL SEAL"
                                                     DARLA R. COULSON
                                             NOTARY PUBLIC, STATE OF ILLINOIS
                                             MY COMMISSION EXPIRES 6/17/2002

                                       68