ECOLAB INC, S-3/A, 1996-11-15

ECOLAB INC
S-3/A, 1996-11-15
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1996

REGISTRATION NO. 333-14771

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ECOLAB INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE ECOLAB CENTER 41-0231510
(State or other jurisdiction 370 N. Wabasha Street (I.R.S. Employer
of incorporation or St. Paul, Minnesota Identification
organization) 55102-1390 No.)
(612) 293-2233
</TABLE>

(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

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KENNETH A. IVERSON, ESQ.
VICE PRESIDENT AND SECRETARY
Ecolab Inc.
Ecolab Center
370 N. Wabasha Street
St. Paul, Minnesota 55102-1390
(612) 293-2233

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copy to:
PETER C. KRUPP, ESQ.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>

SUBJECT TO COMPLETION, DATED NOVEMBER 15, 1996

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

$200,000,000

[LOGO]

ECOLAB INC.

DEBT SECURITIES

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Ecolab Inc. (the "Company") may offer from time to time its debt securities
consisting of debentures, notes and/or other unsecured evidences of indebtedness
("Debt Securities") at an aggregate initial offering price of not more than
$200,000,000 (or the equivalent in foreign currency or composite currencies).
The Debt Securities may be offered as separate series in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in supplements
to this Prospectus (each a "Prospectus Supplement"). The Company may sell Debt
Securities to or through underwriters to be designated from time to time and may
also sell Debt Securities directly to other purchasers or through agents or
broker dealers. See "Plan of Distribution."

The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, currency or currencies, denomination,
maturity, rate or rates of interest (or the method of calculating the interest
rate), dates for payment of interest, if any, terms for redemption at the option
of the Company or the Holder (as defined under "Certain Definitions" below),
terms for sinking fund payments, if any, the initial public offering price, the
names of any underwriters or agents, the principal amounts, if any, to be
purchased by underwriters, the compensation, if any, of such underwriters or
agents and any other terms in connection with the offering and sale of the Debt
Securities with respect to which this Prospectus is being delivered, are set
forth in the accompanying Prospectus Supplement. The Prospectus Supplement will
also contain information, where applicable, about material United States federal
income tax considerations relating to, and any listing on a securities exchange
of, the Offered Debt Securities (as defined below) covered by such Prospectus
Supplement.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

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The date of this Prospectus is .
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR BY ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR THE PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR
THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF OR
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AT ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THIS PROSPECTUS AND THE PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the
Commission's regional offices located at 1400 Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60601, and Seven World Trade Center, Suite 1300, New
York, New York 10048. The Commission maintains a web site that contains reports,
proxy and information statements and other information. The web site address is
http://www.sec.gov. Copies of such material can be obtained from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the New York Stock Exchange, 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, which may be
inspected without charge at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
copies of which may be obtained from the Commission, at prescribed rates.

Any statements contained herein concerning the provisions of any document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission or incorporated by reference herein are not necessarily complete,
and, in each instance, reference is made to the copy of such document so filed
for a more nearly complete description of the matter involved. Each such
statement is qualified in its entirety by such reference.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed by the Company with the Commission under the
Exchange Act, are incorporated in this Prospectus by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

(2) The Company's Current Report on Form 8-K dated February 24, 1996.

(3) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
the foregoing documents incorporated herein by reference (other than certain
exhibits to such documents). Requests for such documents should be directed to
Ecolab Inc., Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota
55102-1390, Attention: Corporate Secretary (telephone (612) 293-2233).

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THE COMPANY

Ecolab Inc., incorporated in Delaware, is engaged in the development and
marketing of premium products and services for institutional and industrial
markets. The Company provides cleaning, sanitizing, pest elimination, water
treatment and maintenance products, systems and services to a variety of
industries including hotels and restaurants, food service, health care and
educational facilities, commercial and institutional laundries, light industry,
dairy plants and farms, and food and beverage processors. In addition, the
Company and Henkel KGaA of Dusseldorf, Germany, each have a 50% economic
interest in a joint venture (the Henkel-Ecolab Joint Venture) which operates
institutional and industrial cleaning and sanitizing businesses in Europe.

The Company's principal executive offices are located at Ecolab Center, 370
N. Wabasha Street, St. Paul, Minnesota 55102-1390, and its telephone number is
(612) 293-2233.

USE OF PROCEEDS

Except as otherwise set forth in the Prospectus Supplement, the net proceeds
to the Company from the sale of the Debt Securities offered hereby will be added
to the working capital of the Company and will be available for general
corporate purposes.

RATIOS OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for
the Company for the periods indicated.

<TABLE>
<CAPTION>
SIX MONTHS ENDED FISCAL YEAR ENDED DECEMBER 31,
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JUNE 30, 1996 JUNE 30, 1995 1995 1994 1993 1992 1991
- --------------- --------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
5.50 6.13 6.68 5.79 4.02 2.79 2.90
</TABLE>

The ratios of earnings to fixed charges were computed by dividing earnings
before fixed charges by the fixed charges. Earnings consist of income before
income taxes and before equity in earnings of the Henkel-Ecolab Joint Venture,
plus fixed charges. Fixed charges consist of interest expense, plus the
estimated interest portion of rent expense.

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<PAGE>
DESCRIPTION OF DEBT SECURITIES

The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The specific terms of the Debt Securities offered by any Prospectus
Supplement (the "Offered Debt Securities") and the extent, if any, to which such
general provisions may apply to the Debt Securities so offered, will be
described in the Prospectus Supplement relating to such Offered Debt Securities.

The Offered Debt Securities are to be issued in one or more series under an
Indenture dated as of November 1, 1996, as amended and supplemented (the
"Indenture"), between the Company and The First National Bank of Chicago, as
trustee (the "Trustee"). A copy of the Indenture is an exhibit to the
Registration Statement. The following summary of certain provisions of the
Indenture does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all provisions of the Indenture, including
definitions of certain terms contained in the Indenture. Particular sections or
defined terms of the Indenture referred to herein are incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the
meanings given to them in the Indenture. Section numbers set forth below refer
to provisions of the Indenture.

GENERAL

The Debt Securities (and, in the case of Bearer Securities, any Coupons
appertaining thereto) will be unsecured obligations of the Company and will rank
equally and PARI PASSU with all other unsecured and unsubordinated indebtedness
of the Company, PROVIDED that such other unsecured and unsubordinated
indebtedness may contain covenants, events of default or other provisions which
are different from or which are not contained in the Debt Securities.

The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and provides that Debt Securities may
be issued thereunder from time to time in one or more series. (Section 2.3)

Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms thereof: (1) the title of the Offered Debt
Securities; (2) any limit on the aggregate principal amount of the Offered Debt
Securities; (3) the date or dates on which the Offered Debt Securities will be
payable, which date or dates may be fixed or extendible; (4) the rate or rates
per annum, which may be fixed or variable (or the method of calculating such
rate), at which the Offered Debt Securities will bear interest, if any, and the
date from which such interest, if any, will accrue; (5) the times at which any
such interest will be payable; (6) the date, if any, after which and the price
or prices at which such Securities may, pursuant to any optional or mandatory
redemption provisions, be redeemed at the option of the Company or the Holder
and any other terms and provisions of such optional or mandatory redemptions;
(7) the obligation, if any, of the Company to redeem, repay or purchase such
Securities pursuant to any sinking fund (or analogous provision) or at the
option of a Holder thereof and the period or periods within which or the date or
dates on which, the price or prices at which, the currency in which, and the
other terms and conditions upon which, such Securities shall be redeemed, repaid
or purchased, in whole or in part, pursuant to such obligation; (8) if the
Offered Debt Securities are Original Issue Discount Securities, the amount (or
the method of calculating such amount) of principal payable upon acceleration of
such Offered Debt Securities following an Event of Default; (9) whether the
Offered Debt Securities are to be issued as Registered Securities or Bearer
Securities or both and, if Bearer Securities are to be issued, whether Coupons
will be attached thereto, whether Bearer Securities of the series may be
exchanged for Registered Securities having the same terms and the circumstances
under which and the place or places at which any such exchanges, if permitted,
may be made; (10) the coin or currency, which may be a composite currency such
as the ECU, in which payment of the principal of and interest on the Offered
Debt Securities will be made if other than the coin or currency of the United
States; (11) any provisions enabling the Company or Holders of Offered Debt
Securities to elect to make or receive payments of the principal

5
<PAGE>
of or interest on the Offered Debt Securities in a coin or currency other than
that in which the Offered Debt Securities are stated to be payable; (12) the
manner in which the amount of payments of principal of or interest on the
Offered Debt Securities is to be determined if such determination is to be made
with reference to an index; (13) the right of the Company to defease the Offered
Debt Securities or certain covenants under the Indenture; (14) whether the
Offered Debt Securities will be issued in whole or in part in temporary or
permanent global form and, if so, the initial Depositary with respect to such
Global Security; (15) if a temporary Global Security is to be issued with
respect to the Offered Debt Securities, the terms upon which beneficial
interests in such temporary Global Security may be exchanged in whole or in part
for beneficial interests in a definitive Global Security or for individual
Offered Debt Securities of the series and the terms upon which beneficial
interests in a definitive Global Security, if any, may be exchanged for
individual Offered Debt Securities having the same terms; (16) any addition to,
or modification or deletion of, any Event of Default or any covenant specified
in the Indenture with respect to the Offered Debt Securities; (17) the Person to
whom any interest on the Offered Debt Securities is payable, if other than the
registered Holder thereof, or the manner in which any interest is payable on a
Bearer Security if other than upon presentation of the Coupons; (18) whether and
under what circumstances the Company will pay additional interest on the Offered
Debt Securities held by a Non-U.S. Person in respect of any tax assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Offered Debt Securities rather than pay such
additional interest; and (19) any other terms of the Offered Debt Securities.
(Section 2.3)

Unless otherwise indicated in the Prospectus Supplement relating thereto,
principal of and interest on the Registered Securities will be payable, and the
Registered Securities will be exchangeable and transfers thereof will be
registrable, at the Corporate Trust Office of the Trustee in the City and State
of New York or, in the case of Bearer Securities, at the principal London office
of the applicable Trustee; PROVIDED that, at the option of the Company, payment
of any interest may be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register. (Sections 2.3, 2.8 and
3.2)

If Bearer Securities are issued, the special restrictions and
considerations, including special offering restrictions and special federal
income tax considerations, applicable to any such Offered Debt Securities and to
payment on and transfer and exchange of such Offered Debt Securities will be
described in the applicable Prospectus Supplement. No service charge will be
made for any transfer or exchange of the Offered Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. (Section 2.8)

Debt Securities may be sold at a substantial discount below their principal
amount, bearing no interest or interest at a rate which at the time of issuance
is below market rates. Special United States federal income tax considerations
applicable to any such Debt Securities, or to Debt Securities which are
denominated in a currency or currency unit other than United States dollars,
will be set forth in the applicable Prospectus Supplement.

FORM, EXCHANGE AND TRANSFER

Debt Securities of a series may be issuable as individual securities in
registered form without Coupons ("Registered Securities") or in bearer form with
or without Coupons attached ("Bearer Securities") or as one or more global
securities in registered form (each a "Global Security"). Unless otherwise
specified in the applicable Prospectus Supplement, Debt Securities will be
issued only (i) as Registered Securities in denominations of $1,000 and integral
multiples thereof or (ii) as Bearer Securities in denominations of $1,000 or
$5,000 and integral multiples thereof. (Sections 2.3 and 2.7)

At the option of the Holder, subject to the terms of the Indenture and the
limitations applicable to Global Securities, Registered Securities of each
series will be exchangeable for other Registered Securities of the same series
of any authorized denomination and of a like tenor and aggregate principal
amount. (Section 2.8) In addition, if Debt Securities of any series are issuable
as both Registered Securities and as

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<PAGE>
Bearer Securities, at the option of the Holder, subject to the terms of the
Indenture, Bearer Securities (accompanied by all unmatured Coupons, except as
provided below, and all matured Coupons in default) of such series will be
exchangeable for Registered Securities of the same series of any authorized
denominations and of a like tenor and aggregate principal amount. Unless
otherwise indicated in the applicable Prospectus Supplement, any Bearer Security
surrendered in exchange for a Registered Security between a record date or a
special record date for defaulted interest and the relevant date for payment of
interest will be surrendered without the Coupon relating to such date for
payment of interest, and interest will not be payable in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable only to the Holder of such Coupon when due in accordance with the terms
of the Indenture. Bearer Securities will not be issued in exchange for
Registered Securities. (Section 2.8)

Subject to the terms of the Indenture and the limitations applicable to
Global Securities, Debt Securities may be presented for exchange as provided
above, and Registered Securities may be presented for registration of transfer
(duly endorsed or with the form of transfer endorsed thereon duly executed), at
the office of the Security Registrar or at the office of any transfer agent
designated by the Company for such purpose. No service charge will be made for
any registration of transfer or exchange of Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Such transfer or exchange will be
effected upon the Security Registrar or such transfer agent, as the case may be,
being satisfied with the documents of title and identity of the person making
the request. Bearer Securities will be transferable by delivery. Provisions with
respect to the exchange of Bearer Securities will be described in the applicable
Prospectus Supplement. Any transfer agent (in addition to the Security
Registrar) initially designated by the Company for any Debt Securities will be
named in the applicable Prospectus Supplement. The Company may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that the Company will be required to maintain a transfer agent in each
Place of Payment for the Debt Securities of each series. (Sections 2.8 and 3.2)

If the Company redeems, in whole or in part, the Debt Securities of any
series (or of any series and specified tenor), the Company will not be required
to (i) issue, register the transfer of or exchange any Debt Security of that
series (or of that series and specified tenor, as the case may be) during a
period beginning at the opening of business 15 Business Days before the first
publication of the relevant notice of redemption or, if Registered Securities
are Outstanding and there is no publication, the day of mailing of a notice of
redemption or exchange of any such Debt Security selected for redemption and
ending at the close of business on the day of such mailing or (ii) register the
transfer of or exchange any Registered Security so selected for redemption, in
whole or in part, except the unredeemed portion of any such Registered Security
being redeemed in part or (iii) exchange any Bearer Security called for
redemption, except to exchange any Bearer Security for a Registered Security of
that series and of like tenor and principal amount that is immediately
surrendered for redemption. (Section 2.8)

GLOBAL SECURITIES

The Offered Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be issued to and registered
in the name of the depositary (the "Depositary") identified in the Prospectus
Supplement, or its nominee, relating to such Series. Global Securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until a Global Security is exchanged in whole or in part for the
individual Debt Securities represented thereby, such Global Security may not be
transferred except as a whole by the Depositary to its nominee or by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or
by such Depositary or any such nominee to a successor Depositary or nominee of
such successor Depositary. (Section 2.8)

The specific terms of the depositary arrangement with respect to a series of
Offered Debt Securities will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.

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<PAGE>
Upon the issuance of a Global Security, the Depositary or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the individual Debt Securities represented by such Global
Security to the accounts of persons that have accounts with the Depositary. Such
accounts shall be designated by the dealers, underwriters or agents with respect
to such Debt Securities or by the Company if such Debt Securities are offered
and sold directly by the Company. Ownership of beneficial interests in a Global
Security will be limited to persons that have accounts with the Depositary
("Participants") or persons that may hold interests through Participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary or its nominee (with respect to interests of Participants) and
the records of Participants (with respect to interests of persons other than
Participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.

So long as the Depositary or its nominee is the registered owner of a Global
Security, such registered owner will be considered the sole owner or Holder of
the Debt Securities represented by such Global Security for all purposes under
the Indenture. Except as provided below, owners of beneficial interests in a
Global Security will not be entitled to have any of the individual Debt
Securities represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such Debt
Securities in definitive form and will not be considered the owners or Holders
thereof under the Indenture.

Payments of principal of and interest, if any, on Debt Securities
represented by a Global Security registered in the name of the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Debt Securities.
None of the Company, the Trustee, any Paying Agent or the Security Registrar for
such Debt Securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of the Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.

The Company expects the Depositary or its nominee, immediately upon receipt
of any payment of principal or interest in respect of a Global Security, will
credit Participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of the Depositary or its nominee. The Company also
expects that payments by Participants to owners of beneficial interests in such
Global Security held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the sole responsibility of such Participants. The Company
has no control over the practices of the Depositary or the Participants, and
there can be no assurance that these practices will not be changed.

If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as Depositary and a successor Depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of a series represented by one or more Global Securities and, in such
event, will issue individual Debt Securities of such series in exchange for the
Global Security representing such series of Debt Securities. Further, if there
shall have occurred and be continuing an Event of Default, or an event which,
with the giving of notice or lapse of time, or both, would constitute an Event
of Default with respect to any series of Debt Securities represented by a Global
Security, such Global Security shall be exchangeable for individual Debt
Securities of such series. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to a physical delivery of
individual Debt

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<PAGE>
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Debt Securities registered
in its name.

LIMITATIONS ON ISSUANCE OF BEARER SECURITIES

In compliance with United States federal tax laws and regulations, Bearer
Securities may not be offered, sold, resold or delivered in connection with
their original issuance in the United States or to U.S. Persons (each as defined
below) other than to a Qualifying Branch of a United States Financial
Institution (as defined below) or a U.S. Person acquiring Bearer Securities
through a Qualifying Branch of a United States Financial Institution, and any
underwriters, agents and dealers participating in the offering of Debt
Securities must agree that they will not offer any Bearer Securities for sale or
resale in the United States or to U.S. Persons (other than a Qualifying Branch
of a United States Financial Institution or a U.S. Person acquiring Bearer
Securities through a Qualifying Branch of a United States Financial Institution)
nor deliver Bearer Securities within the United States. In addition, any such
underwriters, agents and dealers must agree to send confirmations to each
purchaser of a Bearer Security confirming that such purchaser represents that it
is a Non-U.S. Person or is a Qualifying Branch of a United States Financial
Institution and, if such person is a dealer, that it will send similar
confirmations to purchasers from it. The term "Qualifying Branch of a United
States Financial Institution" means a branch located outside the United States
of a United States securities clearing organization, bank or other financial
institution listed under Treasury Regulation Section 1.165-12(c)(1)(v) that
agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations
thereunder.

Bearer Securities and any Coupons appertaining thereto will bear a legend
substantially to the following effect: "Any U.S. Person who holds this
obligation will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and 1287(a) of the
Internal Revenue Code." (Section 2.1) Under Sections 165(j) and 1287(a) of the
Code, Holders that are U.S. Persons, with certain exceptions, will not be
entitled to deduct any loss on Bearer Securities and must treat as ordinary
income any gain realized on the sale or other disposition (including the receipt
of principal) of Bearer Securities.

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in the applicable Prospectus Supplement, payment
of interest on a Registered Security on any Interest Payment Date will be made
to the Person in whose name such Registered Security (or one or more predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 2.15)

Unless otherwise indicated in the applicable Prospectus Supplement,
principal of and interest on the Registered Securities of a particular series
will be payable at the office of such Paying Agent or Paying Agents as the
Company may designate for such purpose from time to time, except that, at the
option of the Company, payment of any interest may be made by check mailed to
the address of the Person entitled thereto as such address appears in the
Security Register or may be made by wire transfer of immediately available funds
to an account designated by the Holder. Unless otherwise provided in the
applicable Prospectus Supplement, no payment on a Bearer Security will be made
by mail to an address in the United States or by wire transfer to an account
maintained by the Holder thereof in the United States. Unless otherwise
indicated in the applicable Prospectus Supplement, a Paying Agent designated by
the Company and located in the Borough of Manhattan, the City of New York, will
act as Paying Agent for payments with respect to Debt Securities of each series.
All Paying Agents initially designated by the Company for the Debt Securities of
a particular series will be named in the applicable Prospectus Supplement. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that, if the Debt Securities of a series are
issuable only as Registered Securities, the Company will be required to maintain
a

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Paying Agent in each Place of Payment for the Debt Securities of a particular
series and, if Debt Securities of a series include Bearer Securities, the
Company will be required to maintain (i) a Paying Agent in New York, New York,
for payments with respect to any Registered Securities of the series and (ii) a
Paying Agent in a city located outside the United States where Bearer Securities
of such series and any related Coupons may be presented and surrendered for
payment (including any city in which such agency is required to be maintained
under the rules of any stock exchange on which the Debt Securities of such
series are listed). (Section 3.2)

Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and interest, if any, on Bearer Securities will be payable,
subject to any applicable laws and regulations, at the offices of such Paying
Agents outside the United States as the Company may designate from time to time,
or by check or by transfer to an account maintained by the payee outside the
United States. Unless otherwise indicated in the applicable Prospectus
Supplement, any payment of interest on any Bearer Securities will be made only
against surrender of the Coupon relating to such interest installment.

