EXHIBIT 4.2




  ____________________________________________________________________________






                             THE VALSPAR CORPORATION

                       $200,000,000 5.625% Notes due 2012
                       $150,000,000 6.050% Notes due 2017



                          SECOND SUPPLEMENTAL INDENTURE

                           Dated as of April 17, 2007

                                       to

                      Indenture Dated as of April 24, 2002


                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                 (as successor to Bank One Trust Company, N.A.)

                                     Trustee




  ____________________________________________________________________________


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         This SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture")
dated as of April 17, 2007, to the Indenture (the "Existing Indenture") dated as
of April 24, 2002, between THE VALSPAR CORPORATION, a Delaware corporation (the
"Company"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., (as successor to Bank
One Trust Company, N.A.), as trustee (the "Trustee") (the Existing Indenture as
supplemented by this Supplemental Indenture, the "Indenture").

                                    RECITALS

         WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Existing Indenture to provide for the issuance of the Company's
debt securities in one or more series;

         WHEREAS, Sections 201, 301 and 901 of the Existing Indenture provide,
among other things, that the Company and the Trustee may, without the consent of
Holders, enter into indentures supplemental to the Existing Indenture to provide
for specific terms applicable to any series of notes and to add to the covenants
of the Company for the benefit of the Holders of each series of notes (and if
such covenants are to be for the benefit of less than all series of notes,
stating that such covenants are expressly being included solely for the benefit
of such series);

         WHEREAS, the Company desires to provide for the issuance of two new
series of debt securities to be designated as the "5.625 Notes due 2012" (the
"2012 Notes") and the "6.050% Notes due 2017" (the "2017 Notes" and together
with the 2012 Notes, the "Notes"), and to set forth the terms that will be
applicable thereto and the forms thereof; and

         WHEREAS, all action on the part of the Company necessary to make this
Supplemental Indenture a valid agreement of the Company and to authorize the
issuance of the Notes under the Indenture (as supplemented hereby) has been duly
taken;

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                      APPLICATION OF SUPPLEMENTAL INDENTURE
                              AND CREATION OF NOTES

Section 1.01 Application of this Supplemental Indenture.

         Notwithstanding any other provision of this Supplemental Indenture, the
provisions of this Supplemental Indenture, including the covenants and Events of
Default set forth herein, are expressly and solely for the benefit of the 2012
Notes and the 2017 Notes. The 2012 Notes and the 2017 Notes each constitute a
series of notes as provided in Section 301 of the Existing Indenture.

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Section 1.02 Effect of Supplemental Indenture.

         With respect to the 2012 Notes and the 2017 Notes only, the Existing
Indenture shall be supplemented pursuant to Sections 201, 301 and 901 thereof to
establish the terms of the 2012 Notes and the 2017 Notes as set forth in this
Supplemental Indenture, including as follows:

         (a)      The definitions set forth in Article One of the Existing
                  Indenture shall be modified to the extent provided in Article
                  II of this Supplemental Indenture;

         (b)      The forms and terms of the securities representing the 2012
                  Notes and the 2017 Notes required to be established pursuant
                  to Sections 201 and 301 of the Existing Indenture shall be
                  established in accordance with Sections 1.03, 1.04, 1.05 and
                  1.06 of this Supplemental Indenture;

         (c)      Section 501(1) of the Existing Indenture regarding a certain
                  event of default is deleted as contemplated by Section 301(12)
                  of the Existing Indenture and replaced in its entirety by
                  Section 5.01(a) of this Supplemental Indenture.

         (d)      The provisions of Article Ten of the Existing Indenture
                  regarding certain covenants of the Company shall be
                  supplemented and amended by the provisions of Article V of
                  this Supplemental Indenture.

         (e)      Section 901 of the Existing Indenture regarding the entering
                  into of supplemental indentures without the consent of holders
                  shall be amended by inserting therein a new Section 901(8) of
                  the Existing Indenture (as set forth in Section 7.01 of this
                  Supplemental Indenture).

Section 1.03 Designation and Amount of Notes.

         (a) The 2012 Notes shall be known and designated as the "5.625% Notes
due 2012." The initial maximum aggregate principal amount of 2012 Notes that may
be authenticated and delivered under this Supplemental Indenture shall not
exceed $200,000,000 except for 2012 Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of, 2012 Notes
pursuant to Sections 202, 304, 305, 306 or 905 of the Existing Indenture (unless
the issue of this series of 2012 Notes is "reopened" pursuant to Section 901(8)
of the Existing Indenture (as set forth in Section 7.01 of this Supplemental
Indenture)) by issuing additional 2012 Notes of such series (the "Additional
2012 Notes"), in an amount or amounts and registered in the names of such
Persons as shall be set forth in any written order of the Company for the
authentication and delivery of the 2012 Notes pursuant to Section 303 of the
Existing Indenture.

         (b) The 2017 Notes shall be known and designated as the "6.050% Notes
due 2017." The initial maximum aggregate principal amount of 2017 Notes that may
be authenticated and delivered under this Supplemental Indenture shall not
exceed $150,000,000 except for 2017 Notes authenticated and delivered upon
registration or transfer of, or in exchange for, or in lieu of, 2017 Notes
pursuant to Sections 202, 304, 305, 306 or 905 of the Existing Indenture (unless
the issue of this series of 2017 Notes is "reopened" pursuant to Section 901(8)
of the Existing Indenture (as set forth in Section 7.01 of this Supplemental
Indenture)) by issuing additional 2017 Notes of such series (the "Additional
2017 Notes"), in an amount or amounts and registered

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in the names of such Persons as shall be set forth in any written order of the
Company for the authentication and delivery of the 2017 Notes pursuant to
Section 303 of the Existing Indenture.