All moneys paid by the Company to a Paying Agent for the payment of the
principal of or interest on any Debt Security which remain unclaimed at the end
of one year after such principal or interest has become due and payable will be
repaid to the Company upon request, and the Holder of such Debt Security or any
Coupon thereafter may look only to the Company for payment thereof. (Section
10.4)

RESTRICTED AND UNRESTRICTED SUBSIDIARIES

Certain of the restrictive provisions of the Indenture are applicable to the
Company and its Restricted Subsidiaries and do not apply to Unrestricted
Subsidiaries. The assets and liabilities of Unrestricted Subsidiaries are not
consolidated with those of the Company and its Restricted Subsidiaries in
calculating Consolidated Net Tangible Assets under the Indenture.

"Unrestricted Subsidiaries" are defined as (1) any Subsidiary substantially
all of whose physical properties are located, or substantially all of whose
business is carried on, outside the United States and Canada, (2) any finance
Subsidiary and (3) any Subsidiary of an Unrestricted Subsidiary. In addition,
the Board of Directors may designate any other Subsidiary of the Company
(including any newly acquired or newly formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any capital stock of, or owns or holds
any mortgage on any Operating Property (as defined under "Certain Definitions"
below) of, the Company or any Restricted Subsidiary of the Company; PROVIDED
that the Subsidiary to be so designated has total assets at the time of such
designation of $5 million or less. "Restricted Subsidiaries" are all
Subsidiaries other than Unrestricted Subsidiaries. The term "Subsidiary" means
any corporation of which the Company directly or indirectly owns or controls
stock which under ordinary circumstances (not dependent upon the happening of a
contingency) has the voting power to elect a majority of the Board of Directors
of such corporation. (Section 1.1)

Neither the Company nor any Restricted Subsidiary may transfer an Operating
Property or shares of stock or Debt (as defined below) of a Restricted
Subsidiary to an Unrestricted Subsidiary. (Section 3.9)

An Unrestricted Subsidiary may not be designated a Restricted Subsidiary
unless, after giving effect thereto, the aggregate amount of all Debt of the
Company and its Restricted Subsidiaries secured by mortgages (as defined below)
which would otherwise be subject to the restrictions described under "Certain
Covenants of the Company--Restrictions on Liens" and the Attributable Debt (as
defined under "Certain Definitions" below) in respect of all Sale and Leaseback
Transactions pursuant to clause (2) under "Certain Covenants of the
Company--Restrictions on Sale and Leaseback Transactions") in existence at such
time does not at the time exceed 15% of Consolidated Net Tangible Assets (as
defined under "Certain Definitions" below). (Section 3.10)

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CERTAIN COVENANTS OF THE COMPANY

RESTRICTIONS ON LIENS. Unless otherwise provided in the Prospectus
Supplement with respect to any series of Debt Securities, the Indenture provides
that the Company will not, and will not permit any Restricted Subsidiary to,
issue, assume or guarantee any indebtedness for money borrowed (herein referred
to as "Debt") if such Debt is secured by any mortgage, security interest,
pledge, lien or other encumbrance (herein referred to as a "mortgage") upon any
Operating Property of the Company or any Restricted Subsidiary or any shares of
stock or Debt of any Restricted Subsidiary, whether owned at the date of the
Indenture or thereafter acquired, without effectively securing the Debt
Securities equally and ratably with such Debt for at least the period such other
Debt is so secured unless, after giving effect thereto, the aggregate amount of
all Debt so secured (not including Debt permitted in clauses (1) through (7) in
the following sentence), together with all Attributable Debt in respect of Sale
and Leaseback Transactions involving Operating Properties pursuant to clause (2)
under "Certain Covenants of the Company--Restrictions on Sale and Leaseback
Transactions" in existence at such time would not exceed 15% of the Consolidated
Net Tangible Assets of the Company. The foregoing restriction does not apply to,
and therefore shall be excluded in computing secured Debt for the purpose of
such restriction, Debt secured by (1) mortgages on Operating Property, shares of
stock or Debt of any entity existing at the time such entity becomes a
Restricted Subsidiary, PROVIDED that such mortgages are not incurred in
anticipation of such entity's becoming a Restricted Subsidiary; (2) mortgages on
Operating Property, shares of stock or Debt existing at the time of acquisition
thereof by the Company or a Restricted Subsidiary or mortgages thereon to secure
the payment of all or any part of the purchase price thereof, or mortgages on
Operating Property, shares of stock or Debt to secure any Debt incurred prior
to, at the time of, or within 180 days after, the latest of the acquisition
thereof or, in the case of Operating Property, the completion of construction,
the completion of improvements or the commencement of substantial commercial
operation of such Operating Property for the purpose of financing all or any
part of the purchase price thereof, such construction or the making of such
improvements; (3) mortgages to secure Debt owing to the Company or to a
Restricted Subsidiary; (4) mortgages on Operating Property, shares of stock or
Debt existing at the date of the initial issuance of Debt Securities of such
series then outstanding; (5) mortgages on Operating Property, shares of stock or
Debt of a Person existing at the time such Person is merged into or consolidated
with the Company or a Restricted Subsidiary or at the time of a sale, lease or
other disposition of the properties of a Person as an entirety or substantially
as an entirety to the Company or a Restricted Subsidiary, PROVIDED that such
mortgage was not incurred in anticipation of such merger or consolidation or
sale, lease or other disposition; (6) mortgages on Operating Property, shares of
stock or Debt in favor of the United States or any state, territory or
possession thereof (or the District of Columbia), or any department, agency,
instrumentality or political subdivision of the United States or any state,
territory or possession thereof (or the District of Columbia), to secure
partial, progress, advance or other payments pursuant to any contract or statute
or to secure any Debt incurred for the purpose of financing all or any part of
the purchase price or the cost of constructing or improving the Operating
Property subject to such mortgages; or (7) extensions, renewals or replacements
of any mortgage referred to in the foregoing clauses (1) through (6), PROVIDED,
HOWEVER, that the principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension, renewal or
replacement. (Section 3.7)

RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. Unless otherwise provided
in the Prospectus Supplement with respect to any series of Debt Securities, Sale
and Leaseback Transactions by the Company or any Restricted Subsidiary with a
third party of any Operating Property are prohibited (except for temporary
leases for a term, including renewals, of not more than 60 months and except for
leases between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries) unless the net proceeds of such Sale and Leaseback Transactions
are at least equal to the fair market value (as determined in good faith by the
Board of Directors of the Company) of the Operating Property to be leased and
either (1) the Company or such Restricted Subsidiary would (at the time of
entering into such arrangement) be entitled, as described in clauses (1) through
(7) of the paragraph under the caption "--Restrictions on Liens"

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herein, without equally and ratably securing the Debt Securities, to issue,
assume or guarantee Debt secured by a mortgage on such Operating Property, (2)
the Attributable Debt of the Company and its Restricted Subsidiaries in respect
of such Sale and Leaseback Transactions (other than such Sale and Leaseback
Transactions as are referred to in clause (1) or (3) of this paragraph), plus
the aggregate principal amount of Debt secured by mortgages on Operating
Properties then outstanding (excluding any such Debt secured by mortgages
described in clauses (1) through (7) of the paragraph under the caption
"--Restrictions on Liens" herein) which do not equally and ratably secure the
Debt Securities, would not exceed 15% of Consolidated Net Tangible Assets of the
Company or (3) the Company, within 180 days after the sale or transfer, applies
or causes a Restricted Subsidiary to apply an amount equal to the greater of the
net proceeds of such sale or transfer or fair market value of the Operating
Property (as determined in good faith by the Board of Directors of the Company)
so sold and leased back at the time of entering into such Sale and Leaseback
Transaction to (a) retire (other than any mandatory retirement, mandatory
repayment or sinking fund payment or by payment at maturity) Debt Securities or
other Debt of the Company or a Restricted Subsidiary (other than Debt
subordinated to the Debt Securities) having a Stated Maturity more than 12
months from the date of such application or which is extendible at the option of
the obligor thereon to a date more than 12 months from the date of such
application or (b) purchase, construct or develop one or more Operating
Properties (other than that involved in such Sale and Leaseback Transaction);
PROVIDED that the amount to be so applied pursuant to clause (3) will be reduced
by the principal amount of Debt Securities delivered within 180 days after such
sale or transfer to the Trustee for retirement and cancellation. (Section 3.8)

CERTAIN DEFINITIONS

"Attributable Debt" in respect of a Sale and Leaseback Transaction means, as
of any particular time, the present value (discounted at the rate of interest
implicit in the terms of the lease involved in the Sale and Leaseback
Transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates and similar charges or any amounts required to
be paid by such lessee thereunder contingent upon monetary inflation or the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges) during the remaining term of such lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended). (Section 1.1)

"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) of the Company
and its Restricted Subsidiaries after deducting therefrom (a) all goodwill,
tradenames, trademarks, patents, unamortized debt discount and expense and other
like intangibles and (b) all current liabilities (excluding any current
liabilities for money borrowed having a maturity of less than 12 months but by
its terms being renewable or extendible beyond 12 months from such date at the
option of the borrower), all as reflected in the Company's latest audited
consolidated balance sheet contained in the Company's most recent annual report
to its stockholders prior to the time as of which "Consolidated Net Tangible
Assets" shall be determined. For purposes of this definition, the Company's
investment (excluding the goodwill portion thereof) in the Henkel-Ecolab Joint
Venture, which is not a Subsidiary of the Company, shall be deemed to be an
asset of the Company. (Section 1.1)

"Holder" means (a) a Person in whose name a Debt Security is registered in
the Security Register and (b) in the case of any Bearer Security, the bearer of
such Debt Security and, when used with any Coupon, means the bearer thereof.
(Section 1.1)

"Operating Property" means any manufacturing or processing plant, warehouse
or distribution center, together with the land upon which it is situated,
located within the United States or in Canada and owned and operated now or
hereafter by the Company or any Restricted Subsidiary and having a net book
value on the date as of which the determination is being made of more than 1.0%
of Consolidated Net Tangible

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Assets other than property which, in the opinion of the Board of Directors of
the Company, is not of material importance to the total business conducted by
the Company and its Restricted Subsidiaries taken as a whole. (Section 1.1)

"principal" of a Security means principal amount of, and, unless the context
indicates otherwise, includes any premium payable on the Security. (Section 1.1)

"United States" means the United States of America (any state thereof and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (including the Commonwealth of Puerto Rico).
(Section 1.1)

"U.S. Person" means a citizen or resident of the United States, a
corporation, partnership, joint venture, limited liability company, association,
joint-stock company, unincorporated organization or other entity or government
or any agency or political subdivision thereof created or organized in or under
the United States, or an estate or trust, the income of which is subject to
United States federal income taxation regardless of its source. (Section 1.1)

Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any particular provisions relating to such Offered
Debt Securities, including any additional restrictive covenants that may be
included in the terms thereof.

Unless otherwise indicated in a Prospectus Supplement, the covenants
described above and in the Offered Debt Securities would not necessarily afford
Holders of the Offered Debt Securities protection in the event of a highly
leveraged transaction involving the Company, such as a leveraged buyout.

MERGER AND CONSOLIDATION

The Indenture provides that the Company may, without the consent of the
Holders of the Debt Securities, consolidate with or merge into any other
corporation, or sell or convey all or substantially all its properties and
assets as an entirety to any Person, PROVIDED that in any such case (1) the
successor corporation, if other than the Company, shall be a domestic
corporation and such corporation shall assume by supplemental indenture the
Company's obligations under the Indenture and the Debt Securities and any
Coupons issued thereunder and (2) immediately after 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 occurred and be continuing. Upon
compliance with these provisions by a successor corporation in connection with a
consolidation with or merger of the Company into, or conveyance, transfer or
lease to, such successor corporation, the Company (except in the case of a
lease) would be relieved of its obligations under the Indenture and the Debt
Securities. Notwithstanding the foregoing clause (2), the Company may merge or
consolidate any Restricted Subsidiary into or with the Company or any other
direct or indirect wholly-owned Restricted Subsidiary of the Company. (Sections
9.1 and 9.2)

EVENTS OF DEFAULT

The Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events: (1) default for 30 days in
any payment of interest on such series or of any related Coupon when due; (2)
default in any payment of principal of such series when due either at maturity,
upon redemption, by declaration or otherwise (except a failure to make payment
resulting from mistake, oversight or transfer difficulties not continuing for
more than three (3) Business Days beyond the date on which such payment is due);
(3) default in the payment of any sinking fund installment with respect to such
series when due either at maturity, upon redemption, by declaration or otherwise
(except a failure to make payment resulting from mistake, oversight or transfer
difficulties not continuing for more than three (3) Business Days beyond the
date on which such payment is due); (4) default for 90 days after appropriate
notice in performance of any other covenant or warranty in the Indenture (other
than a covenant or warranty included in the Indenture solely for the benefit of
any series of Debt Securities other

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<PAGE>

than that series); (5) certain events in bankruptcy, insolvency or
reorganization; or (6) any other Event of Default provided with respect to Debt
Securities of that series. In case an Event of Default shall occur and be
continuing with respect to any series of Debt Securities, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare the principal of and interest on such
series (or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal as may be specified in the terms of
that series) to be immediately due and payable PROVIDED, HOWEVER, that with
respect to Events of Default with respect to clauses (4) and (6) involving all
series of Outstanding Debt Securities, only the Trustee or the Holders of not
less than 25% of all such series voting as a single class may declare the
principal of and interest on such Debt Securities immediately due and payable.
Any Event of Default with respect to a particular series of Debt Securities may
be waived by the Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of such series, except in each case a failure to pay
principal of or interest or any sinking fund installment on such Debt Security
or in respect of a provision which under the Indenture cannot be modified
without the consent of the Holder of each Outstanding Debt Security of the
series affected. (Sections 5.1 and 5.2)

Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to acceleration of the maturity of a portion of
the principal amount of such Original Issue Discount Securities upon the
occurrence of an Event of Default and the continuation thereof.

The Indenture requires the Company to file annually with the Trustee an
Officers' Certificate as to the absence of certain defaults under the terms of
the Indenture. (Section 3.5) The Indenture provides that the Trustee will,
within 90 days after the occurrence of a default in respect of the Debt
Securities of any series, transmit by mail (or give by publication for Bearer
Securities) to all Holders of Debt Securities and Coupons of such series notice
of any default known to the Trustee, unless such default shall have been cured
or waived; PROVIDED that the Trustee may withhold notice to the Holders of Debt
Securities and Coupons of such series of any default (except in payment of
principal or interest or any sinking fund installment) if it considers it in the
interest of the Holders of Debt Securities and Coupons of such series to do so.
(Section 5.14)

Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing, the
Indenture provides that the Trustee shall be, under no obligation to exercise
any of its rights or powers under the Indenture at the request or direction of
the Holders of the Debt Securities and Coupons of such series unless such
Holders shall have offered to the Trustee reasonable indemnity. (Sections 6.1
and 6.2) Subject to such provisions for indemnification and certain other rights
of the Trustee, the Indenture provides that the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series
affected 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 Debt Securities of such
series. However, the Indenture provides that the Trustee need not take any
action which would be unduly prejudicial to the Holders not joining such
direction. (Sections 5.12)

No Holder of any Debt Security or any Coupon of any series thereunder will
have any right to institute any proceeding with respect to the Indenture or for
any remedy thereunder, unless (1) such Holder shall have previously given to the
Trustee written notice of a continuing Event of Default with respect to Debt
Securities of that series, (2) the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as Trustee, (3) the Trustee shall not have received
from the Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities of that series a direction inconsistent with such request within
60 days of such notice, request and offer of indemnity and (4) the Trustee shall
have failed to institute such proceeding within that 60-day period. (Section
5.8) However, the Holder of any Debt Security will have an absolute right to
receive payment of the principal of and interest

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on such Debt Security on or after the due dates expressed in such Debt Security
and to institute suit for the enforcement of any such payment. (Section 5.9)

MODIFICATION AND WAIVER

Modification and amendments of the Indenture or any supplemental indenture
or the rights of the Holders of such Debt Securities may be made by the Company
and the Trustee with the consent of the Holders of at least a majority of the
principal amount of the Outstanding Debt Securities of each series affected by
such modifications or amendments; PROVIDED, HOWEVER, that no such modification
or amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (1) change the Stated Maturity of the principal of,
or any installment of interest payable on, any Debt Security; (2) reduce the
principal amount of, the rate of interest on, or any premium payable on
redemption of any Debt Security, or reduce the amount of principal of an
Original Issue Discount Security that would be due and payable upon
acceleration; (3) change the place or currency of payment of principal of or
interest on any Debt Security; (4) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security after the
Stated Maturity thereof; (5) limit the Company's obligation to maintain a Paying
Agent outside the United States for Bearer Securities; (6) limit the obligation
of the Company to redeem certain Bearer Securities if certain events occur
involving United States information reporting requirements; or (7) reduce the
percentage in principal amount of Outstanding Debt Securities of any series, the
consent of whose Holders is required for modification or amendment of the
Indenture, for waiver of compliance with certain provisions of the Indenture or
for waiver of certain defaults. (Section 8.2)

Unless otherwise provided in the Prospectus Supplement, the Holders of at
least a majority of the principal amount of the Outstanding Debt Securities of
any series may on behalf of the Holders of all Debt Securities of that series
waive, insofar as that series is concerned, compliance by the Company with
certain restrictive provisions of the Indenture. (Section 3.12)

The Indenture also permits the Company and the Trustee to amend the
Indenture in certain circumstances without the consent of the Holders of Debt
Securities to evidence the merger of the Company or the replacement of the
Trustee and for certain other purposes.

DEFEASANCE OF DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES

The Indenture provides that the Company may defease and be discharged from
any and all obligations (except as otherwise described in (a) below) with
respect to the Debt Securities of any series which have not already been
delivered to the Trustee for cancellation and which have either become due and
payable or are by their terms due and payable within one year (or scheduled for
redemption within one year) by irrevocably depositing with the Trustee, as trust
funds, money or, in the case of Debt Securities payable only in U.S. dollars,
U.S. Government Obligations (as defined) which through the payment of principal
and interest in accordance with their terms will provide money, in an amount
certified to be sufficient to pay at maturity (or upon redemption) the principal
of and interest on such Debt Securities.

In addition, the Indenture provides that with respect to each series of Debt
Securities, the Company may elect either (a) to defease and be discharged from
any and all obligations with respect to the Debt Securities of such series
(except for the obligations to register the transfer or exchange of the Debt
Securities of such series and of Coupons appertaining thereto, to replace
temporary or mutilated, destroyed, lost or stolen Debt Securities of such series
and of Coupons appertaining thereto, to maintain an office or agency in respect
of the Debt Securities of such series and to hold moneys for payment in trust)
or (b) to be released from the restrictions described under "Certain Covenants
of the Company" and "Merger and Consolidation" and to the extent specified in
connection with the issuance of such series of Debt Securities, other covenants
applicable to such series of Debt Securities ("covenant defeasance"), upon the
deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money or, in

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<PAGE>

the case of Debt Securities payable only in U.S. dollars, U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money, in an amount certified to be sufficient to
pay at maturity (or upon redemption) the principal of and interest on the Debt
Securities of such series. Such a trust may only be established if, among other
things, the Company has delivered to the Trustee an opinion of counsel (as
specified in the Indenture) to the effect that the Holders of the Debt
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. Such opinion,
in the case of a defeasance under clause (a) above, must refer to and be based
upon a ruling of the Internal Revenue Service or a change in applicable federal
income tax law occurring after the date of such Indenture. (Sections 10.1 and
10.2)

The foregoing provisions relating to defeasance may be modified in
connection with the issuance of any series of Debt Securities, and any such
modification will be described in the applicable Prospectus Supplement.

NOTICES

Unless otherwise provided in the applicable Prospectus Supplement, any
notice required to be given to a Holder of a Debt Security of any series that is
a Registered Security will be mailed to the last address of such Holder set
forth in the applicable Security Register. Any notice required to be given to a
Holder of a Debt Security that is a Bearer Security will be published in a daily
morning newspaper of general circulation in the city or cities specified in the
Prospects Supplement relating to such Bearer Security. (Section 11.4)

GOVERNING LAW

The Indenture, the Debt Securities and any related Coupons will be governed
by, and construed in accordance with, the laws of the State of New York.
(Section 11.8)

CONCERNING THE TRUSTEE

The First National Bank of Chicago is the Trustee under the Indenture. In
the ordinary course of its business, affiliates of the Trustee have engaged and
may in the future engage in commercial banking transactions with the Company and
its affiliates.

PLAN OF DISTRIBUTION

The Company may sell Securities (i) to or through underwriters or dealers;
(ii) directly to one or more other purchasers; (iii) through agents; or (iv)
through a combination of any such methods of sale.

Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the offer
or sale of any Debt Securities will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement relating
to such Debt Securities. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment. Agents may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company in
the ordinary course of business.

If any underwriters are utilized in the sale of any Debt Securities, the
Company will enter into an underwriting agreement with such underwriters at the
time of sale to them and the names of the underwriters and the terms of the
transaction will be set forth in the Prospectus Supplement relating to

16
<PAGE>
such Debt Securities, which will be used by the underwriters to make resales of
such Debt Securities. Any underwriters will acquire Debt Securities for their
own account and may resell such Debt Securities from time to time in one or more
transactions, including negotiated transactions, at fixed public offering prices
or at varying prices determined at the time of sale. Debt Securities may be
offered to the public either through underwriting syndicates represented by
managing underwriters, or directly by the managing underwriters. Only
underwriters named in the Prospectus Supplement are deemed to be underwriters in
connection with the Debt Securities offered thereby. If any underwriters are
utilized in the sale of the Debt Securities, the underwriting agreement will
provide that the obligations of the underwriters are subject to certain
conditions precedent and that the underwriters with respect to a sale of Debt
Securities will be obligated to purchase all such Debt Securities, if any are
purchased. The underwriters may be entitled, under the relevant underwriting
agreement, to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, and may be customers of, engage
in transactions with or perform services for the Company in the ordinary course
of business.

If a dealer is utilized in the sale of any Debt Securities, the Company will
sell such Debt Securities to the dealer, as principal. The dealer may then
resell such Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale. Dealers may be entitled under agreements
which may be entered into with the Company to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.

The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters and agents that participate in the distribution of Debt Securities
may be deemed to be underwriters, and any discounts or commissions received by
them from the Company and any profit on the resale of Debt Securities by them
may be deemed to be underwriting discounts and commissions, under the Securities
Act. Any such compensation received by such underwriters or agents from the
Company will be described in the Prospectus Supplement. Underwriters may sell
Debt Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent. The
Company may also offer and sell Debt Securities in exchange for other
outstanding Debt.

If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as agents of the Company to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
delayed delivery contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Institutions with which
such Contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such Contract will not
be subject to any conditions except that (i) the purchase of the Offered Debt
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (ii) the Company shall have
sold, and delivery shall have taken place, to the underwriters named in the
Prospectus Supplement, such part of the Debt Securities as is to be sold to
them. The dealers and such other persons will not have any responsibility in
respect of the validity or performance of such Contracts.

The Debt Securities will be a new issue of securities with no established
trading market. Any underwriters or agents to or through whom Debt Securities
are sold by the Company for public offering and sale may make a market in such
Debt Securities, but such underwriters and agents will not be

17
<PAGE>
obligated to do so and may discontinue any market-making at any time without
notice. No assurance can be given as to the liquidity of the trading market for
any Debt Securities.

Debt Securities denominated or payable in foreign currencies may entail
significant risks. These risks include, without limitation, the possibility of
significant fluctuations in foreign currency exchange rates. These risks may
vary depending upon the currency or currencies involved. These risks will be
more fully described in the Prospectus Supplement relating thereto.

VALIDITY OF DEBT SECURITIES

The validity of the Debt Securities offered hereby is being passed upon for
the Company by Skadden, Arps, Slate, Meagher & Flom (Illinois).

EXPERTS

The consolidated financial statements and related supplemental financial
statement schedule of the Company, which are included or incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, and incorporated herein and in the Registration Statement by
reference, have been audited by Coopers & Lybrand L.L.P., independent
accountants. Such financial statements and financial statement schedule are
incorporated herein and in the Registration Statement by reference in reliance
upon the reports of Coopers & Lybrand L.L.P. given upon the authority of that
firm as experts in accounting and auditing. To the extent that Coopers & Lybrand
L.L.P. audits and reports on the financial statements and related supplemental
financial statement schedule of the Company issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference in this Prospectus in reliance upon their reports and
said authority.

With respect to unaudited interim financial information incorporated herein
and in the Registration Statement by reference, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for review of such information. However, their separate
reports, incorporated herein and in the Registration Statement by reference,
state that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. The accountants are not subject to the liability
provisions of Section 11 of the Securities Act for their reports on the
unaudited interim financial information because such reports are not a "report"
or a "part" of the Registration Statement prepared or certified by the
accountants within the meanings of Sections 7 and 11 of the Securities Act.

In addition, the combined financial statements and financial statement
schedule of the Henkel-Ecolab Joint Venture, which are included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, and
incorporated herein and in the Registration Statement by reference, have been
audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, independent
accountants. Such combined financial statements and financial statement schedule
are incorporated herein and in the Registration Statement by reference in
reliance upon the reports of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft given upon the authority of that firm as experts in
accounting and auditing. To the extent that KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft audits and reports on the financial statements of the
Henkel-Ecolab Joint Venture issued at future dates, and consents to the use of
their reports thereon, such financial statements also will be incorporated by
reference in this Prospectus in reliance upon their reports and said authority.

18
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
discounts and commissions) expected to be incurred in connection with the
offerings described in this Registration Statement. All amounts are estimated
except the registration fee.

<TABLE>
<S> <C>
Registration fee................................................. 60,606
*Printing costs for registration statement, prospectus and related
documents....................................................... 18,000
*Accounting fees and expenses..................................... 35,000
*Legal fees and expenses.......................................... 125,000
*Blue sky fees and expenses....................................... 10,000
*Trustee's fees and expenses...................................... 10,000
*Rating Agency Fee................................................ 100,000
*Miscellaneous.................................................... 1,394
---------
Total......................................................... $ 360,000
---------
---------
</TABLE>

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

* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the General Corporation Law of Delaware
(the "DGCL") empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as director, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

Subsection (b) of Section 145 of the DGCL empowers a Delaware corporation to
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that, despite the
adjudication of liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that, to the extent a director or officer of a corporation has
been successful in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection therewith and that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled. Section 145 also
empowers that corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation

II-1
<PAGE>
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145, including liabilities under the Securities Act.

Article V of the Company's Bylaws, as amended through December 18, 1995,
provides for indemnification of the Company's officers and directors to the full
extent allowed by Delaware law.

In addition, Article IV of the Company's Restated Certificate of
Incorporation provides that the Company's directors do not have personal
liability to the Company or its stockholders for monetary damages for any breach
of their fiduciary duty as directors, except for (i) a breach of the duty of
loyalty, (ii) acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law, (iii) willful or negligent
violations of certain provisions under the DGCL imposing certain requirements
with respect to stock repurchases, redemptions and dividends or (iv) any
transaction from which the director derived an improper personal benefit.
Subject to these exceptions, under Article IV, directors do not have any
personal liability to the Company or its stockholders for any violation of their
fiduciary duty.

The Company has directors and officers liability insurance which protects
each director or officer from certain claims and suits, including stockholder
derivative suits, even where the director may be determined not to be entitled
to indemnification under the DGCL and claims and suits arising under the
Securities Act. The policy may also afford coverage under circumstances where
the facts do not justify a finding that the director or officer acted in good
faith and in a manner that was in or not opposed to the best interests of the
Company.

The Company has entered into indemnification agreements with each of its
directors (the "Indemnification Agreements"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law"
and for the prompt advancement of expenses, including attorneys' fees and other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness or participating in (including on
appeal) any threatened, pending or completed action, suit or proceeding related
to the fact that such director is or was a director, officer, employee, trustee,
agent or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity. The Indemnification Agreements further provide that the Company has
the burden of proving that a director is not entitled to indemnification in any
particular case.

The foregoing represents a summary of the general effect of the DGCL, the
Company's Bylaws and Restated Certificate of Incorporation, the Company's
directors and officers liability insurance coverage and the Indemnification
Agreements for purposes of general description only.

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement.

4.1 Indenture dated as of November 1, 1996, between the Company and The First
National Bank of Chicago, as Trustee.

5 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois) regarding the
legality of the Debt Securities being offered.

12 *Computation of Ratio of Earnings to Fixed Charges.

15 *Letter from Coopers & Lybrand L.L.P. regarding the unaudited interim
financial information.
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S>
23.1 *Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5).

23.3 *Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft.

24 *Powers of Attorney.

25 Statement of Eligibility of Trustee on Form T-l.
</TABLE>

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

*Previously filed.

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports that are filed by the registrant
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Ecolab Inc.
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Paul, State of Minnesota, on this 13th day
of November, 1996.

ECOLAB INC.

By: /s/ ALLAN L. SCHUMAN
-----------------------------------------
Allan L. Schuman
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

President and Chief
/s/ ALLAN L. SCHUMAN Executive Officer
- ------------------------------ (Principal Executive November 13, 1996
Allan L. Schuman Officer and Director)

Chairman of the Board,
/s/ MICHAEL E. SHANNON Chief Financial and
- ------------------------------ Administrative Officer November 13, 1996
Michael E. Shannon (Principal Financial
Officer and Director)

/s/ ARTHUR E. HENNINGSEN,
JR. Senior Vice President and
- ------------------------------ Controller (Principal November 13, 1996
Arthur E. Henningsen, Jr. Accounting Officer)

/s/ KENNETH A. IVERSON
- ------------------------------
Kenneth A. Iverson,
as attorney-in-fact for
Ruth S. Block, Russell G.
Cleary,
James J. Howard, Joel W.
Johnson, Directors November 13, 1996
Jerry W. Levin, Reuben F.
Richards,
Richard L. Schall, Roland
Schulz,
Philip L. Smith, Hugo
Uyterhoeven
and Albrecht Woeste

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------
<C> <S> <C>
1 Form of Underwriting Agreement.

4.1 Indenture dated as of November 1, 1996, between the Company and The First
National Bank of Chicago, as Trustee.

5 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois) regarding the
legality of the Debt Securities being offered.

12 *Computation of Ratio of Earnings to Fixed Charges.

15 *Letter from Coopers & Lybrand L.L.P. regarding the unaudited interim
financial information.

23.1 *Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in
Exhibit 5).

23.3 *Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft.

24 *Powers of Attorney.

25 Statement of Eligibility of Trustee on Form T-l.
</TABLE>

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

*Previously filed.

<PAGE>

EXHIBIT 1

ECOLAB INC.

DEBT SECURITIES
UNDERWRITING AGREEMENT

_______, 199_

To the several Underwriters named
in the respective Terms Agreements
hereinafter described

Dear Ladies and Gentlemen:

Ecolab Inc., a Delaware corporation ("ECOLAB" or the "COMPANY"),
proposes to issue and sell its senior unsecured debt securities (the "DEBT
SECURITIES") in one or more offerings on the terms and conditions determined at
the time of sale to the underwriters named in Annex I hereto (the "UNDERWRITERS"
or "YOU"), for whom you (the "REPRESENTATIVE" or "YOU") are acting as
representative. The Debt Securities will be issued pursuant to an indenture
dated as of November 1, 1996 (the "INDENTURE") between the Company and The First
National Bank of Chicago, as trustee (the "TRUSTEE").

From time to time, the Company may enter into one or more terms
agreements in the form set forth in Annex I hereto (each a "TERMS AGREEMENT")
that provide for the sale of such designated Debt Securities to, and the
purchase and offering thereof by, the Underwriters named therein which terms
will include the underwriter or underwriters named therein, whether acting alone
in the sale of Debt Securities or as members of an underwriting syndicate, and
the provisions set forth herein (except for provisions which relate to
securities other than Debt Securities designated in the applicable Terms
Agreement) will be incorporated by reference in any such Terms Agreement. The
applicable Terms Agreement, including the provisions incorporated therein by
reference, is herein referred to as this "AGREEMENT."

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY. The Company
represents, warrants and agrees that:

<PAGE>

(a) A registration statement on Form S-3 (No. ________),
including a prospectus relating to the Debt Securities of the Company for the
registration of such securities under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), has (i) been prepared by the Company in material
conformity with the requirements of the Securities Act and the rules and
regulations thereunder (the "RULES AND REGULATIONS") of the United States
Securities and Exchange Commission (the "COMMISSION"), (ii) been filed with the
Commission under the Securities Act and (iii) become effective under the
Securities Act; and the Indenture has been qualified under the Trust Indenture
Act of 1939, as amended (the "TRUST INDENTURE ACT"). Copies of such registration
statement and any amendments thereto have been delivered by the Company to you.
As used in this Agreement, "EFFECTIVE DATE" means the date and the time as of
which such registration statement, or the most recent post-effective amendment
thereto, if any, was declared effective by the Commission; "REGISTRATION
STATEMENT" means the registration statement as amended to the date of this
Agreement, including all documents incorporated or deemed incorporated by
reference therein and the exhibits thereto; "BASIC PROSPECTUS" means the
prospectus included in the Registration Statement; "PRELIMINARY PROSPECTUS"
means any preliminary form of Prospectus (as defined herein) specifically
relating to designated Debt Securities, in the form first filed with, or
transmitted for filing to, the Commission pursuant to Rule 424 of the Rules and
Regulations; "PROSPECTUS SUPPLEMENT" means any prospectus supplement
specifically relating to designated Debt Securities, in the form first filed
with, or transmitted for filing to, the Commission pursuant to Rule 424 under
the Securities Act; "PROSPECTUS" means the Basic Prospectus together with the
Prospectus Supplement, except that if such Basic Prospectus is amended or
supplemented on or prior to the date on which the Prospectus Supplement was
first filed pursuant to Rule 424, the term "Prospectus" will refer to the Basic
Prospectus as so amended or supplemented and as supplemented by the Prospectus
Supplement; "BASIC PROSPECTUS," "PROSPECTUS", "PRELIMINARY PROSPECTUS" and
"PROSPECTUS SUPPLEMENT" include in each case the documents, if any, filed by the
Company with the Commission pursuant to the United States Securities Exchange
Act of 1934, as amended (the "EXCHANGE ACT"), and incorporated by reference
therein; and "SUPPLEMENT" and "AMENDMENT" will be deemed to refer to and include

2
<PAGE>

any documents incorporated by reference pursuant to Item 12 of Form S-3 under
the Securities Act that are filed subsequent to the date of the Basic Prospectus
by the Company with the Commission pursuant to the Exchange Act. Any reference
to any amendment to the Registration Statement will be deemed to include any
annual report of the Company filed with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act after the Effective Date that is incorporated by
reference in the Registration Statement.

(b) The Registration Statement conforms in all material
respects, and the Prospectus and any further amendments or supplements to the
Registration Statement or the Prospectus will, when they become effective or are
filed with the Commission, as the case may be, conform in all material respects,
to the requirements of the Securities Act and the Rules and Regulations
thereunder and do not and will not, as of the applicable Effective Date (as to
the Registration Statement and any amendment thereto) and as of the applicable
filing date (as to the Prospectus and any amendment or supplement thereto),
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein (in
the case of the Prospectus, in light of the circumstances in which they were
made) not misleading; PROVIDED, HOWEVER, that no representation or warranty is
made as to (i) that part of the Registration Statement which will
constitute the Statement of Eligibility on Form T-1 ("FORM T-1") under the Trust
Indenture Act of the Trustee and (ii) information contained in or omitted from
the Registration Statement or the Prospectus in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any
Underwriter specifically for use in the Registration Statement or the
Prospectus;

(c) The Indenture conforms in all material respects to the
requirements of the Trust Indenture Act and the applicable rules and regulations
thereunder;

(d) The documents incorporated or deemed to be incorporated by
reference in the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects with the
requirements of the Securities Act or the Ex-

3
<PAGE>

change Act, as applicable, and the rules and regulations of the Commission
thereunder, and, when read together with the Prospectus on the filing date of
the Prospectus and any amendment or supplement thereto, none of such documents
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading; and any further documents so filed and incorporated by reference
in the Prospectus, when such documents become effective or are filed with the
Commission, as the case may be, will conform in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder and, when read together with
the Prospectus on the dates such documents become effective or are filed with
the Commission, as the case may be, will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;

(e) The Company and each of its subsidiaries that is a
significant subsidiary, as defined in Rule 405 of the Securities Act
(individually a "SIGNIFICANT SUBSIDIARY" and, collectively, the "SIGNIFICANT
SUBSIDIARIES") have been duly incorporated and validly existing as corporations
in good standing under the laws of their respective jurisdictions of
incorporation, are duly qualified to do business and are in good standing as
foreign corporations in each jurisdiction in which their respective ownership or
lease of property or the conduct of their respective businesses requires such
qualification, except where the failure to be so qualified and in good standing
would not be reasonably expected to have a material adverse effect on the
consolidated financial condition, results of operations or business of the
Company and its subsidiaries, taken as a whole (a "MATERIAL ADVERSE EFFECT"),
and where so qualified, have all corporate power and authority necessary to own,
lease or operate their respective properties and to conduct the businesses in
which they are engaged as described in the Prospectus;

(f) The Debt Securities have been duly and validly authorized by
the Company and, when duly executed, issued and delivered by the Company
pursuant to this Agreement and the Terms Agreement, and authenticated

4
<PAGE>

by the Trustee pursuant to the provisions of the Indenture, against payment
therefor by the Underwriters as provided in this Agreement, will constitute
valid and legally binding obligations of the Company entitled to the benefits of
the Indenture and enforceable against the Company in accordance with their
terms, except as the enforceability thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding at law or in equity); and the Debt Securities, when issued and
delivered, will conform in all material respects to the description thereof
contained in the Prospectus;

(g) The Indenture has been duly authorized by the Company, and
when duly executed by the proper officers of the Company (assuming due execution
and delivery by the Trustee) and delivered by the Company, will constitute a
valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms, except as the enforceability thereof may
be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting creditors' rights generally
and (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding at law or in equity); and the Indenture conforms
in all material respects to the description thereof contained in the Prospectus;

(h) This Agreement has been duly authorized, executed and
delivered by the Company;

(i) The execution, delivery and performance of this Agreement
and the Indenture by the Company, and the consummation of the transactions
contemplated hereby and thereby, and the issuance and delivery of the Debt
Securities will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, any indenture, lien,
charge or encumbrance upon any property or mortgage, deed of trust, loan
agreement, or other agreement or instrument to which the Company or any of its
Significant Subsidiaries is a party or by which it or any of them is bound or to
which any of the property or assets of the

5
<PAGE>

Company or any of its Significant Subsidiaries is subject, except for such
conflicts, breaches, violations or defaults which would not have a Material
Adverse Effect; nor will such action result in any violation of the provisions
of the Restated Certificate of Incorporation or by-laws of the Company; nor will
such action result in any violation of the provisions of any statute or any
order, rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its Significant Subsidiaries or any of
their material properties or assets except for violations which would not have a
Material Adverse Effect; and, except for the registration of the Debt Securities
under the Securities Act, the qualification of the Indenture under the Trust
Indenture Act, and such consents, approvals, authorizations, registrations or
qualifications as may be required under the Exchange Act and applicable state or
foreign securities or other Blue Sky laws in connection with the purchase and
distribution of the Debt Securities by the Underwriters, no consent, approval,
authorization or order of, or filing, registration or qualification of or with,
any such court or governmental agency or body is required for the execution,
delivery and performance of this Agreement or the Indenture by the Company and
the consummation by the Company of the transactions contemplated hereby and
thereby, in each case other than such consents, approvals, authorizations,
registrations or qualifications which would not have a Material Adverse Effect;

(j) Neither the Company nor any of its Significant Subsidiaries
has sustained, since the date of the latest financial statements included or
incorporated by reference in the Prospectus, any loss or interference with its
business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order
or decree in any such case, which would have a Material Adverse Effect,
otherwise than as set forth or contemplated in the Prospectus; and, since such
date, there has not been a material adverse change, in or affecting the general
financial condition or results of operations or business of the Company and its
Significant Subsidiaries, taken as a whole (a "MATERIAL ADVERSE CHANGE"),
otherwise than as set forth or contemplated in the Prospectus;

6
<PAGE>

(k) Coopers & Lybrand L.L.P., which has certified certain
financial statements of the Company, which statements appear in the Prospectus
or are incorporated by reference therein, is an independent public accountant as
required by the Securities Act and the Rules and Regulations;

(l) The financial statements (including the related notes and
supporting schedules) filed as part of the Registration Statement or included or
incorporated by reference in the Prospectus present fairly in all material
respects the financial condition and results of operations of the Company and
its consolidated subsidiaries at the dates and for the periods indicated, and
have been prepared in conformity with United States generally accepted
accounting principles applied on a consistent basis throughout the periods
involved, except as otherwise expressly set forth therein;

(m) Except as described in the Registration Statement,
Prospectus or in documents incorporated therein by reference, there are no legal
or governmental proceedings pending to which the Company or any of its
subsidiaries is a party or of which any material property or assets of the
Company or any of its Significant Subsidiaries is the subject which is required
to be disclosed in the Registration Statement, Prospectus or in documents
incorporated therein by reference or which would reasonably be expected to have
a Material Adverse Effect; and to the Company's knowledge, no such proceedings
are threatened by governmental authorities or by others;

(n) Neither the Company nor any of its Significant Subsidiaries
is in default in any material respect, and no event has occurred which, with
notice or lapse of time or both, would constitute such a default, in the due
performance or observance of any term, covenant or condition contained in any
material indenture, mortgage, deed of trust, loan agreement or other agreement
to which the Company or any of its Significant Subsidiaries is a party or by
which it or any of them is or may be bound or to which any of the properties or
assets of the Company or any of its Significant Subsidiaries is subject, except
for such default which would not have a Material Adverse Effect; and

7
<PAGE>

(o) Any certificate signed by any officer of the Company and
delivered to the Underwriters or to counsel for the Underwriters pursuant to
this Agreement will be deemed a representation and warranty by the Company to
each Underwriter as to the matters covered thereby.