Section 1.04 Terms; Form of Security.

         The 2012 Notes and the Additional 2012 Notes shall together constitute
one series for purposes of the Existing Indenture and this Supplemental
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase. The 2017 Notes and the Additional 2017 Notes shall together
constitute one series for purposes of the Existing Indenture and this
Supplemental Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase. The Company shall issue any additional notes
of a series by adopting a Board Resolution in the manner set forth in Section
301 of the Existing Indenture providing for the terms of such issuance.
Notwithstanding the foregoing, the Notes are issuable in fully registered form
as Global Notes (unless otherwise permitted by Section 202 of the Existing
Indenture) without coupons and shall be in substantially the form of Exhibit A
hereto. The Notes are not issuable in bearer form. The terms and provisions
contained in the form of Note shall constitute, and are hereby expressly made, a
part of this Supplemental Indenture and the Company, by its execution and
delivery of this Supplemental Indenture, expressly agrees to such terms and
provisions and to be bound thereto. Any of the Notes may have such letters,
numbers or other marks of identification and such notations, legends and
endorsements as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and are not inconsistent with the
provisions of the Indenture (and which do not affect the rights, duties or
immunities of the Trustee), or as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any securities exchange or automated quotation system on which the Notes may be
listed.

Section 1.05 Payment of Principal and Interest.

         (a) The 2012 Notes shall mature, and the principal of the 2012 Notes
shall be due and payable in U.S. Dollars to the Holders thereof, together with
all accrued and unpaid interest thereon, on May 1, 2012 (the Stated Maturity of
principal of the 2012 Notes). The 2017 Notes shall mature, and the principal of
the 2017 Notes shall be due and payable in U.S. Dollars to the Holders thereof,
together with all accrued and unpaid interest thereon, on May 1, 2017 (the
Stated Maturity of principal of the 2017 Notes).

         (b) The 2012 Notes shall bear interest at 5.625% per annum, and the
2017 Notes shall bear interest at 6.050% per annum, in each case from and
including April 17, 2007, or from the most recent Interest Payment Date (defined
below) on which interest has been paid or provided for until the principal
thereof becomes due and payable, and on any overdue principal and (to the extent
that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the same rate per annum. Interest shall be
calculated on the basis of a 360-day year comprised of twelve 30-day months.
Interest on the Notes shall be payable semi-annually in arrears in U.S. Dollars
on May 1 and November 1 of each year, commencing on November 1, 2007 (each such
date, an "Interest Payment Date" for the purposes of the Notes under this
Supplemental Indenture). Payments of interest shall be made to the Person in
whose name a Note (or predecessor Note) is registered (which shall initially be
the Depositary) at the close of business on the April 15 or October 15, as the
case may be, next preceding such Interest

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Payment Date (each such date, a "Regular Record Date" for the purposes of the
Notes under this Supplemental Indenture).

         (c) For so long as the Notes are represented by one or more Global
Notes, all payments of principal and interest shall be made by the Company by
wire transfer of immediately available funds in U.S. Dollars to the Depositary
or its nominee, as the case may be, as the registered owner of the Global Notes
representing such Notes. In the event that definitive Notes shall have been
issued, all payments of principal and interest shall be made by the Company by
wire transfer of immediately available funds in U.S. Dollars to the accounts of
the registered Holders thereof; provided, that the Company may elect to make
such payments at the office of the Paying Agent in The City of New York; and
PROVIDED FURTHER, that the Company may at its option pay interest by check to
the registered address of each Holder of a definitive Note.

         (d) The Notes shall trade in the Depositary's Same-Day Funds Settlement
System until Stated Maturity (or until they are subject to acceleration pursuant
to Article V of the Existing Indenture) and secondary market trading activity in
the Notes may be required by the Depositary to settle in immediately available
funds.

         (e) The Notes are subject to redemption by the Company in whole or in
part in the manner described HEREIN.

Section 1.06 Ranking.

         The Notes shall be general unsecured obligations of the Company. The
Notes shall rank PARI PASSU in right of payment with all unsecured and
unsubordinated indebtedness of the Company and senior in right of payment to all
subordinated indebtedness of the Company.

Section 1.07 Security Registrar and Paying Agent.

         The Company hereby initially appoints the Trustee as Paying Agent and
Security Registrar for the Notes. The Company may change the Paying Agent and
Security Registrar without prior notice to the Holders of the Notes, and the
Company or any of its domestically incorporated Restricted Subsidiaries may act
as Paying Agent or Security Registrar.

Section 1.08 Sinking Fund

         The Notes are not subject to any sinking fund.








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                                   ARTICLE II

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 2.01 Definitions.

         (a) All capitalized terms used herein and not otherwise defined below
shall have the meanings ascribed thereto in the Existing Indenture.

         (b) The following are definitions used in this Supplemental Indenture
and to the extent that a term is defined both herein and in the Existing
Indenture, the definition in this Supplemental Indenture shall govern with
respect to the Notes.