2. PURCHASE OF THE DEBT SECURITIES BY THE UNDERWRITERS. On the basis
of the representations and warranties contained herein, and subject to the terms
and conditions set forth herein, the Company agrees to sell to the Underwriters,
and each of the Underwriters, severally and not jointly, agrees to purchase from
the Company, at the price and/or principal amount, as the case may be, set forth
in the Terms Agreement attached hereto as Annex I, together with interest
thereon accrued from the date specified in the Terms Agreement and in the
respective amounts of the designated Debt Securities set forth opposite the name
of each such Underwriter in Schedule I to Annex I to such Terms Agreement.

If so provided in Annex I hereto, the Underwriters are authorized to
solicit offers to purchase Debt Securities (the "CONTRACT SECURITIES") from the
Company pursuant to delayed delivery contracts ("DELAYED DELIVERY CONTRACTS"),
substantially in the form of Annex II hereto but with such changes therein as
the Company authorizes or approves. The Underwriters will endeavor to make such
arrangements and, as compensation therefor, the Company will pay to the
Underwriters, on the Closing Date, the percentage set forth in Annex I hereto of
the principal amount of the Debt Securities for which Delayed Delivery Contracts
are made. Delayed Delivery Contracts are to be with institutional investors,
including commercial and savings banks, insurance companies, pension funds,
investment companies and educational and charitable institutions. The Company
will enter into Delayed Delivery Contracts in all cases where sales of contract
securities arranged by the Underwriters have been approved by the Company but,
except as the Company may otherwise agree, each such Delayed Delivery Contract
must be for not less than the minimum principal amount set forth in Annex I
hereto and the aggregate principal amount of Contract Securities may not exceed
the maximum aggregate principal amount set forth in Annex I hereto. The
Underwriters will not have any responsibility in respect of the validity or
performance of Delayed Delivery Contracts. The

8
<PAGE>

principal amount of Debt Securities to be purchased by each Underwriter as set
forth in Annex I hereto will be reduced by an amount which will bear the same
proportion to the total principal amount of Contract Securities as the principal
amount of Debt Securities set forth opposite the name of such Underwriter except
to the extent that you determine that such reduction will be otherwise than in
such proportion and so advise the Company in writing; PROVIDED, HOWEVER, that
the total principal amount of Debt Securities to be purchased by all
Underwriters will be the aggregate principal amount set forth in Annex I hereto
less the aggregate principal amount of Contract Securities. Underwritten
Securities which are subject to Delayed Delivery Contracts are herein sometimes
called "DELAYED DELIVERY UNDERWRITTEN SECURITIES" and Underwritten Securities
which are not subject to Delayed Delivery Contracts are herein sometimes called
"IMMEDIATE DELIVERY UNDERWRITTEN SECURITIES."

3. OFFERING OF THE DEBT SECURITIES BY THE UNDERWRITERS. The
Underwriters propose to offer the Debt Securities for sale upon the terms and
conditions set forth in the Prospectus and any amendment or supplement thereto
relating to the Debt Securities.

4. DELIVERY OF AND PAYMENT FOR THE DEBT SECURITIES. Delivery of and
payment for the Debt Securities will be made at such location as may be agreed
upon by the Underwriters and the Company at 10:00 a.m., New York City time, on
the third Business Day following the date of this Agreement, or at such other
time and date as will be agreed upon (each such date and time of payment and
delivery being herein called the "CLOSING DATE") in the manner set forth in the
applicable Terms Agreement. Time will be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. Upon delivery, the Debt Securities
will be registered in such names and in such denominations as the Underwriters
will request in writing not less than two Business Days prior to the Closing
Date. For the purpose of expediting the checking and packaging of the
certificates for the Debt Securities, the Company will make the certificates
representing the Debt Securities available for inspection by the Underwriters in
New York, New York, not later than 2:00 p.m., New York City time, on the
Business Day prior to the Closing Date.

9
<PAGE>

The Debt Securities of a series may be issued in whole or in part in
the form of one or more global securities in book-entry form that will be
deposited with, or on behalf of, a depository or its nominee, identified in the
Prospectus Supplement relating to such series. In such a case, the manner of
delivery of such global securities will be set forth in the applicable Terms
Agreement.

5. FURTHER AGREEMENTS OF THE COMPANY. The Company agrees:

(a) (i) to prepare the Prospectus setting forth the terms of the
Debt Securities and to file such Prospectus pursuant to Rule 424(b) under the
Securities Act not later than the Commission's close of business on the second
Business Day following the execution and delivery of this Agreement; (ii) to
make no further amendment or supplement to the Registration Statement or to the
Prospectus prior to the applicable Closing Date, unless, if reasonably
practicable, the Underwriters or their representatives have had a reasonable
opportunity to review and comment upon such amendment or supplement prior to its
filing; (iii) to advise the Underwriters promptly of any such amendment or
supplement and to furnish the Underwriters with a copy thereof; (iv) to file
promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for
so long as the delivery of a prospectus is required in connection with the
offering or sale of the Debt Securities; (v) during the same period, to advise
the Underwriters, promptly after it receives notice thereof, of (A) the issuance
by the Commission of any stop order or of any order preventing or suspending the
use of any Preliminary Prospectus or the Prospectus, (B) the suspension of the
qualification of the Debt Securities for offering or sale in any jurisdiction or
the initiation or threatening of any proceeding for any such purpose or (C) any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of
the issuance of any stop order or of any order preventing or suspending the use
of any Preliminary Prospectus or the Prospectus or suspending any such

10
<PAGE>

qualification, to use promptly its best efforts to obtain its withdrawal;

(b) to furnish promptly to the Underwriters and to counsel for
the Underwriters a copy of the Registration Statement as originally filed with
the Commission, and each amendment thereto filed with the Commission, including
all consents and exhibits (other than those incorporated by reference) filed
therewith;

(c) to deliver promptly to the Underwriters such number of the
following documents as the Underwriters will reasonably request: (i) conformed
copies of the Registration Statement as originally filed with the Commission and
each amendment thereto (in each case excluding exhibits other than this
Agreement, the Indenture and such other exhibits as the Underwriters may
reasonably request); (ii) each Preliminary Prospectus, the Prospectus and any
amended or supplemented Prospectus; and (iii) any document incorporated by
reference in the Prospectus (excluding exhibits thereto); and, if the delivery
of a prospectus is required at any time after the Effective Date in connection
with the offering or sale of the Debt Securities, and if at such time any events
will have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made when such Prospectus
is delivered, not misleading, or, if for any other reason it will be necessary
to amend or supplement the Prospectus (or to file under the Exchange Act any
document incorporated by reference in the Prospectus) to comply with the
Securities Act or the Exchange Act, to notify the Underwriters and, upon the
reasonable request of the Underwriters, to file such document and to prepare and
furnish without charge to each Underwriter as many copies as the Underwriters
may from time to time reasonably request of an amended or supplemented
Prospectus which will correct such statement or omission or effect such
compliance;

(d) to file promptly with the Commission any amendment to the
Registration Statement or the Prospectus or any supplement to the Prospectus
that may, in the judgment of the Company, be required by the Securities Act or
requested by the Commission;

11
<PAGE>

(e) prior to filing with the Commission any amendment to the
Registration Statement or supplement to the Prospectus and, promptly after
filing with the Commission any document incorporated by reference in the
Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations,
to furnish a copy thereof to the Underwriters;

(f) as soon as practicable after the date of this Agreement and
every Terms Agreement relating to designated Debt Securities, to make generally
available to its Holders an earnings statement of the Company and its
Significant Subsidiaries (which need not be audited) complying with Section
11(a) of the Securities Act and the Rules and Regulations (including, at the
option of the Company, Rule 158);

(g) promptly from time to time, to use all reasonable efforts to
take such action as the Underwriters may reasonably request to qualify the Debt
Securities for offering and sale under the securities laws of such jurisdictions
as the Underwriters may reasonably request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
so long as may be necessary to complete the distribution of the Debt Securities;
PROVIDED, HOWEVER, that in connection therewith, the Company will not be
required to qualify as a foreign corporation, to file a general consent to
service of process in any jurisdiction where it is not so qualified or to
subject itself to taxation in respect of doing business in any jurisdiction in
which it is not otherwise so subject;

(h) if, and to the extent specified in the Terms Agreement
attached hereto as Annex I, designated Debt Securities are to be duly authorized
for listing on a national securities exchange, to apply for any listing of such
designated Debt Securities on such national securities exchange and to use its
best efforts to complete that listing, subject only to official notice of
issuance, prior to the relevant Closing Date;

(i) to apply the net proceeds from the sale of the Debt
Securities being sold by the Company as set forth in the Prospectus; and

12
<PAGE>

(j) during the period beginning from the date of the Terms
Agreement and continuing to and including the Business Day after the Closing
Date with respect to such Terms Agreement, the Company will not offer, sell,
contract to sell or otherwise dispose of any debt securities which are
substantially similar to the Debt Securities designated for offer and sale,
without the prior written consent of the Underwriters, which consent will not be
unreasonably withheld.

6. EXPENSES. The Company agrees to pay all costs, expenses and fees
incident to (i) the preparation, printing, filing and distribution under the
Securities Act of the Registration Statement (including financial statements and
exhibits), each Preliminary Prospectus and all amendments and supplements
thereto; (ii) the printing and delivery of the Prospectus and all amendments or
supplements thereto; (iii) the printing and delivery of this Agreement, the Blue
Sky Memorandum and all other agreements, memoranda, correspondence and other
documents printed and delivered in connection with the offering of the Debt
Securities; (iv) the registration or qualification of the Debt Securities for
offer and sale under the securities or Blue Sky laws of the several states
(including in each case the reasonable fees and disbursements of counsel for the
Underwriters relating to such registration or qualification and memoranda
relating thereto); (v) filings and clearance with the National Association of
Securities Dealers, Inc. ("NASD"), in connection with the offering, if
applicable; and (vi) furnishing such copies of the Registration Statement, the
Prospectus and all amendments and supplements thereto as may be reasonably
requested for use in connection with the offering or sale of the Debt Securities
by the Underwriters; it is understood, however, that, except as provided in this
Section 6 and Sections 8 and 11 hereof, the Underwriters will pay all of their
own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Debt Securities by them, and any advertising expenses
connected with any offers they may make.

7. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The obligations of the
Underwriters to purchase and pay for any Debt Securities are subject to the
accuracy in all material respects, when made, and on each Closing Date, of the
representations and warranties of the Compa-

13
<PAGE>

ny contained herein, to the performance by the Company of its obligations
hereunder and under the Terms Agreement attached hereto as Annex I, and to each
of the following additional terms and conditions:

(a) At the applicable Closing Date, the Prospectus will have
been timely filed with the Commission in accordance with Section 5(a) hereof; no
stop order suspending the effectiveness of the Registration Statement or any
part thereof will have been issued, and no proceeding for that purpose will have
been initiated or threatened by the Commission; any request of the Commission
for inclusion of additional information in the Registration Statement or the
Prospectus or otherwise will have been complied with to the Underwriters'
reasonable satisfaction;

(b) Kenneth A. Iverson, Vice President and Secretary of the
Company, will have furnished to the Underwriters his opinion, addressed to the
Underwriters and dated the Closing Date, in form and substance reasonably
satisfactory to counsel for the Underwriters to the effect that:

(i) The Company's Significant Subsidiaries have been duly
incorporated and are validly existing as corporations in good standing (or
the equivalent) under the laws of their respective jurisdictions of
incorporation; are duly qualified to do business and are in good standing
as foreign corporations in each jurisdiction in which their ownership or
lease of property or the conduct of their businesses requires such
qualification and where the failure to be so qualified and in good standing
would have a Material Adverse Effect; where so qualified, each Significant
Subsidiary has all corporate power and authority necessary to own, lease or
operate its properties and to conduct business;

(ii) to such counsel's knowledge, there are no contracts or
other documents which are required to be described in the Prospectus or
filed as exhibits to the Registration Statement by the Securities Act or by
the Rules and Regulations which have not been de-

14
<PAGE>

scribed in the Prospectus or filed as exhibits to the Registration
Statement or incorporated therein by reference under the Rules and
Regulations;

(iii) the documents incorporated by reference in the
Prospectus (other than the financial statements and related schedules
therein and all other financial and statistical data included or
incorporated by reference therein or omitted therefrom, as to which such
counsel need express no opinion), when they were filed with the Commission
complied as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations of the Commission thereunder;

(iv) to such counsel's knowledge, and other than as set
forth in the Registration Statement, the Prospectus or any documents
incorporated by reference, there are no legal or governmental proceedings
pending to which the Company or any of its Significant Subsidiaries is a
party or of which any material property or assets of the Company or any of
its Significant Subsidiaries is the subject which, if determined adversely
to the Company or any of its Significant Subsidiaries, would have a
Material Adverse Effect; and to such counsel's knowledge, no such
proceedings are threatened; and

(v) the issuance and sale of the Debt Securities being
delivered on the Closing Date by the Company and the compliance by the
Company with all of the provisions of this Agreement and the Indenture, and
the consummation of the transactions contemplated hereby and thereby, will
not conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed
of trust, loan agreement or other agreement known to such counsel to which
the Company or any of its

15
<PAGE>

Significant Subsidiaries is a party or by which any of them is bound or to
which any of the property or assets of the Company or any of its
Significant Subsidiaries is subject, except for such conflicts, breaches,
violations or defaults which would not have a Material Adverse Effect, nor
will such actions result in any violation of the provisions of any state or
federal statute or any order, rule or regulation known to such counsel of
any court or governmental agency or body having jurisdiction over the
Company or any of its Significant Subsidiaries or any of their material
properties or assets, except for such violations as would not have a
Material Adverse Effect; PROVIDED, that the foregoing opinion is limited to
those statutes, laws, rules and regulations of the United States of America
and the State of Minnesota, in each case, which, in such counsel's opinion,
are normally applicable to transactions of the type contemplated by this
Agreement; and PROVIDED, FURTHER, that no opinion need be given with
respect to the Securities Act, the Exchange Act, the Trust Indenture Act,
the Rules and Regulations, any order, rule or regulation made or
established by any regulatory authority or the National Association of
Securities Dealers, or state, securities or Blue Sky laws in connection
with the Underwriters' purchase and distribution of the Debt Securities;

(c) Skadden, Arps, Slate, Meagher & Flom (Illinois), counsel to
the Company, will have furnished to the Underwriters its opinion, as counsel to
the Company, addressed to the Underwriters and dated the Closing Date, in form
and substance reasonably satisfactory to counsel for the Underwriters, to the
effect that:

(i) the Company has been duly incorporated and is validly
existing as a corporation and in good standing under the laws of Delaware
and has all corporate power and corporate authority necessary to execute,
deliver and perform all of its obligations under this Agreement, any
Delayed Delivery Contracts, the Indenture and the Debt Securities;

(ii) with respect to each of the Debt Securities, when (A)
the Registration

16
<PAGE>

Statement, as finally amended (including all necessary post-effective
amendments), becomes effective; (B) an appropriate Prospectus Supplement
with respect to the Debt Securities has been prepared, delivered and filed
in compliance with the Act and the applicable rules and regulations
thereunder; (C) the Underwriting Agreement with respect to the Debt
Securities is duly executed and delivered by the Company and the other
parties thereto; (D) the directors and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance and terms
of the Debt Securities and related matters; (E) the proposed Indenture
pursuant to which the Debt Securities are to be issued shall have been
qualified under the Trust Indenture Act, and duly executed and delivered by
the Company and the trustee under such Indenture; and (F) the Debt
Securities have been duly executed and authenticated in accordance with the
provisions of such Indenture and duly delivered to and paid for by the
Underwriters pursuant to this Agreement, in the case of Underwritten
Securities, or by the purchasers thereof pursuant to Delayed Delivery
Contracts, in the case of any Contract Securities, upon payment of the
agreed-upon consideration therefor, the Debt Securities, when issued and
sold in accordance with such Indenture and any related supplement thereto
and this Underwriting Agreement, will be valid and binding obligations of
the Company, enforceable against the Company, in accordance with their
respective terms, except that such enforcement may be subject to or limited
by (1) bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally;
(2) general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law); (3) public policy
considerations which may limit the rights of parties to obtain certain
remedies; (4) requirements that a claim with respect to any securities
denominated other than in United States dollars (or a judgment denominated
other than in United States dollars

17
<PAGE>

in respect of such claim) be converted into United States dollars at a rate
of exchange prevailing on a date determined pursuant to applicable law; and
(5) governmental authority to limit, delay or prohibit the making of
payments outside the United States or in foreign currency or composition
currency;

(iii) the Indenture has been duly authorized by the
Company, and when duly executed by the proper officers of the Company
(assuming due execution and delivery by the Trustee) and delivered by the
Company, will constitute a valid and legally binding obligation of the
Company enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by (A)
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other similar laws now or hereafter in effect relating to
creditors' rights generally and (B) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at
law or in equity); and the Indenture conforms in all material respects to
the description thereof contained in the Prospectus;

(iv) (this Agreement and any Delayed Delivery Contract
should have been duly authorized, executed and delivered by the Company;

(vi) the Registration Statement has become effective under
the Securities Act, and the Indenture has been qualified under the Trust
Indenture Act, and no stop order suspending the effectiveness of the
Registration Statement has been issued and, to the knowledge of such
counsel, no proceeding for that purpose is pending or threatened by the
Commission;

(vi) the statements contained in the Prospectus under
"Description of Debt Securities" insofar as they describe federal statutes,
rules and regulations, or portions there-

18
<PAGE>

of, constitute accurate descriptions thereof in all material respects;

(vii) the Registration Statement, as of the Effective
Date, and the Prospectus, as of the date it was filed with the Commission,
and any further amendments or supplements thereto made by the Company prior
to the applicable Closing Date (in each case other than the financial
statements and related schedules therein and all other financial and
statistical data included or incorporated by reference therein or omitted
therefrom and other than the Form T-1, as to which such counsel need
express no opinion) appear on their face to comply as to form in all
material respects with the requirements of the Securities Act and the Rules
and Regulations; and the Indenture conforms in all material respects to the
requirements of the Trust Indenture Act and the applicable rules and
regulations thereunder; and

(viii) the execution and delivery by the Company of each
of the Indenture, the Debt Securities, this Agreement or any Delayed
Delivery Contracts and the performance by the Company of its obligations
under each of the Indenture, the Debt Securities, this Agreement or any
Delayed Delivery Contracts, each in accordance with its terms, do not (A)
conflict with the Restated Certificate of Incorporation or by-laws of the
Company; (B) constitute a violation of or a default under the provisions of
any state or federal statute or any order, rule or regulation known to such
counsel of any state or federal court or governmental agency or body having
jurisdiction over the Company except for such violations as would not have
a Material Adverse Effect; and, except for the registration of the Debt
Securities under the Securities Act and such consents, approvals,
authorizations, registrations or qualifications (1) as may be required
under the Securities Act, Exchange Act, the Rules and Regulations, the
Trust Indenture Act, any order, rule or regulation made or established by
any regulatory authority or the NASD and applicable state

19
<PAGE>

securities or Blue Sky laws in connection with the purchase and
distribution of the Debt Securities by the Underwriters and (2) whose
absence both individually or in the aggregate would not have a Material
Adverse Effect and would not have a Material Adverse Effect on the sale of
the designated Debt Securities, no consent, approval, authorization or
order of, or filing or registration with, any such court or governmental
agency or body is required for the execution, delivery and performance of
this Agreement and the Indenture by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby; PROVIDED that
the foregoing opinion is limited to those consents, approvals,
authorizations, orders, registrations and qualifications under laws which,
in the counsel's experience, are normally applicable to transactions of the
type contemplated by this Agreement.

In rendering the opinions required by subsections (b) and (c) of
this Section 7, Kenneth A. Iverson and Skadden, Arps, Slate, Meagher & Flom
(Illinois), respectively, may (i) state that their opinion is limited to
matters governed by the federal laws of the United States of America, the
laws of the State of New York or the General Corporation Law of the State of
Delaware and (ii) rely (to the extent such counsel deems proper and specifies
in its opinion) as to matters involving the application of laws covered by
supporting opinion upon the opinion of other counsel of good standing,
PROVIDED that such other counsel is reasonably satisfactory to counsel for
the Underwriters and furnishes a copy of its opinion to the Underwriters.
Such counsel may also state that, insofar as such opinion involves factual
matters, they have relied upon certificates of officers of the Company and
its Significant Subsidiaries and certificates of public officials. In
addition, Kenneth A. Iverson, in rendering the opinions required by clauses
(i) and (ii) of subsection (b) with respect to the subsidiaries, may rely on
opinions rendered by counsel employed by such subsidiaries;

Each of Kenneth A. Iverson and Skadden, Arps, Slate, Meagher & Flom
(Illinois) will have furnished to the Underwriters written statements, addressed
to the

20
<PAGE>

Underwriters and dated the Closing Date, in form and substance reasonably
satisfactory to the Underwriters, to the effect that such counsel has acted as
counsel to the Company in connection with the preparation of the Registration
Statement, and, based on the foregoing, such counsel does not believe that the
Registration Statement (other than the financial statements and related
schedules and all other financial data included or incorporated by reference
therein or omitted therefrom, and other than the Form T-1, as to which such
counsel will express no opinion or belief), as of the Effective Date, contained
any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or that the Prospectus (other than the financial statements and
related schedules and all other financial and statistical data included or
incorporated by reference therein or omitted therefrom, and other than the Form
T-1, as to which such counsel will express no opinion or belief), as of its date
and the applicable Closing Date, contains any untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. Kenneth A. Iverson will also have
furnished to the Underwriters a written statement, addressed to the Underwriters
and dated the Closing Date, in form and substance reasonably satisfactory to the
Underwriters, to the effect that he does not believe that any document
incorporated by reference in the Prospectus (other than the financial statements
and related schedules and all other financial and statistical data included or
incorporated by reference therein or omitted therefrom, and other than the Form
T-1, as to which such counsel will express no opinion or belief) contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading;

The foregoing opinions and statements may be qualified by statements
to the effect that (i) such counsel does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus, except for the statements made in the
Prospectus under the captions relating to the designated Debt Securities,
insofar as

21
<PAGE>

such statements relate to the Debt Securities and concern legal matters and (ii)
as to facts necessary to the determination of materiality, such counsel is
relying upon the opinions of officers and other representatives of the Company;

(d) The Underwriters will have received from counsel for the
Underwriters such opinion or opinions, dated the Closing Date, with respect to
the issuance and sale of the Debt Securities, the Registration Statement, the
Prospectus and other related matters as the Underwriters may reasonably require;

(e) At the Closing Date, counsel for the Underwriters will have
been furnished with such documents, certificates and information as they may
reasonably require for the purpose of enabling them to pass upon the issuance
and sale of the Debt Securities as contemplated herein and in each Terms
Agreement and related proceedings, or to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein and therein contained;

(f) At the time of execution of this Agreement and each Terms
Agreement, the Underwriters will have received from Coopers & Lybrand L.L.P.
with respect to the Company letters, in form and substance reasonably
satisfactory to the Underwriters, addressed to the Underwriters and dated the
date hereof and thereof (i) confirming that they are independent public
accountants with respect to the Company and its Significant Subsidiaries within
the meaning of the Securities Act and (ii) stating, as of the date hereof and
thereof (or with respect to matters involving changes or developments since the
respective dates as of which specified financial information is given in the
Prospectus, as of a date not more than five Business Days prior to the date
hereof or thereof), the conclusions and findings of such firm with respect to
the financial information and other matters as provided in SAS No. 72;

(g) With respect to the letters of Coopers & Lybrand L.L.P.
referred to in the preceding paragraph and delivered to the Underwriters
concurrently with the execution of this Agreement (the "INITIAL LETTER") and
each Terms Agreement, the Company will have furnished to the Underwriters
letters (the "BRING-DOWN LETTERS") of

22
<PAGE>

such accountants, addressed to the Underwriters and dated the Closing Date (i)
confirming that they are independent public accountants within the meaning of
the Securities Act and the Rules and Regulations, (ii) stating, as of the date
of the bring-down letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus, as of a date not more than five Business
Days prior to the date of the bring-down letter), the conclusions and findings
of such firm with respect to the financial information and other matters covered
by the initial letter and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letter;

(h) At each Closing Date, the Company will have furnished to the
Underwriters a certificate, dated the Closing Date, of its officers, reasonably
satisfactory to the Underwriters as to the accuracy of the representations and
warranties of the Company herein at and as of such Closing Date, as to the
performance by the Company of all of its obligations hereunder to be performed
at or prior to such Closing Date, as to the matters set forth in subsections (a)
and (i) of this Section 7 and as to such other matters as the Representatives
may reasonably request;

(i) neither the Company nor any of its Significant Subsidiaries
will have sustained since the respective dates as of which information is given
in the Registration Statement or the Prospectus or in any document incorporated
by reference therein any Material Adverse Change, other than as set forth or
contemplated or incorporated by reference in the Prospectus or in any of the
documents incorporated by reference therein, the effect of which is, in the
reasonable judgment of the Underwriters, so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Debt Securities being delivered on such Closing Date on the terms and in
the manner contemplated in the Prospectus;

(j) Subsequent to the execution and delivery of this Agreement
and prior to the Closing Date, (i) no downgrading will have occurred in the
rating accorded the Company's securities by any "nationally recognized
statistical rating organization," as that term

23
<PAGE>

is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and
Regulations and (ii) no such organization will have publicly announced that it
has under surveillance or review, with possible negative implications, its
rating of any of the Company's securities the effect of which, in any such case
described in clause (i) or (ii), is in the counsel's judgment (after
consultation with the Company) so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the designated Debt Securities on the terms and in the manner contemplated in
the Prospectus; and

(k) Subsequent to the execution and delivery of this Agreement,
none of the following will have occurred (i) a suspension or material limitation
in trading in securities generally on the New York Stock Exchange, (ii) a
general moratorium on commercial banking activities in New York declared by
either federal or New York State authorities, or (iii) the material outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war, if the effect of any such event
specified in this clause (iii) in the judgment of the Underwriters made it
impracticable or inadvisable to proceed with the public offering or the delivery
of the designated Debt Securities on the terms and in the manner contemplated by
the Prospectus.

All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement will be deemed to be in compliance with the
provisions hereof only if they are in substance reasonably satisfactory to
counsel for the Underwriters. The Company may rely on any waiver of such
conditions given by the Underwriters or counsel to the Underwriters as if given
by the Underwriters.

8. INDEMNIFICATION AND CONTRIBUTION.

(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages, liabilities and judgments
caused by any untrue statement or alleged untrue statement of a material fact

24
<PAGE>

contained in the Registration Statement or the Prospectus (as amended or
supplemented if the Company will have furnished any amendments or supplements
thereto) or any Preliminary Prospectus, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or judgments are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriters furnished in writing to the Company by
or on behalf of any Underwriter expressly for use therein, and except further
that the Company will not be liable with respect to any losses, claims, damages,
liabilities or judgments arising out of or based on any untrue statements or
alleged untrue statement or omission or alleged omission to state a material
fact in any Preliminary Prospectus which is corrected in the Prospectus if the
person or entity asserting such loss, claim, damage, liability or judgment
purchased Debt Securities from such Underwriter, but was not sent or given a
copy of the Prospectus at or prior to the written confirmation of the sale of
such Debt Securities to such person or entity in any case where such delivery is
required by the Securities Act if the Company has previously furnished copies
thereof in sufficient quantity to such Underwriter and the loss, claim, damage,
liability or judgment of such Underwriter results from an untrue statement or
omission of a material fact contained in the Preliminary Prospectus.

(b) In case any action will be brought against any Underwriter
or any person controlling such Underwriter, based upon any Preliminary
Prospectus, the Registration Statement or the Prospectus or any amendment or
supplement thereto and with respect to which indemnity may be sought against the
Company, such Underwriter will promptly notify the Company in writing, and the
Company will assume the defense thereof, including the employment of counsel
reasonably satisfactory to such indemnified party and payments of all fees and
expenses. Any Underwriter or any such controlling person will have the right to
employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel will be at the expense of
such Underwriter or such controlling person unless (i) the employment of such
counsel has been specifically authorized in

25
<PAGE>

writing by the Company, (ii) the Company has failed to assume the defense and
employ counsel or (iii) the named parties to any such action (including any
impleaded parties) include both such Underwriter or such controlling person and
the Company and such Underwriter or such controlling person have been advised by
such counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the Company (in which
case the Company will not have the right to assume the defense of such action on
behalf of such Underwriter or such controlling person). The Company will not, in
connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) for all such
Underwriters and controlling persons, which firm will be designated in writing
by the representatives and that all such fees and expenses will be reimbursed as
they are incurred. The Company will not be liable for any settlement of any such
action effected without its written consent, but, if settled with the written
consent of the Company, the Company agrees to indemnify and hold harmless any
Underwriters and any such controlling person from and against any loss or
liability by reason of such settlement. Notwithstanding the immediately
preceding sentence, if in any case where the fees and expenses of counsel are at
the expense of the indemnifying party and an indemnified party will have
requested the indemnifying party to reimburse the indemnified party for such
fees and expenses of counsel as incurred, such indemnifying party agrees that it
will be liable for any settlement of any action effected without its written
consent if (i) such settlement is entered into more than thirty Business Days
after the receipt by such indemnifying party of the aforesaid request and (ii)
such indemnifying party has failed to reimburse the indemnified party in
accordance with such request for reimbursement prior to the date of such
settlement. No indemnifying party will, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified

26
<PAGE>

party from all liability on claims that are the subject matter of such
proceeding.

(c) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement, and any person controlling the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
to the same extent as the foregoing indemnity from the Company to each
Underwriter but only with reference to information relating to such Underwriter
furnished in writing by or on behalf of such Underwriter expressly for use in
the Registration Statement, the Prospectus or any Preliminary Prospectus. In
case any action will be brought against the Company, any of its directors, any
such officer or any person controlling the Company based on the Registration
Statement, the Prospectus or any Preliminary Prospectus and in respect of which
indemnity may be sought against any Underwriter, the Underwriter will have the
rights and duties given to the Company (except that if the Company will have
assumed the defense thereof, such Underwriter will not be required to do so, but
may employ separate counsel therein and participate in the defense thereof but
the fees and expenses of such counsel will be at the expense of such
Underwriter), and the Company, its directors, any such officers and any person
controlling the Company will have the rights and duties given to the Underwriter
by Section 8(b) hereof.

(d) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party in respect of any losses, claims, damages,
liabilities or judgments referred to therein, then each indemnifying party, in
lieu of indemnifying such indemnified party, will contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities and judgments (i) in such proportion as is appropriate to
reflect the relative benefits actually received by the Company on the one hand
and the Underwriters on the other hand from the offering of the Debt Securities
to which such loss, claim, damage, liability or judgment relates or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the

27
<PAGE>

Underwriters in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or judgments, as well as any other
relevant equitable considerations. The relative benefits received by the Company
and the Underwriters will be deemed to be in the same proportion as the total
net proceeds from the offering (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by the
Underwriters bear to the total price to the public of the Debt Securities, in
each case as set forth in the table on the cover page of the Prospectus. The
relative fault of the Company and the Underwriters will be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. With respect to any such
Underwriter, such relative fault will also be determined by reference to the
extent (if any) to which such losses, claims, damages or liabilities (or actions
in respect thereof) with respect to any Preliminary Prospectus result from the
fact that such Underwriter sold Debt Securities to a person to whom there was
not sent or given, at or prior to the written confirmation of such sale, a copy
of the Prospectus, if the Company had previously furnished copies thereof to
such Underwriter.

The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by PRO
RATA allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph will be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter will be
required to contribute any amount in excess of the amount by which the total
price at which the Debt Securities underwritten by it and distributed to

28
<PAGE>

the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 8(d) are several in proportion to the
respective principal amount of Debt Securities purchased by each of the
Underwriters hereunder and not joint.

(e) The obligations of the Company under this Section 8 will be
in addition to any liability which the Company may otherwise have and will
extend upon the same terms and conditions, to each person, if any, who controls
any Underwriter within the meaning of the Securities Act; and the obligations of
the Underwriters under this Section 8 will be in addition to any liability which
the respective Underwriters may otherwise have and will extend, upon the same
terms and conditions, to each officer and director of the Company (including any
person who, with his consent, is named in the Registration Statement as about to
become a director of the Company) and to each person, if any, who controls the
Company within the meaning of the Securities Act.

9. DEFAULT BY ONE OR MORE OF THE UNDERWRITERS. If one or more of
the Underwriters participating in an offering of Debt Securities fails at the
applicable Closing Date to purchase the Underwritten Securities which it or they
are obligated to purchase under the applicable Terms Agreement (the "DEFAULTED
SECURITIES"), then the Representative will have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative has not completed such
arrangements within such 24-hour period, then:

(a) if the aggregate amount of Defaulted Securities does not
exceed 10% of the aggregate amount of the Underwritten Securities to be
purchased pursuant to the Terms Agreement, the non-defaulting Underwriters

29
<PAGE>

named in such Terms Agreement will be obligated to purchase the full amount
thereof in the proportions that their respective underwriting obligations
thereunder bear to the underwriting obligations of all such non-defaulting
Underwriters; or

(b) if the aggregate amount of Defaulted Securities exceeds 10%
of the aggregate amount of the Underwritten Securities to be purchased pursuant
to such Terms Agreement, the Terms Agreement will terminate without any
liability on the part of any non-defaulting Underwriters.

No action taken pursuant to this Section 9 will relieve any defaulting
Underwriter from liability in respect of its default.

In the event of a default by any Underwriter or Underwriters as set
forth in this Section 9, either the Representative or the Company will have the
right to postpone the applicable Closing Date for a period not exceeding seven
full business days to effect any required changes in the Registration Statement
or Prospectus or in any other documents or arrangements.

10. TERMINATION. Except as provided in the applicable Prospectus
Supplement, the obligations of the Underwriters hereunder may be terminated by
the Underwriters which have agreed to purchase in the aggregate 50% or more of
the aggregate principal amount of Debt Securities by notice given to and
received by the Company prior to delivery of and payment for the Debt Securities
if, prior to that time, any of the events described in Sections 7(i),(j) and (k)
will have occurred or if the Underwriters will decline to purchase the Debt
Securities as permitted by Section 9.

11. EFFECT OF TERMINATION OF PRICING AGREEMENT OR NONDELIVERY OF
SECURITIES. If the Company fails to tender the Immediate Delivery Underwritten
Securities for delivery to the Underwriters, or if the Underwriters decline to
purchase the Immediate Delivery Underwritten Securities for any reason permitted
under this Agreement, the Company will reimburse the Underwriters for the
reasonable fees and expenses of their counsel and for such other out-of-pocket
expenses that they incurred in connection with this Agreement, the proposed
purchase of

30
<PAGE>

Immediate Delivery Underwritten Securities and the solicitation of any purchases
of the Delayed Delivery Underwritten Securities, and upon demand, the Company
will pay the full amount hereof to the Representatives. If this Agreement is
terminated pursuant to Section 9 hereof by reason of the default of one or more
Underwriters, the Company will not be obligated to reimburse the several
Underwriters on account of those expenses.

12. NOTICES, ETC. All statements, requests, notices and agreements
hereunder will be in writing, and:

(a) if to the Underwriters, will be delivered or sent by mail,
telex or facsimile transmission as will be directed in the Terms Agreement
attached hereto as Annex I; and

(b) if to the Company, will be delivered or sent by mail, telex
or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: General Counsel (Facsimile: (612) 293-2573).

Any such statements, requests, notices or agreements will take effect at the
time of receipt thereof. The Company will be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the
Underwriters by the lead Underwriter.

13. PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement will
inure to the benefit of and be binding upon the Underwriters, the Company, their
respective successors and the controlling persons and officers defined in
Section 8. This Agreement and the terms and provisions hereof are for the sole
benefit of only those persons. Nothing in this Agreement is intended or will be
construed to give any person other than the persons referred to in this Section
13, any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision contained herein. No purchaser of the Debt
Securities from any Underwriter will be deemed a successor or assign by reason
merely of such purchase.

14. SURVIVAL. The respective indemnities, representations, warranties
and agreements of the Company and the Underwriters contained in this Agreement
or made by or on behalf of them, respectively, pursuant to this

31
<PAGE>

Agreement, will survive the delivery of and payment for any Debt Securities and
will remain in full force and effect, regardless of any investigation made by or
on behalf of any of them or any person controlling any of them.

15. DEFINITION OF THE TERM "BUSINESS DAY." For purposes of this
Agreement, "Business Day" means any day on which the New York Stock Exchange,
Inc., is open for trading.

16. GOVERNING LAW. This Agreement will be governed by and construed
in accordance with the laws of the State of New York without regard to the
conflict of laws principle thereof.

17. COUNTERPARTS. This Agreement may be executed in counterparts and,
if executed in more than one counterpart, the executed counterparts will each be
deemed to be an original but all such counterparts will together constitute one
and the same instrument.

18. HEADINGS. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.

32
<PAGE>

If the foregoing correctly sets forth the agreement between the
Company and the Underwriters please indicate your acceptance in the space
provided for that purpose below.

Very truly yours,

ECOLAB INC.