         "ATTRIBUTABLE DEBT" for a lease means, as of the date of determination,
the present value of net rent for the remaining term of the lease. Rent shall be
discounted to present value at a discount rate that is compounded semi-annually.
The discount rate shall be 10% per annum or, if the Company elects, the discount
rate shall be equal to the weighted average Yield to Maturity of the 2017 Notes.
Such average shall be weighted by the principal amount of the notes of each
series then outstanding. Rent is the lesser of (a) rent for the remaining term
of the lease assuming it is not terminated, or (b) rent from the date of
determination until the first possible termination date plus the termination
payment then due, if any. The remaining term of a lease includes any period for
which the lease has been extended. Rent does not include (1) amounts due for
maintenance, repairs, utilities, insurance, taxes, assessments and similar
charges, or (2) contingent rent, such as that based on sales. Rent may be
reduced by the discounted present value of the rent that any sublessee must pay
from the date of determination for all or part of the same property. If the net
rent on a lease is not definitely determinable, the Company may estimate it in
any reasonable manner.

         "BELOW INVESTMENT GRADE RATING EVENT" means the Notes are rated below
Investment Grade by both Rating Agencies on any date from the date of the public
notice of an arrangement that could result in a Change of Control until the end
of the 60-day period following public notice of the occurrence of a Change of
Control (which period shall be extended so long as the rating of the Notes is
under publicly announced consideration for possible downgrade by either of the
Rating Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to
have occurred in respect of a particular Change of Control (and thus shall not
be deemed a Below Investment Grade Rating Event for purposes of the definition
of Change of Control Repurchase Event) if the Rating Agencies making the
reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at the request of
the Company that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control
shall have occurred at the time of the Below Investment Grade Rating Event).

          "CHANGE OF CONTROL" means the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as that term is used in Section 13(d)(3) of the Exchange
Act) becomes the beneficial owner, directly or

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indirectly, of more than 50% of the Voting Stock of the Company, measured by
voting power rather than number of shares. Notwithstanding the foregoing, a
transaction will not be deemed to involve a Change of Control if (1) the Company
becomes a wholly owned subsidiary of a holding company and (2) the holders of
the Voting Stock of such holding company immediately following that transaction
are substantially the same as the holders of the Company's Voting Stock
immediately prior to that transaction.

         "CHANGE OF CONTROL REPURCHASE EVENT" means the occurrence of both a
Change of Control and a Below Investment Grade Rating Event.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

         "COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations, or (iii) if only
one Reference Treasury Dealer Quotation is received, such quotation.

         "CONSOLIDATED TOTAL ASSETS" means total consolidated assets as
reflected in the Company's most recent consolidated balance sheet preceding the
date of a determination under Section 5.01(i) of this Supplemental Indenture.

         "CONTROL," as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise. For purposes of this definition, the
terms "controlling," "controlled by" and "under common control with" have
correlative meanings.

         "DEBT" means any debt for borrowed money or any guarantee of such debt.

         "GOVERNMENT SECURITIES" means direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a Person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States.

         "INVESTMENT GRADE" means a rating of Baa3 or better by Moody's (or its
equivalent under any successor rating categories of Moody's); a rating of BBB-
or better by S&P (or its equivalent under any successor rating categories of
S&P); or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Company.

         "LIEN" means any mortgage, pledge, security interest or lien to secure
or assure payment of Debt.

         "MOODY'S" means Moody's Investors Service, Inc.

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          "LONG-TERM DEBT" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may extend
or renew without the obligee's consent to a date more than 12 months after the
date the Debt was created.

         "OFFICER" means the Chief Executive Officer, the President, the Chief
Financial Officer, any Executive or Senior Vice President or the Principal
Accounting Officer (so long as such Principal Accounting Officer is at least a
Vice President) of the Company.

         "PRINCIPAL PROPERTY" means (i) any manufacturing facility, whether now
or hereafter owned, located in the United States (excluding territories and
possessions other than Puerto Rico), except any such facility that in the
opinion of the board of directors of the Company or any authorized committee of
such board is not of material importance to the total business conducted by the
Company and its consolidated Subsidiaries, and (ii) any shares of stock of a
Restricted Subsidiary.

         "QUOTATION AGENT" means the Reference Treasury Dealer appointed by the
Company.

         "REFERENCE TREASURY DEALER" means (i) Barclays Capital Inc. (or one of
its affiliates that is a Prime Treasury Dealer) and its successors; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.

         "RATING AGENCY" means (1) each of Moody's and S&P; and (2) if either of
Moody's or S&P ceases to rate the Notes or fails to make a rating of the Notes
publicly available for reasons outside of the Company's control, a "nationally
recognized statistical rating organization" within the meaning of Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Company (as
certified by a resolution of the Company's Board of Directors) as a replacement
agency for Moody's or S&P, or both, as the case may be.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

         "RESTRICTED SUBSIDIARY" means a Wholly-Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories or possessions other than Puerto Rico) and owns a Principal
Property.

         "S&P" means Standard & Poor's Ratings Services, a division of
McGraw-Hill, Inc.

         "SALE-LEASEBACK TRANSACTION" means an arrangement pursuant to which the
Company or a Restricted Subsidiary now owns or hereafter acquires a Principal
Property, transfers it to a person, and leases it back from the person.

         "TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price

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for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

         "VOTING STOCK" of any specified "person" (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date means the capital stock of
such person that is at the time entitled to vote generally in the election of
the board of directors of such person.

         "WHOLLY-OWNED SUBSIDIARY" of any specified Person means a corporation
all of whose Voting Stock is owned by the Company or a Wholly-Owned Subsidiary,
the accounts of which are consolidated with those of the Company in its
consolidated financial statements.

Section 2.02 Other Definitions.

                  Term                        Defined in Section
                  ----                        ------------------

         "Additional Notes"                           1.03

Section 2.03 Incorporation by Reference of Trust Indenture Act.

         The Indenture is subject to the mandatory provisions of the Trust
Indenture Act, which are incorporated by reference in and made a part of the
Indenture. The following Trust Indenture Act terms have the following meanings:

         "indenture securities" means the Notes.

         "indenture security holder" means a Holder.

         "indenture to be qualified" means this Supplemental Indenture.

         "indenture trustee" or "institutional trustee" means the Trustee.

         "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

         All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meanings assigned to them
by such definitions.
















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                                   ARTICLE III

                                   REDEMPTION

Section 3.01 Optional Redemption.

The Notes of either or both series are subject to redemption at any time or from
time to time, in whole or in part, at the Company's option at a Redemption Price
equal to the greater of:

         (i)      100% of the principal amount of the Notes to be redeemed, and

         (ii)     as determined by the Quotation Agent, the sum of the present
                  values of the remaining scheduled payments of principal and
                  interest in respect of the Notes to be redeemed (not including
                  any portion of those payments of interest accrued as of the
                  date of redemption) discounted to the date of redemption on a
                  semi-annual basis (assuming a 360-day year consisting of
                  twelve 30-day months) at the Treasury Rate plus 15 basis
                  points in the case of the 2012 Notes, and 25 basis points in
                  the case of the 2017 Notes

plus, in each case, accrued interest to the redemption date. The Company may
provide in such notice that payment of such Redemption Price and performance of
the Company's obligations with respect to such redemption or purchase may be
performed by another Person. Any such notice may, at the Company's discretion,
be subject to the satisfaction of one or more conditions precedent.

Section 3.02 Notices to Trustee.

         If the Company elects to redeem the Notes pursuant to this Article, it
shall notify the Trustee in writing of the redemption date and the principal
amount of Notes to be redeemed.

         The Company shall give each notice to the Trustee provided for in this
Section at least 30 days but not more than 60 days before the redemption date
unless the Trustee consents to a shorter period. Such notice shall be
accompanied by an Officers' Certificate and an Opinion of Counsel from the
Company to the effect that such redemption will comply with the conditions
herein. If fewer than all the Notes are to be redeemed, the record date relating
to such redemption shall be selected by the Company and given to the Trustee,
which record date shall be not fewer than 15 days after the date of notice to
the Trustee. Any such notice may be canceled at any time prior to notice of such
redemption being mailed to any Holder and shall thereby be void and of no
effect.

Section 3.03 Selection of Notes To Be Redeemed.

         If fewer than all the Notes of a series are to be redeemed, the Trustee
shall select the Notes of such series to be redeemed pro rata or by lot or by a
method that complies with applicable legal and securities exchange requirements,
if any, and that the Trustee in its sole discretion shall deem to be fair and
appropriate and in accordance with methods generally used at the time of
selection by fiduciaries in similar circumstances. The Trustee shall make the

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selection from outstanding Notes of such series not previously called for
redemption. The Trustee may select for redemption portions of the principal of
the Notes of a series that have denominations larger than $1,000. The Notes and
portions of them the Trustee selects shall be in amounts of $1,000 or a whole
multiple of $1,000. Provisions of this Supplemental Indenture that apply to the
Notes called for redemption also apply to portions of the Notes called for
redemption. The Trustee shall notify the Company promptly of the Notes or
portions of the Notes to be redeemed.

Section 3.04 Notice of Redemption.

         At least 30 days but not more than 60 days before a date for redemption
of Securities, the Company shall mail a notice of redemption by first-class mail
to each Holder of Securities to be redeemed at such Holder's registered address.

                  The notice shall identify the Notes to be redeemed and shall
         state:

                  (a) the redemption date;

                  (b) the redemption price and the amount of accrued interest to
         the redemption date;

                  (c) the name and address of the Paying Agent;

                  (d) that the Notes called for redemption must be surrendered
         to the Paying Agent to collect the redemption price;

                  (e) if fewer than all the outstanding the Notes are to be
         redeemed, the certificate numbers and principal amounts of the
         particular the Notes to be redeemed;

                  (f) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on the Notes
         (or portion thereof) called for redemption ceases to accrue on and
         after the Redemption Date;

                  (g) the CUSIP number, if any, printed on the Notes being
         redeemed; and

                  (h) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Notes.

        At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

Section 3.05 Effect of Notice of Redemption.

         Once notice of redemption is mailed, the Notes called for redemption
become due and payable on the Redemption Date and at the redemption price stated
in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at
the redemption price stated in the

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notice, plus accrued interest, if any, to the redemption date; provided,
however, that if the redemption date is after a Regular Record Date and on or
prior to the Interest Payment Date, the accrued interest shall be payable to the
holder of the redeemed the Notes registered on the relevant Regular Record Date.
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

Section 3.06 Deposit of Redemption Price.