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

Confirmed and accepted as of the date first above written:

By [Representative]

By:
------------------------------
Acting severally on behalf
of themselves and the
several Underwriters
named in Exhibit A to
the Schedule hereto

33
<PAGE>

ANNEX I
TO UNDERWRITING AGREEMENT

TERMS AGREEMENT

_________, 1996

[ ]
As representatives of the
several Underwriters
named in Schedule I hereto
c/o [ ]

Ladies and Gentlemen:

Ecolab Inc., a Delaware corporation (the "COMPANY"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated ____________, ____ (the "UNDERWRITING AGREEMENT"), between the Company, on
the one hand, and _________________ _________________ on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"UNDERWRITERS") the Debt Securities specified in Schedule II hereto (the
"DESIGNATED SECURITIES"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and will be deemed to be a
part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Each of the representations and warranties set forth
therein will be deemed to have been made at and as of the date of this Terms
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 1 of the Underwriting Agreement will be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined) and also a representation and
warranty as of the date of this Terms Agreement in relation to the Prospectus,
as amended or supplemented, relating to the Designated Securities which are the
subject of this Terms Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
will be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein de-

Annex-I-1
<PAGE>

fined. The Representatives designated to act on behalf of the Representatives
and on behalf of each of the Underwriters of the Designated Securities pursuant
to Section ___ of the Underwriting Agreement and the address of the
Representatives referred to in such Section ___ are set forth at the end of
Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.

Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.

If the foregoing is in accordance with your understanding, please sign
and return to us [ ] counterparts hereof. Upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof, including the provisions of the Underwriting Agreement incorporated
herein by reference, will constitute a binding agreement between each of the
Underwriters and the Company. It is understood that your acceptance of this
letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which
will be submitted to the Company for examination

Annex-I-2
<PAGE>

upon request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.

Very truly yours,

ECOLAB INC.

By:_______________________
Name:
Title:

Accepted as of the date hereof:

[ ]

On behalf of each of the Underwriters

By: _____________________
Name:
Title:

Annex-I-3
<PAGE>

SCHEDULE I TO ANNEX I

Principal
Amount of
Designated
Securities to
Underwriters Be Purchased
- ------------ ---------------

- -------------------------...............................

- -------------------------...............................
[Names of Underwriters]

Total...........................
-----------------
$
-----------------
----------------

Sched-I-1

<PAGE>

SCHEDULE II TO ANNEX I

UNDERWRITING AGREEMENT DATED ______________, ____

REGISTRATION STATEMENT NO. __________

TITLE, PURCHASE PRICE AND DESCRIPTION OF DESIGNATED SECURITIES:

Title:

Number or Aggregate Principal Amount: The aggregate principal amount of
Debt Securities to be purchased by the several Underwriters may be reduced by
the aggregate principal amount of Debt Securities sold pursuant to Delayed
Delivery Contracts.*

Price to Public:

Purchase Price by Underwriters (include accrued interest or amortization,
if any; exclude any Debt Securities sold pursuant to delayed delivery
contracts):

Sinking Fund Provisions:

Redemption Provisions:

Other Provisions:

APPLICABLE SECURITIES AGREEMENT:

MATURITY:

* To be added only if Delayed Delivery Contracts are contemplated.

Sched-II-1
<PAGE>

INTEREST RATE:

INTEREST PAYMENT DATES:

TIME OF DELIVERY AND LOCATION:

NAMES AND ADDRESSES OF REPRESENTATIVES:

Designated Representatives:

Address for Notices, etc.:

UNDERWRITERS:

OTHER TERMS:

[THE UNDERWRITERS WILL PAY FOR THE DESIGNATED SECURITIES (LESS ANY DESIGNATED
SECURITIES SOLD PURSUANT TO DELAYED DELIVERY CONTRACTS) UPON DELIVERY THEREOF AT
THE OFFICES OF __________ AT 10:00 A.M. (NEW YORK TIME) ON __________, 199__, OR
AT SUCH OTHER TIME, NOT LATER THAN __.M. (NEW YORK TIME) OR __________, 199__,
AS WILL BE JOINTLY DESIGNATED BY THE REPRESENTATIVE AND THE COMPANY.]

The fee to be paid to the Underwriters in respect of the Debt Securities
purchased pursuant to Delayed Delivery Contracts arranged by the Underwriters
will be ___% of the purchase price of the Debt Securities so purchased.*

* To be added only if Delayed Delivery Contracts are contemplated.

Sched-II-2
<PAGE>

ANNEX II
TO UNDERWRITING AGREEMENT

ECOLAB INC.
(a Delaware corporation)

[Title of Securities]

DELAYED DELIVERY CONTRACT

__________, 1996

Ecolab Inc.
Ecolab Center
370 N. Wabasha Street
St. Paul, Minnesota 55102-1390

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Ecolab Inc., a Delaware
corporation (the "COMPANY"), and the Company agrees to sell to the undersigned
on _______ __, 199__ (the "DELIVERY DATE"), _______________________ of the
Company's [insert title of security] (the "SECURITIES"), offered by the
Company's Prospectus dated October __, 1996, as supplemented by its
Prospectus Supplement dated ____________, 199__, receipt of which is hereby
acknowledged, at a purchase price of _____________ to the Delivery Date, and on
the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date will be made to the Company or its order by
certified or official bank check in New York Clearing House funds at the office
of ______________________________, on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned in definitive
form and in such denominations and registered in such names as the undersigned
may designate by written or telegraphic communication addressed to the Company
not less than five Business Days prior to the Delivery Date.

Annex-II-1
<PAGE>

The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date will be subject only to the conditions that
(i) the purchase of Securities to be made by the undersigned will not on the
Delivery Date be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (ii) the Company, on or before __________, 199__,
will have sold to the Underwriters of the Securities (the "UNDERWRITERS") such
amount of the Securities as is to be sold to them pursuant to the Terms
Agreement dated __________, 199__ between the Company and the Underwriters. The
obligation of the undersigned to take delivery of and make payment for
Securities will not be affected by the failure of any purchaser to take delivery
of and make payments for Securities pursuant to other contracts similar to this
contract. The undersigned represents and warrants to you that its investment in
the Securities is not, as of the date hereof, prohibited under the laws of any
jurisdiction to which the undersigned is subject and which govern such
investment.

Promptly after completion of the sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of counsel for the Company
delivered to the Underwriters in connection therewith.

By the execution hereof, the undersigned represents and warrants to
the Company that all necessary corporate action for the due execution and
delivery of this contract and the payment for and purchase of the Securities has
been taken by it, and no further authorization or approval of any governmental
or other regulatory authority is required for such execution, delivery, payment
or purchase, and that, upon acceptance hereof by the Company and mailing or
delivery of a copy as provided below, this contract will constitute a valid and
binding agreement of the undersigned in accordance with its terms.

This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

Annex-II-2
<PAGE>

It is understood that the Company will not accept Delayed Delivery
Contracts for an amount of Securities in excess of __________ and that the
acceptance of any Delayed Delivery Contract is in the Company's sole discretion
and, without limiting the foregoing, need not be on a first-come, first-served
basis. If this contract is acceptable to the Company, it is requested that the
Company sign the form of acceptance on a copy hereof and mail or deliver a
signed copy hereof to the undersigned at its address set forth below. This will
become a binding contract between the Company and the undersigned when such copy
is so mailed or delivered.

This Agreement will be governed by the laws of the State of New York.

Yours very truly,

PURCHASERS

------------------------------------
(Name)

By:
---------------------------------
(Title)

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

(Address)

Accepted as of the date first above written.

ECOLAB INC.

By:
-----------------------------------------
(Title)

Annex-II-3
<PAGE>

PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the Representative of the Purchaser
with whom details of delivery on the Delivery Date may be discussed are as
follows (please print):

Telephone No.
(including
Name Area Code)
- ----- --------------

Annex-II-4

<PAGE>

EXHIBIT 4.1

ECOLAB INC.
AND
THE FIRST NATIONAL BANK OF CHICAGO, TRUSTEE
INDENTURE
DATED AS OF NOVEMBER 1, 1996

<PAGE>

ECOLAB INC.

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939, AS AMENDED
AND INDENTURE DATED AS OF NOVEMBER 1, 1996

Trust Indenture Act Section Indenture Section
- --------------------------- -----------------

Section 3.10(a)(1) and (2) ................................. 6.9, 6.10
(a)(3) and (4) ................................. Not Applicable
(a)(5) ......................................... Not Applicable
(b) ............................................ 6.9, 6.10
(c) ............................................ Not Applicable
Section 3.11 ............................................... 6.15
Section 3.12(a) ............................................ 4.1, 4.2(a)
(b) ............................................ 4.2(b)
(c) ............................................ 4.2(c)
Section 3.13(a) and (b) .................................... 4.4(a)
(c) ............................................ 4.4(b)
(d) ............................................ 4.4(c)
Section 3.14(a) ............................................ 4.3
(b) ............................................ Not Applicable
(c)(1) and (2) ................................. 11.5
(c)(3) ......................................... Not Applicable
(d) ............................................ Not Applicable
(e) ............................................ 11.5
(f) ............................................ Not Applicable
Section 3.15(a) ............................................ 6.1
(b) ............................................ 5.14
(c) ............................................ 6.1
(d) ............................................ 6.1, 6.2
(e) ............................................ 5.15
Section 3.16(a)(last sentence) ............................. 7.4
(a)(1)(A) ...................................... 5.2, 5.12
(a)(1)(B) ...................................... 5.13
(a)(2) ......................................... Not Applicable
(b) ............................................ 5.9
(c) ............................................ 7.6
Section 3.17(a)(1) ......................................... 5.3
(a)(2) ......................................... 5.4
(b) ............................................ 6.5
Section 3.18(a) and (c) .................................... 11.7

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

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

<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

1.1 Certain Terms Defined . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

SECURITIES

2.1 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.2 Form of Trustee's Certificate of Authentication . . . . . . . . . . . 13
2.3 Amount Unlimited; Issuable in Series. . . . . . . . . . . . . . . . . 14
2.4 Execution of Securities . . . . . . . . . . . . . . . . . . . . . . . 18
2.5 Certificate of Authentication . . . . . . . . . . . . . . . . . . . . 18
2.6 Authentication and Delivery of Securities . . . . . . . . . . . . . . 19
2.7 Denomination and Date of Securities; Payments of Interest . . . . . . 21
2.8 Registration, Transfer and Exchange . . . . . . . . . . . . . . . . . 22
2.9 Mutilated, Defaced, Destroyed, Lost and Stolen Securities . . . . . . 26
2.10 Cancellation of Securities; Destruction Thereof. . . . . . . . . . . . 27
2.11 Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.12 CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.13 Computation of Interest. . . . . . . . . . . . . . . . . . . . . . . . 29
2.14 Wire Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.15 Payment of Interest, Interest Rights Preserved.. . . . . . . . . . . . 29

ARTICLE III

COVENANTS OF THE COMPANY

3.1 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . 31
3.2 Offices for Payments, etc.. . . . . . . . . . . . . . . . . . . . . . . 31
3.3 Appointment to Fill a Vacancy in Office of Trustee. . . . . . . . . . . 32
3.4 Paying Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.5 Written Statement to Trustee. . . . . . . . . . . . . . . . . . . . . . 33
3.6 Luxembourg Publications . . . . . . . . . . . . . . . . . . . . . . . . 33

i
<PAGE>

PAGE

3.7 Certain Covenants Applicable to the Securities; Restrictions on Liens . 34
3.8 Restrictions on Sale and Leaseback Transactions . . . . . . . . . . . . 36
3.9 Restrictions on Permitting a Restricted Subsidiary to Become an
Unrestricted Subsidiary. . . . . . . . . . . . . . . . . . . . . . 37
3.10 Restrictions on Permitting an Unrestricted Subsidiary to Become a
Restrict ed Subsidiary. . . . . . . . . . . . . . . . . . . . . . 37
3.11 Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.12 Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . 37
3.13 Calculation of Original Issue Discount . . . . . . . . . . . . . . . . 38

ARTICLE IV

HOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

4.1 Company to Furnish Trustee with Names and Addresses of Holders. . . . . 38
4.2 Preservation of Information; Communications to Holders. . . . . . . . . 38
4.3 Reports by the Company. . . . . . . . . . . . . . . . . . . . . . . . . 40
4.4 Reports by the Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE V

REMEDIES OF THE TRUSTEE AND
HOLDERS ON EVENT OF DEFAULT
5.1 Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.2 Acceleration of Maturity and Waiver . . . . . . . . . . . . . . . . . . 43
5.3 Collection of Indebtedness by Trustee . . . . . . . . . . . . . . . . . 44
5.4 Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . . . . . 45
5.5 Application of Moneys Collected . . . . . . . . . . . . . . . . . . . . 46
5.6 Suits for Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . 47
5.7 Restoration of Rights on Abandonment of Proceedings . . . . . . . . . . 48
5.8 Limitations on Suits by Holders . . . . . . . . . . . . . . . . . . . . 48
5.9 Unconditional Right of Holder to Receive Principal and Interest and to
Institute Certain Suits. . . . . . . . . . . . . . . . . . . . . . 49
5.10 Powers and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . 49
5.11 Delay or Omission Not Waiver of Default. . . . . . . . . . . . . . . . 49
5.12 Control by Majority. . . . . . . . . . . . . . . . . . . . . . . . . . 50
5.13 Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ii
<PAGE>

PAGE

5.14 Trustee to Give Notice of Default, But May Withhold in Certain Circum-
stances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
5.15 Right of Court to Require Filing of Undertaking to Pay Costs . . . . . 51

ARTICLE VI

CONCERNING THE TRUSTEE

6.1 Duties and Responsibilities of the Trustee, Prior to Default. . . . . . 52
6.2 Certain Rights of the Trustee . . . . . . . . . . . . . . . . . . . . . 53
6.3 Trustee Not Responsible for Recitals, Disposition of Securities or Applica
tion of Proceeds Thereof . . . . . . . . . . . . . . . . . . . . . 55
6.4 Trustee and Agents May Hold Securities or Coupons; Collections; etc.. . 55
6.5 Moneys Held in Trust. . . . . . . . . . . . . . . . . . . . . . . . . . 55
6.6 Compensation and Indemnification of Trustee and Its Prior Claim . . . . 55
6.7 Right of Trustee to Rely on Officer's Certificate, Where No Other
Evidence Specifically Prescribed. . . . . . . . . . . . . . . . . 56
6.8 Indentures Not Creating Potential Conflicting Interests for the Trustee 57
6.9 Corporate Trustee Required; Persons Eligible for Appointment as Trustee 57
6.10 Resignation and Removal; Appointment of Successor Trustee. . . . . . . 58
6.11 Acceptance of Appointment by Successor Trustee . . . . . . . . . . . . 60
6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee 61
6.13 Appointment of Authenticating Agent. . . . . . . . . . . . . . . . . . 62
6.14 Compliance with Tax Laws . . . . . . . . . . . . . . . . . . . . . . . 63
6.15 Preferential Collection of Claims against Company. . . . . . . . . . . 64

ARTICLE VII

CONCERNING THE HOLDERS

7.1 Evidence of Action Taken by Holders . . . . . . . . . . . . . . . . . . 64
7.2 Proof of Execution of Instruments and of Holdings of Securities . . . . 64
7.3 Holders to Be Treated as Owners . . . . . . . . . . . . . . . . . . . . 65
7.4 Securities Owned by Company Deemed Not Outstanding. . . . . . . . . . . 66
7.5 Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . 67
7.6 Record Date for Consents and Waivers. . . . . . . . . . . . . . . . . . 67

iii
<PAGE>

ARTICLE VIII

SUPPLEMENTAL INDENTURES

PAGE

8.1 Supplemental Indentures Without Consent of Holders. . . . . . . . . . . 68
8.2 Supplemental Indentures with Consent of Holders . . . . . . . . . . . . 71
8.3 Effect of Supplemental Indenture. . . . . . . . . . . . . . . . . . . . 73
8.4 Documents to Be Given to Trustee; Execution of Supplemental Indentures. 73
8.5 Notation on Securities in Respect of Supplemental Indentures. . . . . . 74

ARTICLE IX

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

9.1 Company May Consolidate, etc., on Certain Terms . . . . . . . . . . . . 74
9.2 Successor Company Substituted . . . . . . . . . . . . . . . . . . . . . 75
9.3 Opinion of Counsel to Trustee . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE X

SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS

10.1 Satisfaction and Discharge of Indenture. . . . . . . . . . . . . . . . 76
10.2 Application by Trustee of Funds Deposited for Payment of Securities. . 81
10.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . 81
10.4 Return of Moneys Held by Trustee and Paying Agent Unclaimed for
One Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
10.5 Indemnity for U.S. Government Obligations. . . . . . . . . . . . . . . 82

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.1 Incorporators, Stockholders, Officers and Directors of Company Exempt
from Individual Liability. . . . . . . . . . . . . . . . . . . . . 82
11.2 Provisions of Indenture for the Sole Benefit of Parties and Holders of
Securities and Coupons . . . . . . . . . . . . . . . . . . . . . . 83

iv
<PAGE>

11.3 Successors and Assigns of Company Bound by Indenture . . . . . . . . 83
11.4 Notices and Demands on Company, Trustee and Holders of Securities and
Coupons. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
11.5 Officer's Certificates and Opinions of Counsel, Statements to Be
Contained Therein. . . . . . . . . . . . . . . . . . . . . . . . 84
11.6 Payments Due on Saturdays, Sundays and Holidays. . . . . . . . . . . 85
11.7 Conflict of any Provision of Indenture with Trust Indenture Act. . .. 85
11.8 New York Law to Govern . . . . . . . . . . . . . . . . . . . . . . . 86
11.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
11.10 Effect of Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 86
11.11 Securities in a Foreign Currency or in ECU. . . . . . . . . . . . . . 86
11.12 Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . 87
11.13 Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE XII

REDEMPTION OF SECURITIES AND SINKING FUNDS

12.1 Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . 88
12.2 Notice of Redemption, Partial Redemptions. . . . . . . . . . . . . . . 88
12.3 Payment of Securities Called for Redemption. . . . . . . . . . . . . . 90
12.4 Exclusion of Certain Securities from Eligibility for Selection for
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
12.5 Mandatory and Optional Sinking Funds . . . . . . . . . . . . . . . . . 91

v
<PAGE>

THIS INDENTURE, dated as of November 1, 1996 between ECOLAB INC., a
Delaware corporation (the "COMPANY"), and The First National Bank of Chicago, a
national banking association, as trustee (the "TRUSTEE").

W I T N E S S E T H:

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

WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide, among other things, for the authentication, delivery
and administration of the Securities; and

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

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

ARTICLE I

DEFINITIONS

1.1 CERTAIN TERMS DEFINED. The following terms (except as otherwise
expressly provided or unless the context otherwise requires), for all purposes
of this Indenture and of any indenture supplemental hereto, will have the
respective meanings specified in this Section. All other terms used in this
Indenture that are defined in the Trust Indenture Act or are defined therein by
reference to the Securities Act, as amended (except as herein otherwise
expressly provided or unless the context otherwise requires), will have the
meaning assigned to such terms in the Trust Indenture Act and in the Securities
Act, both as

<PAGE>

in force on the date of this Indenture. All accounting terms used herein and
not expressly defined will have the meanings assigned to such terms in
accordance with generally accepted accounting principles. The words "HEREIN,"
"HEREOF," "HEREUNDER" and similar words refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision. Terms defined in
this Article include the plural as well as the singular.

ATTRIBUTABLE DEBT in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease involved in such Sale and Leaseback
Transaction as determined in good faith by the Company) of the obligation of the
lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates and similar charges or any amounts required to
be paid by such lessee thereunder contingent upon monetary inflation or the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges) during the remaining term of such lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

AUTHENTICATING AGENT has the meaning set forth in Section 6.13.

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

BEARER SECURITY means any Security other than a Registered Security.

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

2
<PAGE>

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

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

CERTIFICATE OF AUTHENTICATION has the meaning specified in Section
2.5.
COMMISSION means the Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or if at any time after the
execution of this Indenture such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties on such date.

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

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

CONSOLIDATED NET TANGIBLE ASSETS means the aggregate amount of assets
of the Company and its Restricted Subsidiaries (less applicable reserves and
other properly deductible items) after deducting therefrom (a) all goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles and (b) all current liabilities (excluding any current
liabilities for money borrowed having a maturity of less than 12 months but by
its terms being renewable or extendible beyond 12 months from such date at the
option of the borrower), all as reflected in the Company's latest audited
consolidated balance sheet contained in the Company's most recent annual report
to its stockholders prior to the time as of which "CONSOLIDATED NET TANGIBLE
ASSETS" are determined. For purposes of this definition the Company's
investment (excluding the goodwill

3
<PAGE>

portion thereof) in the Henkel-Ecolab Joint Venture, which is not a Subsidiary
of the Company, is deemed to be an asset of the Company.

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

c/o The First National Bank of Chicago
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Services Division
Fax: (312) 407-1708

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

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

COUPON means any interest coupon appertaining to a Bearer Security.

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

DEBT means indebtedness for borrowed money.

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

DEFAULTED INTEREST has the meaning specified in Section 2.15.

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

4
<PAGE>

a Depositary hereunder, and, if at any time there is more than one such Person,
"DEPOSITARY," as used with respect to the Securities of any such series, means
the Depositary with respect to the Registered Global Securities of that series.

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

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

EUROPEAN COMMUNITIES means the European Union, the European Coal and
Steel Community and the European Atomic Energy Community.

EVENT OF DEFAULT means any event of condition specified as such in
Section 5.1.

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

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

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

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

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

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

5
<PAGE>

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

INCORPORATED PROVISION has the meaning set forth in Section 11.7.

INCUR means issue, assume, guarantee or otherwise become liable for.
Any Debt of a Person existing when that Person becomes a Subsidiary (whether by
merger, consolidation, acquisition or otherwise) will be deemed to be incurred
by such Subsidiary when it becomes a Subsidiary. The terms "INCURRED,"
"INCURRENCE" and "INCURRING" each has a correlative meaning.

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

INTEREST, when used with respect to an Original Issue Discount
Security which by its terms bears interest only after maturity, means interest
payable after maturity, and, when used with respect to a Security which provides
for the payment of additional amounts, includes such additional amounts.

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

JOURNAL has the meaning set forth in Section 11.11.

JUDGMENT CURRENCY has the meaning set forth in Section 11.12.

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

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

MORTGAGE has the meaning set forth in Section 3.7.

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

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

6
<PAGE>

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

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

OPERATING PROPERTY means any manufacturing or processing plant,
warehouse or distribution center, together with the land upon which it is
situated, located within the United States or Canada and owned and operated now
or hereafter by the Company or any Restricted Subsidiary and having a net book
value on the date as of which the determination is being made of more than 1.0%
of Consolidated Net Tangible Assets, other than property which, in the opinion
of the Board of Directors of the Company, is not of material importance to the
total business conducted by the Company and its Restricted Subsidiaries taken as
a whole.

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

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

ORIGINAL ISSUE DISCOUNT SECURITY means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 5.2.

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

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<PAGE>

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

REDEMPTION DATE, when used with respect to any Security to be redeemed
in whole or in part, means the date fixed for such redemption by or pursuant to
this Indenture.

REDEMPTION PRICE, when used with respect to any Security to be
redeemed, means an amount, in the currency or currency unit in which such
Security is denominated or which is otherwise provided for pursuant hereto,
equal to the principal amount thereof together with accrued interest, if any, to
the Redemption Date.

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

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

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

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<PAGE>

REQUIRED CURRENCY has the meaning set forth in Section 11.12.

RESPONSIBLE OFFICER, when used with respect to the Trustee, means the
chairman of the Board of Directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president
(whether or not designated by numbers or words added before or after the title
"VICE PRESIDENT"), the cashier, the secretary, the treasurer, any trust officer,
any assistant trust officer, any assistant vice president, any assistant
cashier, any assistant secretary, any assistant treasurer or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time are such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject.

RESTRICTED SUBSIDIARY means any Subsidiary of the Company other than
an Unrestricted Subsidiary.

SALE AND LEASEBACK TRANSACTION means any arrangement with any Person
providing for the leasing to the Company or any Restricted Subsidiary of any
Operating Property (except for temporary leases for a term including any renewal
thereof, of not more than 60 months and except for leases between the Company
and a Restricted Subsidiary or between Restricted Subsidiaries), which Operating
Property has been or is to be sold or transferred by the Company or such
Restricted Subsidiary to such Person.

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

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

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

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

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<PAGE>

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

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

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

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

TRUSTEE means the Person identified as Trustee in the first paragraph
hereof and, subject to the provisions of Article VI, includes any agent of such
trustee and any successor trustee. Trustee also means or includes each Person
who is then a trustee hereunder and, if at any time there is more than one such
Person, Trustee as used with respect to the Securities of any series means the
Trustee with respect to the Securities of such series.

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

UNRESTRICTED SUBSIDIARY means (a) any Subsidiary substantially all of
whose physical properties are located, or substantially all of whose business is

11
<PAGE>

carried on, outside the United States, Canada, (b) any special purpose
Subsidiary formed for the purpose of financing the operations of the Company or
its Subsidiaries and (c) any Subsidiary of an Unrestricted Subsidiary. In
addition, the Board of Directors may designate any other direct or indirect
Subsidiary of the Company (including any newly acquired or newly formed direct
or indirect Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any capital stock of, or owns or holds any mortgage on any Operating
Property of the Company or any Restricted Subsidiary of the Company, PROVIDED
that the Subsidiary to be so designated has total assets at the time of
designation of $5 million or less.

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

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

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

SECURITIES

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

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<PAGE>

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

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

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

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

"Date:

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

The First National Bank of Chicago, as Trustee

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

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

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<PAGE>

"Date:

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

[ ], as Authenticating Agent

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

2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of Securities which may be authenticated and delivered under this
Indenture is unlimited.

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

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

(2) any limit on the aggregate principal amount of the Securities of
the series that may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, or upon redemption of,
other Securities of the series pursuant to Sections 2.8, 2.9, 2.11 or
12.3);

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

(4) (a) the rate or rates per annum (which may be fixed or variable)
at which the Securities of the series will bear interest, if any, (b) the
dates from which such interest, if any, will accrue, on which such interest
will be payable and (in the case of Registered Securities) on which a
record will be taken for the determination of Holders to whom interest is

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<PAGE>

payable and/or (c) the method by which such rate or rates or date or dates
will be determined;

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

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

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

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

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

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

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

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<PAGE>

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

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

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

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

(16) the coin or currency, which may be a composite currency such as
the ECU, in which payment of the principal of and interest on the
Securities will be made, if other than Dollars;

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

(18) the right of the Company to defease the Securities of the series
(including provisions permitting the defeasance of less than all Securities
of the series) or certain covenants under the Indenture, which

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<PAGE>

provisions may be in addition to, in substitution for or in modification of
(or any combination of the foregoing) the provisions of Article X;

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

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

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

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

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

(24) whether and under what circumstances the Company will pay
additional amounts on the Securities of the series held by Non-U.S. Persons
in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem
such Securities rather than pay such additional amounts; and

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

All Securities of any one series and any Coupons appertaining thereto
will be substantially identical, except (i) in the case of Registered Securities
as to date and denomination, (ii) in the case of any Periodic Offering and (iii)
as may otherwise be provided by or pursuant to the Board Resolution or Officer's
Certificate referred to above or as set forth in any such indenture supplemental

17
<PAGE>

hereto. All Securities of any one series need not be issued at the same time
and may be issued from time to time, consistent with the terms of this
Indenture, if so provided by or pursuant to such Board Resolution, Officer's
Certificate or indenture supplemental hereto, and any forms or terms of
Securities to be issued from time to time may be completed and established from
time to time prior to the issuance thereof by procedures described in such Board
Resolution, Officer's Certificate or supplemental indenture.

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

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

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

2.6 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time and from
time to time after the execution and delivery of this Indenture, the Company

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<PAGE>

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

In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee will be entitled to receive (in the case of subparagraphs 2, 3 and 4
below only at or before the time of the first request of the Company to the
Trustee to authenticate Securities of such series) and (subject to Section 6.1)
will be fully protected in relying upon, unless and until such documents have
been superseded or revoked, the following documents:

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

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

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

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

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<PAGE>

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

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

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

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

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

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

20
<PAGE>

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

If the Company establishes pursuant to Section 2.3 that the Securities
of a series are to be issued in the form of one or more Registered Global
Securities, then the Company will execute and the Trustee will, in accordance
with this Section 2.6 upon receipt of the Company's Order with respect to such
series, authenticate and deliver one or more Registered Global Securities that
will (i) represent and be denominated in an amount equal to the aggregate
principal amount of all or a portion of the Securities of such series issued and
not yet canceled or exchanged, (ii) be registered in the name of the Depositary
for such Registered Global Security or Securities or the nominee of such
Depositary, (iii) be delivered by the Trustee to such Depositary or pursuant to
such Depositary's instructions and (iv) bear a legend substantially to the
following effect:

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

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

2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST. The
Securities of each series will be issuable as Registered Securities or Bearer
Securities in denominations as specified pursuant to Section 2.3 or, with
respect to the Registered Securities of any series, if not so established, in
denominations of $1,000 and any integral multiple thereof. If denominations of
Bearer Securities of any series are not so established, such Bearer Securities
will be issuable in

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<PAGE>

denominations of $1,000 and $5,000. The Securities of each series will be
numbered, lettered or otherwise distinguished in such manner or in accordance
with such plan as the officers of the Company executing the same may determine,
as evidenced by the execution thereof.

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

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

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

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

At the option of the Holder thereof, any Security may be exchanged as
provided below for a Security of the same series, tenor and aggregate principal
amount in authorized denominations, upon surrender of such Security at an office
or agency to be maintained for such purpose in accordance with Section 3.2 or as
specified pursuant to Section 2.3, and the Company will execute, and the Trustee
will authenticate and deliver in exchange therefor, the Securities which the
Holder making the exchange will be entitled to receive, each bearing a number or
other distinguishing symbol not contemporaneously outstanding. Subject to the
foregoing: (i) a Registered Security of any series (other than a Registered
Global Security, except as set forth below) may be exchanged for a

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Registered Security of the same series; (ii) if the Securities of any series are
issued in both registered and bearer form, except as otherwise specified
pursuant to Section 2.3, a Bearer Security may be exchanged for a Registered
Security of the same series, but a Registered Security may not be exchanged for
a Bearer Security; and (iii) if Bearer Securities of any series are issued in
more than one authorized denomination, except as otherwise specified pursuant to
Section 2.3, any such Bearer Security may be exchanged for a Bearer Security of
the same series; PROVIDED that in connection with the surrender of any Bearer
Securities that have Coupons attached, all unmatured Coupons and all matured
Coupons in default must be surrendered with the Bearer Securities being
exchanged.

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

The Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any exchange
or registration of transfer of Securities. No service charge will be made for
any such transaction.

If the Company redeems, in whole or in part, the Securities of any
series (or of any series and specified tenor), the Company will not be required
to (i) issue, register the transfer of or exchange any Security of that series
(or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business 15 Business Days before the first
publication of the relevant notice of redemption or, if Registered Securities
are Outstanding and there is no publication, the day of mailing of a notice of
redemption or exchange of any such Security selected for redemption and ending
at the close of business on the day of such mailing, (ii) register the transfer
of or exchange any Registered Security so selected for redemption, in whole or
in part, except the unredeemed portion of any such Registered Security being
redeemed in part or (iii) exchange any Bearer Security called for redemption,
except to exchange any Bearer Security for a Registered Security of that series
and of like tenor and principal amount that is immediately surrendered for
redemption.

Notwithstanding any other provision of this Section 2.8, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities

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<PAGE>

of a series may not be transferred except as a whole by the Depositary for such
series to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

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

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

Any time the Registered Securities of any series are not in the form
of Registered Global Securities pursuant to the preceding two paragraphs, the
Company agrees to supply the Trustee with a reasonable supply of certified
Registered Securities without the legend required by Section 2.3. The Trustee

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<PAGE>

agrees to hold such Registered Securities in safekeeping until authenticated and
delivered pursuant to the terms of the Indenture.

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

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

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

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

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

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<PAGE>

Notwithstanding anything herein or in the terms of any series of
Securities to the contrary, none of the Company, the Trustee or any agent of the
Company or the Trustee will be required to exchange any Bearer Security for any
Outstanding Registered Security if such exchange would result in adverse federal
income tax consequences to the Company (such as, for example, the inability of
the Company to deduct from its income, as computed for federal income tax
purposes, the interest payable on the Bearer Securities) under then applicable
United States federal income tax laws. The Trustee and such agent are entitled
to rely on an Officer's Certificate and an Opinion of Counsel in determining
such result.

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

26
<PAGE>

payment furnishes to the Company and to the Trustee and any agent of the Company
or the Trustee such security or indemnity as any of them may require to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and the Trustee and any agent of the
Company or the Trustee evidence to their satisfaction of the destruction, loss
or theft of such Security or Coupon and of the ownership thereof.

Every substitute Security or Coupon of any series issued pursuant to
the provisions of this Section 2.9 by virtue of the fact that any such Security
or Coupon is destroyed, lost or stolen will constitute an additional contractual
obligation of the Company and will be entitled to all the benefits of (but
subject to all the limitation of rights set forth in) this Indenture equally and
proportionately with any and all other Securities or Coupons of such series duly
authenticated and delivered hereunder. To the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced or destroyed, lost or stolen Securities and Coupons and
preclude any and all other rights or remedies notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.

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

2.11 TEMPORARY SECURITIES. Until definitive Securities for any series
are ready for delivery, the Company may execute, and the Trustee will
authenticate and deliver, temporary Securities for such series (printed, lith-

27
<PAGE>

ographed, typewritten or otherwise reproduced, in each case in form satisfactory
to the Trustee). Temporary Securities of any series will be substantially in
the form of the definitive Securities of such series but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company with the concurrence of the Trustee as evident
by the execution and authentication thereof. Every temporary Security will be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities. The Company will cause definitive Securities of such
series to be prepared without unreasonable delay. Thereupon temporary
Securities of such series may be exchanged therefor without charge, in the case
of Registered Securities, at each office or agency to be maintained by the
Company for that purpose pursuant to Section 3.2 and, in the case of Bearer
Securities, at any office or agency maintained by the Company for such purpose
as specified pursuant to Section 2.3. Upon surrender of such temporary
Securities, the Trustee will authenticate and deliver in exchange for such
temporary Securities of such series an equal aggregate principal amount of
definitive Securities of the same series, tenor and authorized denominations
and, in the case of Bearer Securities, having attached thereto any appropriate
Coupons. Until so exchanged, the temporary Securities of any series will be
entitled to the same benefits under this Indenture as definitive Securities of
such series, unless otherwise established pursuant to Section 2.3. The
provisions of this Section 2.11 are subject to any restrictions or limitations
that may be established with respect to the Securities of any series pursuant to
Section 2.3 (including any provision that Bearer Securities of such series
initially be issued in the form of a single Global Bearer Security to be
delivered to a depositary or agency located outside the United States and the
procedures pursuant to which definitive or Global Bearer Securities of such
series would be issued in exchange for such temporary Global Bearer Security).

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

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

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<PAGE>

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

2.15 PAYMENT OF INTEREST, INTEREST RIGHTS PRESERVED. Interest on any
Security which is payable and is punctually paid or duly provided for on any
Interest Payment Date will be paid to the Person in whose name that Security (or
one or more predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.

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

(i) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series
(or their respective predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest, which will be fixed in the following manner. The
Company will notify the Trustee in writing as to the amount of
Defaulted Interest proposed to be paid on each Security of such series
and the date of the proposed payment, and at the same time the Company
will deposit with the Trustee an amount of money equal to the
aggregate amount proposed to be paid in respect of such Defaulted
Interest or will make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the Persons
entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee will fix a Special Record Date for the payment
of such Defaulted Interest which will be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice of

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<PAGE>

the proposed payment. The Trustee will promptly notify the Company of
such Special Record Date and, in the name and at the expense of the
Company, will cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-
class postage prepaid, to each Holder of Securities of such series at
his address as it appears in the Security Register, not less than 10
days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been so mailed, such Defaulted Interest will be paid
to the persons in whose names the Securities of such series (or their
respective predecessor Securities) are registered at the close of
business on such Special Record Date and will no longer be payable
pursuant to the following clause (ii).

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

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

ARTICLE II

COVENANTS OF THE COMPANY

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

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<PAGE>

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

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

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

The Company may also from time to time designate one or more
additional agencies where the Securities of a series and any Coupons may be
presented or surrendered for any and all purposes as provided herein, and may
from time to time rescind any such designation, as the Company may deem
desirable or expedient; PROVIDED, HOWEVER, that no such designation or
rescission will relieve the Company of its obligation to maintain the agencies
provided for in the immediately preceding paragraphs. The Company will give to
the Trustee

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<PAGE>

prompt written notice of any such designation or rescission and of the location
of each such agency and of any change of location thereof. In case the Company
fails to maintain any agency required by this Section 3.2 to be located in the
Borough of Manhattan, in the City of New York, or fails to give such notice of
the location or of any change in the location of any of the above agencies,
presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

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

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

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

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

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

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

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<PAGE>

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

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

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

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

3.6 LUXEMBOURG PUBLICATIONS. Any party publishing any notice
pursuant to Section 5.14, 6.10(a), 6.11, 8.2, 10.4, 12.2 or 12.5 in the Borough
of Manhattan, the City of New York and London will also, to the extent that
notice is required to be given to Holders of Securities of any series by
applicable Luxembourg law or stock exchange regulation, as evidenced by an
Officer's Certificate delivered to such party, make a similar publication in
Luxembourg.

3.7 CERTAIN COVENANTS APPLICABLE TO THE SECURITIES; RESTRICTIONS ON
LIENS. The Company will not, and will not permit any Restricted Subsidiary to,
incur Debt secured by a mortgage, security interest, pledge, lien, charge or

33
<PAGE>

other encumbrance (herein referred to as a "MORTGAGE") upon any Operating
Property of the Company or any Restricted Subsidiary or upon any shares of stock
or Debt issued by any Restricted Subsidiary, whether owned at the date of this
Indenture or hereafter acquired, without effectively securing the Securities
equally and ratably with (or, at the option of the Company, prior to) such Debt
for at least the period that such Debt is so secured. The foregoing restriction
does not require the Company to secure Securities of any series if the mortgage
consists of any of the following:

(a) mortgages on Operating Property, shares of stock or Debt of
any entity existing at the time the entity becomes a Restricted Subsidiary,
PROVIDED that such mortgages are not incurred in anticipation of the entity's
becoming a Restricted Subsidiary;

(b) mortgages on Operating Property, shares of stock or Debt
existing at the time of acquisition thereof by the Company or a Restricted
Subsidiary, or mortgages thereon securing the payment of all or part of the
purchase price thereof, or mortgages on Operating Property, shares of stock or
Debt securing any Debt incurred prior to, at the time of, or within 180 days
after, the latest of the acquisition thereof or, in the case of Operating
Property, the completion of construction or improvements or the commencement of
substantial commercial operation of such Operating Property for the purpose of
financing all or part of the purchase price thereof, such construction or the
making of such improvements;

(c) mortgages securing Debt that a Restricted Subsidiary owes to
the Company or to another Restricted Subsidiary or that the Company owes to a
Restricted Subsidiary;

(d) mortgages on Operating Property, shares of stock or Debt
existing on the date of the initial issuance of such Securities of any series
then outstanding;

(e) mortgages on Operating Property, shares of stock or Debt of
a Person existing when the Person is merged into or consolidated with the
Company or a Restricted Subsidiary, or at the time of a sale, lease or other
disposition of the properties of a Person as an entirety or substantially as an
entirety to the Company or a Restricted Subsidiary, PROVIDED that such mortgage
was not incurred in anticipation of such merger, consolidation, sale, lease or
other disposition;

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<PAGE>

(f) mortgages on Operating Property, shares of stock or Debt of
the Company or a Restricted Subsidiary in favor of the United States or any
state, territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States or any state, territory or possession thereof (or the District of
Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure Debt or a lease incurred for the purpose of
financing all or part of the purchase price or the cost of constructing,
developing, renovating or improving the Operating Property subject to such
mortgages;

(g) extensions, renewals or replacements (or successive
extensions, renewals or replacements) of any mortgage referred to in the
foregoing subsections (a) through (f) or of any Debt secured thereby, PROVIDED
that the principal amount of Debt secured thereby will not exceed the principal
amount of Debt so secured at the time of such extension, renewal or replacement.