         Prior to 11:00 a.m. New York City time on the redemption date, the
Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary
is the Paying Agent, shall segregate and hold in trust) money sufficient to pay
the redemption price of and accrued interest on all Notes to be redeemed on that
date other than the Notes or portions of the Notes called for redemption that
have been delivered by the Company to the Trustee for cancellation.

Section 3.07 Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder (at the Company's
expense) a new Note of such series equal in principal amount to the unredeemed
portion of the Notes surrendered.


                                   ARTICLE IV

                                CHANGE OF CONTROL

Section 4.01 Change of Control.

         (a) Upon the occurrence of a Change of Control Repurchase Event, unless
all Notes have been called for redemption pursuant to Section 3.01 hereof, each
Holder of Notes shall have the right to require the Company to repurchase all or
any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof)
of such Holder's Notes at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus any accrued and unpaid interest on
the notes repurchased to the date of purchase (the "Change of Control Payment").

         (b) Within 30 days following any Change of Control Repurchase Event or,
at the Company's option, prior to any proposed Change of Control, but after the
public announcement of the proposed Change of Control, the Company shall mail,
or cause to be mailed, a notice (a "Change in Control Offer") to each Holder,
with a copy to the Trustee, describing the transaction or transactions that
constitute or may constitute the Change of Control Repurchase Event and
specifying

                  (i) that the Change of Control Offer is being made pursuant to
         this Section 4.1 and that all Notes tendered will be accepted for
         payment;

                  (ii) the Change of Control Payment and the purchase date,
         which shall be a Business Day no earlier than 30 days and no later than
         60 days from the date such notice is mailed (the "Change of Control
         Payment Date");

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                  (iii) the CUSIP numbers for the Notes;

                  (iv) that any Note not tendered will continue to accrue
         interest;

                  (v) that, unless the Company defaults in the payment of the
         Change of Control Payment, all Notes accepted for payment pursuant to
         the Change of Control Offer will cease to accrue interest after the
         Change of Control Payment Date;

                  (vi) that Holders electing to have any Notes purchased
         pursuant to a Change of Control Offer will be required to surrender
         such Notes to the Paying Agent at the address specified in the notice
         prior to the close of business on the third Business Day preceding the
         Change of Control Payment Date;

                  (vii) that Holders will be entitled to withdraw their election
         referred to in clause (vi) if the Paying Agent receives, not later than
         the close of business on the second Business Day preceding the Change
         of Control Payment Date, a facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of Notes delivered
         for purchase, and a statement that such Holder is withdrawing his
         election to have the Notes purchased;

                  (viii) that Holders whose Notes of any series are being
         purchased only in part will be issued new Notes of such series equal in
         principal amount to the unpurchased portion of the Notes surrendered,
         which unpurchased portion will be equal to $1,000 in principal amount
         or an integral multiple of $1,000 in excess thereof; and

                  (ix) if the notice is mailed prior to the date of consummation
         of the Change of Control, that the Change of Control Offer is
         conditioned on the Change of Control Repurchase Event occurring on or
         prior to the payment date specified in the notice.


         (c) The Company shall cause the Change of Control Offer to remain open
for at least 20 Business Days or such longer period as is required by applicable
law. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control Repurchase Event. To
the extent that the provisions of any securities laws or regulations conflict
with the provisions of this Section 4.1, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.1 by virtue of such conflict.

         (d) On the Change of Control Payment Date, the Company will, to the
extent lawful:

                  (i) accept for payment all Notes or portions thereof properly
         tendered pursuant to the Change of Control Offer;

                                       12
<PAGE>

                  (ii) deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions of Notes
         properly tendered; and

                  (iii) deliver or cause to be delivered to the Trustee the
         Notes so accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.


         (e) The Paying Agent will promptly mail to each Holder of Notes of each
series properly tendered the Change of Control Payment for such Notes, and the
Trustee will promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note of the same series equal in principal amount to
any unpurchased portion of the Notes surrendered, if any; provided that each new
Note will be in a principal amount of $1,000 or an integral multiple of $1,000
in excess thereof. The Company will publicly announce the results of the Change
of Control Offer on or as soon as practicable after the Change of Control
Payment Date.

         (f) The Company shall not be required to make a Change of Control Offer
upon a Change of Control Triggering Event if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.1 applicable to a Change of Control
Offer made by the Company and purchases all Notes properly tendered and not
withdrawn under such Change of Control Offer.


                                    ARTICLE V

                                    REMEDIES

Section 5.01 Events of Default.

         The following event of default shall replace the event of default in
Section 501(1) of the Existing Indenture in its entirety and shall be in
addition to the other events of default in Section 501 of the Existing
Indenture, which shall in all respects be applicable in respect of the Notes.

         For purposes of the Notes, Section 501(1) of the Existing Indenture is
replaced in its entirety by inserting therein a new Section 501(1) to read as
follows:

         "(1) default in the payment of any interest on any Note of such series
when such interest becomes due and payable, and continuance of such default for
a period of 30 days;".













                                       13
<PAGE>

                                   ARTICLE VI

                                    COVENANTS

         The covenants set forth in this Article V shall be applicable to the
Company in addition to the covenants in Article Ten of the Existing Indenture,
which shall in all respects be applicable in respect of the Notes.

Section 6.01 Limitation on Liens.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, create, incur, assume or otherwise cause or suffer to exist or become
effective any Lien of any kind on a Principal Property securing Debt unless one
or more of the following exceptions apply:


         (a) the Lien equally and ratably secures the Notes and the Debt or any
other obligation of the Company or a Subsidiary; PROVIDED that any obligation
secured by a Lien is not subordinated to the Notes;

         (b) the Lien secures Debt incurred to finance all or part of the
purchase price or the cost of construction or improvement of property of the
Company or a Restricted Subsidiary; PROVIDED that (i) such Lien shall not extend
to any other Principal Property owned by the Company or a Restricted Subsidiary
at the time the Lien is incurred, except for unimproved real property used for
such construction or improvement, and (ii) such Debt shall not be incurred more
than 18 months after the later of the acquisition, completion of construction or
improvement, or commencement of full operation of the property subject to the
Lien;

         (c) the Lien is on property of an entity at the time the entity merges
into or consolidates with the Company or a Restricted Subsidiary;

         (d) the Lien is on property at the time such property is acquired by
the Company or a Restricted Subsidiary;

         (e) the Lien is on property of a corporation at the time such
corporation becomes a Restricted Subsidiary;

         (f) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;

         (g) the Lien is in favor of a government or governmental entity and
secures (i) payments pursuant to a contract or statute, or (ii) Debt incurred to
finance all or part of the purchase price or cost of construction or improvement
of the property subject to the Lien;

         (h) the Lien extends, renews or replaces in whole or in part a Lien
("existing Lien") permitted by any of clauses (a) through (g) or extends to
property that at the time is not a Principal Property; PROVIDED that (i) such
Lien does not extend beyond the property subject to the existing Lien and
improvements and construction on such property, and (ii) the amount of the Debt
secured by such Lien does not exceed the amount of the Debt secured at the time
by the existing Lien unless the existing Lien or a predecessor Lien was incurred
under clause (a) or (f); or

                                       14
<PAGE>

         (i) the Debt plus all other Debt secured by Liens on Principal Property
at the time does not exceed 10% of Consolidated Total Assets, excluding (i) Debt
secured by a Lien permitted by any of clauses (a) through (h) of this Section
and (ii) Debt secured by a Lien incurred prior to the date of the Existing
Indenture that would have been permitted by any of those clauses if the Existing
Indenture had been in effect at the time the Lien was incurred, and including
Attributable Debt for any lease permitted by Section 5.02(d) of this
Supplemental Indenture not otherwise permitted by any of clauses (a) through (h)
of this Section.

Section 6.02 Limitation on Sale and Leaseback Transactions.

         The Company shall not, and shall not permit any Restricted Subsidiary
to, enter into a Sale-Leaseback Transaction for a Principal Property, unless one
or more of the following exceptions apply:

         (a) the lease has a term of three years or less;

         (b) the lease is between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries;

         (c) the Company or a Restricted Subsidiary under Sections 6.01(b)
through (h) of this Supplemental Indenture may create a Lien on the property to
secure Debt in an amount at least equal to the Attributable Debt for the lease;

         (d) the Company or a Restricted Subsidiary under Section 6.01(i) of
this Supplemental Indenture could create a Lien on the Principal Property to
secure Debt in an amount at least equal to the Attributable Debt for the lease;
or

         (e) the Company or a Restricted Subsidiary, within 180 days of the
effective date of the lease, retires Long-Term Debt of the Company or a
Restricted Subsidiary in an amount at least equal to the Attributable Debt for
the lease, excluding Debt of the Company that is subordinated to the Notes and
Debt, if paid in cash, that is owned by the Company or a Restricted Subsidiary.

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01 Issuance of Additional Notes.

         For purposes of the Notes, Section 901 of the Existing Indenture is
hereby amended by inserting therein a new Section 901(8) to read as follows:

             "(8) to issue additional Notes of any series in the future
pursuant to Section 303 of this Indenture; provided that such additional Notes
have the same terms as, and be deemed part of the same series as, the applicable
series of Notes issued hereunder."

                                       15
<PAGE>

Section 7.02 Trust Indenture Act Controls.

         If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision that is required or deemed to be included in
this Supplemental Indenture by the Trust Indenture Act, the required or deemed
provision shall control.

Section 7.03 Notices.

         Any notice or communication shall be in writing and delivered in person
or mailed by first-class mail or sent by facsimile (with a hard copy delivered
in person or by mail promptly thereafter) and addressed as follows:


          if to the Company:

          The Valspar Corporation
          1101 Third Street South
          Minneapolis, Minnesota  55415

          Attention:  Rolf Engh
          Facsimile:  (612) 375-7313

          with a copy to:

          Lindquist & Vennum PLLP
          4200 IDS Center
          Minneapolis, Minnesota  55402
          Attention:  Richard D. McNeil

          if to the Trustee:

          The Bank of New York Trust Company, N.A.
          Two North LaSalle Street
          Suite 1020
          Chicago, Illinois  606062

          Attention:  Corporate Trust
          Facsimile: (312) 827-8542

The Company or the Trustee by notice to the other may designate additional or
different addresses for subsequent notices or communications.

Section 7.04 When Notes Disregarded.

         In determining whether the Holders of the required principal amount of
Notes of any series have concurred in any direction, waiver or consent, Notes of
such series owned by the Company or by any Person directly or


                                       16
<PAGE>

indirectly controlling or controlled by or under direct or indirect common
control with the Company shall be disregarded and deemed not to be Outstanding,
except that, for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent, only Notes that a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Notes Outstanding at the time
shall be considered in any such determination.

Section 7.05 Rules by Trustee, Paying Agent and Security Registrar.

         The Trustee may make reasonable rules for action by or a meeting of
Holders. The Security Registrar and the Paying Agent or co-registrar may make
reasonable rules for their functions.

Section 7.06 Payment on Business Days.

         If a payment date is not a Business Day, payment shall be made on the
next succeeding day that is a Business Day, and no interest shall accrue for the
intervening period. If a Regular Record Date is not a Business Day, the Regular
Record Date shall not be affected.

Section 7.07 Governing Law.

         THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 7.08 No Personal Liability of Directors, etc.

         None of the Company's directors, officers, employees, incorporators or
stockholders, as such, shall have any liability for any of the Company's
obligations under the Notes, the Indenture, or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes.

Section 7.09 Successors.

         All agreements of the Company in the Indenture and the Notes shall bind
its successors. All agreements of the Trustee in the Indenture shall bind its
successors.

Section 7.10 Multiple Originals.

         The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement. One signed copy is enough to prove this
Supplemental Indenture.







                                       17
<PAGE>

Section 7.11 Table of Contents; Headings.

         The table of contents and headings of the Articles and Sections of this
Supplemental Indenture have been inserted for convenience of reference only, are
not intended to be considered a part hereof and shall not modify or restrict any
of the terms or provisions hereof.

Section 7.12 Not Responsible for Recitals or Issuance of Notes.

         The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture or of the Notes. The Trustee shall not be accountable for the
Company's use of the proceeds from the Notes or for monies paid over to the
Company pursuant to this Supplemental Indenture.

Section 7.13 Adoption, Ratification and Confirmation.

         The Existing Indenture, as supplemented and amended by this Second
Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.





















                                       18
<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


                                         THE VALSPAR CORPORATION

                                         By: /s/ Paul C. Reyelts
                                             -----------------------------------
                                             Name:  Paul C. Reyelts
                                             Title: Executive Vice President
                                                    and Chief Financial Officer



                                         THE BANK OF NEW YORK TRUST COMPANY,
                                         N.A., as Trustee

                                         By: /s/ Dan Donovan
                                             -----------------------------------
                                             Name:  Dan Donovan
                                             Title: Vice President




















         THIS IS A SIGNATURE PAGE TO THE SECOND SUPPLEMENTAL INDENTURE.

                                       19
<PAGE>

                                                                       EXHIBIT A

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF
ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

CUSIP

                             THE VALSPAR CORPORATION

                             o% NOTE DUE [2012/2017]

$o                                                               No.: R-o

         The Valspar Corporation, a Delaware corporation (herein called the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of o MILLION DOLLARS or such other
Principal Amount as shall be set forth on Schedule I hereto on o, [2012/2017]
and to pay interest thereon at the rate of o% per annum from the Initial
Interest Accrual Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, on o and o of each year, commencing
o, 2007 (each an "Interest Payment Date"), until the principal hereof is paid or
made available for payment.

         The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, except as provided in the Indenture hereinafter
referred to, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for such interest, which will be the o and o, as the case may be,
immediately preceding each Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and either may be paid to the Person in whose
name this Note (or one or more Predecessor Notes) 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 the Holders not less
than ten days prior to such Special Record Date, or may be paid at any time

                                      A-1
<PAGE>

in any other lawful manner, all as more fully provided in the Indenture. Payment
of the principal of and interest on this Note will be made at the office or
agency of the Company maintained for that purpose in Minneapolis, Minnesota, or
in such other office or agency as may be established by the Company pursuant to
the Indenture (initially the principal corporate trust office of the Trustee in
New York, New York (the "Corporate Trust Office")), 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; provided, however, that payment of interest
may be made at the option of the Company (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Note Register or
(ii) by wire transfer to an account maintained by the Person entitled thereto as
specified in the Note Register. Payments of principal and interest at maturity
will be made against presentation of this Note at the Corporate Trust Office (or
such other office as may be established pursuant to the Indenture), by check or
wire transfer.

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

         Unless the Certificate of Authentication hereon has been executed by
the Trustee or an Authenticating Agent under the Indenture referred to on the
reverse hereof by the manual signature of one of its authorized officers, this
Note 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 Note to be signed in
its name by the manual or facsimile signature of its Chief Executive Officer,
its President or one of its Vice Presidents and attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries.

Date:

                                             THE VALSPAR CORPORATION


                                             By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

ATTEST:


------------------------------
Secretary




                                      A-2
<PAGE>

                     Trustee's Certificate of Authentication

         This is one of the Notes described in the Indenture.

Dated:
                                             THE BANK OF NEW YORK TRUST
                                             COMPANY, N.A., as Trustee


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





















                                      A-3
<PAGE>

                                (Reverse of Note)

                             THE VALSPAR CORPORATION

                             o% NOTE DUE [2012/2017]


         1. This Note is one of a duly authorized issue of securities of the
Company designated as its o% Notes due [2012/2017] (the "Notes") limited in
aggregate principal amount to $o issued and to be issued under an Indenture
dated as of April 24, 2002 and a supplemental indenture dated o, 2007 (herein
called the "Indenture"), between the Company and The Bank of New York Trust
Company, N.A., (as successor to 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 thereunder of
the Company, the Trustee and the Holders of the Notes, and the terms upon which
the Notes are, and are to be, authenticated and delivered. The indebtedness of
the Company evidenced by the Notes, including the principal thereof and interest
thereon (including post-default interest).

         2. The Notes are subject to redemption at any time or from time to
time, in whole or in part, at the Company's option at a Redemption Price equal
to the greater of:

                  (i) 100% of the principal amount of the Notes to be redeemed,
         and

                  (ii) as determined by the Quotation Agent, the sum of the
         present values of the remaining scheduled payments of principal and
         interest in respect of the Notes to be redeemed (not including any
         portion of those payments of interest accrued as of the date of
         redemption) discounted to the date of redemption on a semi-annual basis
         (assuming a 360-day year consisting of twelve 30-day months) at the
         Treasury Rate plus o basis points

plus, in each case, accrued interest to the redemption date.

         "Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the remaining
term of the Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

         "Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations, or (iii) if only
one Reference Treasury Dealer Quotation is received, such quotation.

         "Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.


                                      A-4
<PAGE>

         "Reference Treasury Dealer" means (i) Barclays Capital Inc. (or its
affiliates that is a Prime Treasury Dealer) and its successors; provided,
however, that if the foregoing shall cease to be a primary U.S. Government
securities dealer in New York City (a "Primary Treasury Dealer"), the Company
shall substitute therefor another Primary Treasury Dealer, and (ii) any other
Primary Treasury Dealer selected by the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding such redemption date.

         "Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

         Any notice to holders of Notes of a redemption pursuant to this
paragraph 2 hereof will include the appropriate calculation of the redemption
price, but does not need to include the redemption price itself. The actual
redemption price, calculated as described above, will be set forth in an
Officers' Certificate of the Company delivered to the Trustee no later than two
Business Days prior to the redemption date.

         3. Upon the occurrence of a Change of Control Repurchase Event, unless
all Notes have been called for redemption pursuant to paragraph 2 of this Note,
each Holder of the Notes shall have the right to require the Company to
repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in
excess thereof) of such Notes at an offer price in cash equal to 101% of the
aggregate principal amount of such Notes plus accrued and unpaid interest
thereon, if any, to the date of repurchase. "Change of Control Repurchase Event"
means the occurrence of both a Change of Control and a Below Investment Grade
Rating Event, as such terms are defined in the Indenture. The Change of Control
Offer will be made in accordance with the terms specified in the Indenture.

         4. If an Acceleration Event with respect to the Notes shall occur and
be continuing, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Notes may declare the principal of all Notes due and
payable in the manner and with the effect provided in the Indenture. An
"Acceleration Event" is an Event of Default relating to bankruptcy, insolvency,
or reorganization of the Company as more specifically defined by the Indenture.
The Indenture provides that such declaration and its consequences may, in
certain events, be annulled by the Holders of a majority in principal amount of
the Outstanding Notes.

         5. 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 Notes under the Indenture at any time
by the Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified

                                      A-5
<PAGE>

percentages in aggregate principal amount of Notes at the time Outstanding, on
behalf of the Holders of all Notes, 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 Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.

         6. No reference herein to the Indenture and no provisions of this Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, places and rate, and in the coin or currency, herein prescribed.

         7. As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company to be maintained for that
purpose in New York, New York, or at such other office or agency as may be
established by the Company for such purpose pursuant to the Indenture (initially
the principal corporate trust office of the Trustee in New York, New York), duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company, and duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

         8. The Notes are issuable only in fully registered form, without
coupons, in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture, and subject to
certain limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes in authorized denominations, as requested by
the Holder surrendering the same.

         9. 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.

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

         11. Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30- day months. Interest shall be payable to and excluding any
Interest Payment Date.

         12. The Trustee, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it
were not the Trustee.

                                      A-6
<PAGE>

         13. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an Authenticating Agent.

         14. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUT (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

         15. Each Holder of this Note covenants and agrees by such Holder's
acceptance thereof to comply with and be bound by the foregoing provisions.

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



















                                      A-7
<PAGE>

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
                                     |
                                     |
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

______________________________________

______________________________________

______________________________________

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______ _____________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.

Dated: __________________________

Signature: ____________________________

NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
         WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
         WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


Signature Guarantee:

                               SIGNATURE GUARANTEE

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.








                                      A-8
<PAGE>

                                                                      Schedule I

                       SCHEDULE OF TRANSFERS AND EXCHANGES
                       -----------------------------------

         The following increases or decreases in Principal Amount of this Global
Security have been made:

<TABLE>
<CAPTION>
                                                                                                        Signature of
                     Amount of Decrease                                   Principal Amount of            Authorized
                     in Principal Amount      Amount of Increase in       this Global Security          Signatory of
    Date of            of this Global          Principal Amount of           following such              trustee or
   Exchange               Security             this Global Security       Decrease or Increase           Custodian
----------------    ----------------------    -----------------------    -----------------------     -------------------
<S>                 <C>                       <C>                        <C>                         <C>

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

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</TABLE>