Any mortgage permitted under subsections (a) through (g) will not
cover any Operating Property of the Company or a Restricted Subsidiary, shares
of stock or Debt of a Restricted Subsidiary, as the case may be, other than the
Operating Property, including improvements thereto, shares of stock or Debt
specified in such subsections.

Notwithstanding the restrictions outlined in the preceding paragraph,
the Company and its Restricted Subsidiaries will be permitted to incur Debt
secured by a mortgage in addition to mortgages permitted under subsections (a)
through (g) above, even if not equally and ratably secured with the Securities,
PROVIDED that the aggregate amount of all Debt so secured by mortgages (and
immediately after giving effect thereto) together with all Attributable Debt in
respect of Sale and Leaseback Transactions permitted under Section 3.8(b) will
not exceed 15% of Consolidated Net Tangible Assets.

3.8 RESTRICTIONS ON SALE AND LEASEBACK TRANSACTIONS. The Company
will not, and will not permit any Restricted Subsidiary to, enter into any Sale
and Leaseback Transaction unless the net proceeds to the Company or a Restricted
Subsidiary from the sale of the Operating Property in connection with such Sale
and Leaseback Transaction are at least equal to the fair market value (as
determined by the Board of Directors of the Company in good faith) of the
Operating Property to be leased and either:

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(a) the Company or the Restricted Subsidiary could, at the time
of entering such arrangement under Section 3.7, incur Debt secured by a mortgage
on the Operating Property to be leased in an amount equal to or greater than the
Attributable Debt with respect to such Sale and Leaseback Transaction without
equally and ratably securing the Securities; or

(b) the Attributable Debt in respect of all Sale and Leaseback
Transactions in existence at the time of the Company and its Restricted
Subsidiaries (other than Sale and Leaseback Transactions permitted in connection
with Section 3.8(a) or (c)) plus the aggregate principal amount of Debt secured
by mortgages on Operating Properties of the Company or a Restricted Subsidiary
or shares of stock or Debt of a Restricted Subsidiary then outstanding
(excluding such Debt secured by mortgages described in Sections 3.7(a)-3.7(g))
that do not equally and ratably secure the Securities, will not exceed 15% of
the Consolidated Net Tangible Assets; or

(c) within 180 days after a sale or transfer that is part of a
Sale and Leaseback Transaction, the Company applies or causes a Restricted
Subsidiary to apply an amount equal to the greater of the net proceeds of such
sale or transfer or the fair market value of the Operating Property so leased
(as determined in good faith by the Board of Directors of the Company), at the
time the Sale and Leaseback Transactions was entered into, to (i) retire (other
than any mandatory retirement, mandatory repayment or sinking fund payment or
payment at maturity) the Securities or other Debt of the Company or a Restricted
Subsidiary, other than Debt subordinated to the Securities, whose Stated
Maturity either is more than one year from the date of such application or is
extendible, at the obligor's option, to a date more than one year from the date
of such application or (ii) purchase, construct, develop, renovate or improve
one or more Operating Properties (other than those involved in such Sale and
Leaseback Transaction); PROVIDED that the amount to be so applied is reduced by
the principal amount of Securities delivered within 180 days after such sale or
transfer to the Trustee for retirement and cancellation. Notwithstanding the
foregoing, the covenant contained in this Section 3.8(c) does not apply to, and
there will be excluded from Attributable Debt in any computation under Section
3.7 or this Section 3.8, Attributable Debt with respect to any Sale and
Leaseback Transaction in which the only parties involved are the Company and any
Restricted Subsidiary or Restricted Subsidiaries.

A Sale and Leaseback Transaction permitted under this Section 3.8 will
not be deemed to result in the creation of a mortgage.

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3.9 RESTRICTIONS ON PERMITTING A RESTRICTED SUBSIDIARY TO BECOME AN
UNRESTRICTED SUBSIDIARY. The Company will not and will not permit any
Restricted Subsidiary to, transfer to an Unrestricted Subsidiary (i) an
Operating Property or (ii) shares of stock or Debt issued by a Restricted
Subsidiary.

3.10 RESTRICTIONS ON PERMITTING AN UNRESTRICTED SUBSIDIARY TO BECOME A
RESTRICTED SUBSIDIARY. The Company will not designate an Unrestricted
Subsidiary a Restricted Subsidiary unless, after giving effect thereto, the
aggregate amount of all Debt of the Company and its Restricted Subsidiaries
secured by mortgages which would otherwise be subject to the restrictions in
Section 3.7, and the Attributable Debt in respect of all Sale and Leaseback
Transactions in existence at such time permitted under Section 3.8(b) does not
at the time exceed 15% of Consolidated Net Tangible Assets.

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

3.12 WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Sections 3.7 and 3.8 with respect to the Securities of any series if before or
after the time for such compliance, the Holders of at least a majority of the
principal amount of the Securities of such series Outstanding at the time waive
compliance with such covenant or condition either generally or in such instance,
except to the extent so expressly waived, and, until such waiver becomes
effective, the obligations of the Company and the duties of the Trustee in
respect of any such covenant or condition remains in full force and effect.

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

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ARTICLE IV

HOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

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

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

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

4.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

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

(2) inform such applicants as to the approximate number of Holders of
Securities whose names and addresses appear in the information preserved at
the time by the Trustee in accordance with Section 4.2(a), and as to the
approximate cost of mailing to such Holders the form of proxy or other
communication, if any, specified in such application.

If the Trustee elects not to afford such applicants access to such
information, the Trustee will, upon the written request of such applicants, mail
to each Holder of Securities whose name and address appears in the information
preserved at the time by the Trustee in accordance with Section 4.2(a), a copy
of the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision of payment, of the reasonable expenses of
mailing, unless within five days after such tender the Trustee mails to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Securities or would be in violation of applicable law. Such written statement
will specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
enters an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission will
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and will enter an order so declaring, the Trustee will
mail copies of such material to all such Holders of Securities with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee will be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of Securities or Coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any Paying Agent nor any Security Registrar will be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Holders of Securities in accordance with Section
4.2(b), regardless of the source from which such information was derived, and
that the Trustee will not be held accountable by reason of mailing any material
pursuant to a request made under Section 4.2(b).

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

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

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

4.4 REPORTS BY THE TRUSTEE. (a) Within 60 days after each May 15,
beginning with May 15, 1997, the Trustee will mail to each Holder as and to the
extent provided in the Trust Indenture Act Section 313(c) a brief report dated
as of such May 15, if and to the extent required by Section 313(a) of the Trust
Indenture Act. The Trustee also will comply with Section 313(b) of the Trust
Indenture Act.

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

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

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

(3) except in the case of reports pursuant to subsection
(b) of this Section, to each Holder of a Security whose name and
address is preserved at the time by the Trustee, as provided in
Section 4.2(a).

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

ARTICLE V

REMEDIES OF THE TRUSTEE AND
HOLDERS ON EVENT OF DEFAULT

5.1 EVENT OF DEFAULT. "EVENT OF DEFAULT" with respect to Securities
of any series means any one of the following events which has occurred and is
continuing (whatever the reason for such Event of Default and whether it is
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), unless such Event of Default is either
inapplicable to a particular series or specifically deleted or modified in or
pursuant to a supplemental indenture or Board Resolution establishing such
series of Securities or in the form of Security for such series:

(a) default in the payment of any installment of interest upon
any of the Securities of such series when the same becomes due and payable, and
where such default continues for a period of 30 days; or

(b) a default in the payment of all or part of the principal of
any Securities of that series when the same becomes due and payable, whether at
maturity, upon acceleration, redemption or mandatory repurchase, including as a
sinking fund installment or otherwise, except a failure to make payment
resulting from mistake, oversight or transfer difficulties not continuing for
more than three (3) Business Days beyond the date on which such payment is due;
or

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(c) a failure by the Company duly to observe or perform any
other covenant or agreement of the Company in this Indenture with respect to any
Security of that series (except for a covenant or agreement in respect of the
Securities of that series a default in the performance or breach of which is
specifically dealt with elsewhere in this Section), and such default or breach
continues for a period of 90 days after the date on which written notice
specifying such failure has been given to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Outstanding Securities of all series affected thereby. Such
written notice will (i) state that it is a "NOTICE OF DEFAULT" under this
Indenture, specify such failure and demand that the Company remedy such failure
and (ii) be sent by registered or certified mail, return receipt requested; or

(d) a court having jurisdiction in the premises enters a decree
or order for relief in respect of the Company in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property or ordering the winding up or liquidation of
its affairs, and such decree or order remains unstayed and in effect for a
period of 60 consecutive days; or

(e) the Company (i) commences a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (ii) consents to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or any substantial part of its property or
(iii) makes any general assignment for the benefit of creditors; or

(f) any other Event of Default provided in either the
supplemental indenture under which such series of Securities is issued or the
form of Security for such series.

5.2 ACCELERATION OF MATURITY AND WAIVER. Unless otherwise set forth
in Section 2.3, in each and every case that an Event of Default described in
Section 5.1(a), (b), (c), or (f) (if the Event of Default under Section 5.1(c)
or (f), as the case may be, is with respect to less than all series of
Securities then Outstanding) occurs and is continuing, unless the principal of
Securities of that series has already become due and payable, then either the
Trustee or the Holders

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of not less than 25% in aggregate principal amount of the then Outstanding
Securities of each such affected series (each such series voting as an
individual class) may declare by written notice to the Company (and to the
Trustee if given by Holders) that the principal (or, if the Securities of any
such affected series are Original Issue Discount Securities, such portion of
the principal as may be specified in the terms thereof of such series), and
the interest payable on the Securities of all affected series, is due and
payable immediately. Upon such declaration, the same becomes immediately due
and payable. Unless otherwise set forth in Section 2.3, in each and every
case that an Event of Default described in Section 5.1(c) or (f) occurs and
is continuing with respect to all series of the then Outstanding Securities,
unless the principal of all the Securities has already become due and
payable, either the Trustee or the Holders of not less than 25% in aggregate
principal amount of all the then Outstanding Securities voting as a single
class may declare by written notice to the Company (and to the Trustee if
given by Holders) that the principal (or, if any Securities are Original
Issue Discount Securities, such portion of the principal as may be specified
in the terms thereof) and interest on all Outstanding Securities is due and
payable immediately. Upon such declaration, the same becomes immediately due
and payable. If an Event of Default specified in Section 5.1(d) or (e)
occurs, the principal of or interest on the Securities become immediately due
and payable, without any declaration or other act by the Trustee or any
Holder.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal amount (or, if the Securities of such series
are Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of the Securities of any series (or of all the
Securities as the case may be) have been so declared due and payable, and before
any judgment or decree for the payment of the moneys due have been obtained or
entered as hereinafter provided, the Company will pay to or deposit with the
Trustee a sum sufficient to pay all matured installments of interest on all the
Securities of such series (or of all the Securities, as the case may be) and the
principal of any and all Securities of each such series (or of all the
Securities, as the case may be) which have become due other than by acceleration
(with interest upon such principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of each
such series (or at the respective rates of interest or Yields to Maturity of all
the Securities, as the case may be) to the date of such payment or deposit) and
an amount sufficient to cover all amounts owed to the Trustee and each
predecessor Trustee under Section 6.6,

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and if any and all Events of Default under the Indenture, other than the
nonpayment of the principal of Securities which have become due by acceleration,
have been cured, waived or otherwise remedied as provided herein, then and in
every such case, unless otherwise set forth in Section 2.3, the Holders of a
majority in aggregate principal amount of all the then Outstanding Securities of
each such series that has been accelerated, may waive by written notice to the
Company and to the Trustee all defaults with respect to each such series (or
with respect to all the Securities, as the case may be) and rescind and annul
such declaration and its consequences, but no such waiver or rescission and
annulment will extend to or affect any subsequent default nor impair any right
consequent thereon.

For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities have been accelerated and declared due
and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities will be deemed, for
all purposes hereunder, to be such portion of the principal thereof as will be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as will be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, will constitute payment in full of such Original Issue
Discount Securities.

5.3 COLLECTION OF INDEBTEDNESS BY TRUSTEE. If an Event of Default
with respect to the Securities of any series in payment of principal or interest
specified in subsection (a) or (b) of Section 5.1 occurs and is continuing, the
Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and Coupons, the whole amount then due and payable
thereon, of principal and any interest, with interest on the overdue principal
and, to the extent legally enforceable, on any overdue installments of at the
rate as the rate of interest (or Yield to Maturity in the case of Original Issue
Discount Securities) specified in such Securities in addition thereto such
further amount as will be sufficient to cover all amounts owed to the Trustee
and each predecessor Trustee under Section 6.6. Until such demand is made by
the Trustee, the Company may pay the principal of and interest on the Securities
of any series to the Holders, whether or not such payments are overdue.

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute
an action or proceeding at law or in equity for the collection of the sum so due
and unpaid, and may prosecute any such action or proceeding to judgment

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<PAGE>

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

All rights of action and of asserting claims under this Indenture
or under the Securities or Coupons of any series enforced by the Trustee
without the possession of any such Securities or Coupons or the production
thereof in any trial or other proceedings relative thereto. Any such action
or proceedings instituted by the Trustee will be brought in its own name as
trustee of an express trust, and any recovery of judgment (except for amounts
owed to the Trustee under Section 6.6) will be for the ratable benefit of all
the Holders of the Securities or Coupons in respect of which such action was
taken.

In any proceedings brought by the Trustee (including proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee is a party), the Trustee will be held to represent all the Holders of
the Securities and Coupons in respect of which such action was taken, and it
will not be necessary to make any Holders of such Securities or Coupons parties
to any such proceedings.

5.4 TRUSTEE MAY FILE PROOFS OF CLAIM. If there are pending
proceedings for the bankruptcy or reorganization of the Company or any other
obligor upon the Securities under Title 11 of the United States Code or any
other federal or state bankruptcy, insolvency, reorganization or other similar
law, or in case a receiver, liquidator, assignee, custodian, or trustee,
sequestrator or similar official has been appointed for its property, or in case
of any other comparable judicial proceedings relative to the Company or other
obligor upon the Securities, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the
Securities is then due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee has made any demand pursuant
to the provisions of this Section, will be entitled and empowered, by
intervention in such proceedings or otherwise:

(a) to file and prove a claim or claims for the whole amount of
principal and interest (or, if the Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) owing and unpaid in respect of the Securities of any
series, and to file such other papers or documents as may be neces-

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<PAGE>

sary or advisable to have the claims of the Trustee (including any claim for
reasonable compensation to the Trustee and each predecessor Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all expenses
and liabilities incurred, and all advances made, by the Trustee and each
predecessor Trustee, except as a result of negligence or bad faith) and of the
Holders allowed in any judicial proceedings relative to the Company or other
obligor upon the Securities, or to the creditors or property of the Company or
such other obligor, and

(b) to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute the same return and any
trustee, receiver, or liquidator, custodian or other similar official is hereby
authorized by each of the Holders to make payments to the Trustee, and, in the
event that the Trustee consents to the making of payments directly to the
Holders, to pay to the Trustee such amounts as will be sufficient to cover
reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

Nothing herein contained will be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series 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
except, as aforesaid, to vote for the election of a trustee in bankruptcy or
similar person.

5.5 APPLICATION OF MONEYS COLLECTED. Any moneys or other property
collected by the Trustee pursuant to Section 5.3, with respect to Securities of
any series, will be applied in the following order at the date or dates fixed by
the Trustee therefor and, upon presentation of the several Securities and
Coupons in respect of which monies or other property have been collected, and
either the stamping (or other notation) thereon of the payment, or issuing of
Securities of such series in reduced principal amounts in exchange for the
presented Securities if only partially paid, or upon surrender thereof if fully
paid:

FIRST: To the payment of money due to the Trustee under Section 6.6;

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SECOND: In case the principal of the Outstanding Securities of such
series in respect of which moneys have been collected has not become due, to the
payment of interest on such Securities in order of the maturity of the
installments of such interest with interest, (to the extent that such interest
has been collected by the Trustee) upon the overdue installments of interest at
the same rate as the rate of interest (or Yield to Maturity in the case of
Original Issue Discount Securities) specified in such Securities of such series,
such payments to be made ratably to the Persons entitled thereto, without
discrimination or preference;

THIRD: In case the principal of the Outstanding Securities of such
series in respect of which moneys have been collected has become due, to the
payment of the whole amount then owing and unpaid upon the Securities of such
series for principal and interest, with interest upon the overdue principal, and
(to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the same rate of interest (or Yield to
Maturity in the case of Original Issue Discount Securities) specified in the
Securities of such series; and in case such moneys are insufficient to pay the
whole amount so due and unpaid upon the Securities of such series, then to the
payment of such principal and interest, without preference or priority of
principal over interest, or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Security of such
series over any other Security of such series, ratably to the aggregate of such
principal and accrued and unpaid interest; and

FOURTH: The remainder, if any, to the Company or any other Person
lawfully entitled thereto.

5.6 SUITS FOR ENFORCEMENT. If an Event of Default has occurred and
is continuing and has not been waived, the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee deems most effectual to protect
and enforce any of such rights, either at law, in equity, in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

5.7 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If the
Trustee or any Holder has instituted proceedings to enforce any right or remedy

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

5.8 LIMITATIONS ON SUITS BY HOLDERS. No Holder of any Security or
Coupon of any series may institute any action judicial or otherwise, with
respect to this Indenture or the Securities or Coupons of such series, or for
the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official, or for any other remedy hereunder, unless:

(i) such Holder previously has given the Trustee
written notice of a continuing Event of Default as previously provided;

(ii) the Holders of at least 25% in aggregate principal
amount of Outstanding Securities of that series have made a written request
to the Trustee to institute such action or proceedings in its own name as
Trustee hereunder and have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be
incurred therein or thereby;

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

(iv) during such 60-day period, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of
each affected series have not given the Trustee a direction inconsistent
with such written request, it being understood and intended, and being
expressly covenanted by the taker and Holder of every Security or Coupon
with every other taker and Holder and the Trustee, that no one or more
Holders of Securi-

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ties of any series or Coupons will have any right in any manner whatever by
virtue or by avoiding of any provision of this Indenture to affect, disturb
or prejudice the rights of another Holder of Securities or Coupons or to
obtain a preference or priority over another Holder or to enforce any right
under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities and Coupons.

5.9 UNCONDITIONAL RIGHT OF HOLDER TO RECEIVE PRINCIPAL AND INTEREST
AND TO INSTITUTE CERTAIN SUITS. Notwithstanding any other provision in this
Indenture and any provision of any Security, the right of any Holder of a
Security or Coupon to receive payment of principal of and interest on such
Security or Coupon on or after the respective due dates expressed therein, or to
bring suit to enforce any such payment on or after such respective dates, will
not be impaired or affected without the consent of such Holder.

5.10 POWERS AND REMEDIES CUMULATIVE. Except as provided with respect
to the replacement or payment of mutilated, defaced, destroyed, lost or stolen
Securities of Coupons in Section 2.9, 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. Every right and remedy will, 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, will not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.

5.11 DELAY OR OMISSION NOT WAIVER OF DEFAULT. No delay or omission of
the Trustee or of any Holder to exercise any right or remedy accruing upon an
Event of Default will impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein. Subject to Section 5.6,
every power and remedy given by this Article V or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as deemed
expedient, by the Trustee or by the Holders, as the case may be.

5.12 CONTROL BY MAJORITY. Subject to Sections 2.3, 6.1 and 6.2(e),
the Holders of a majority in aggregate principal amount (or, if any Securities
are Original Issue Discount Securities, such portion of the principal as may
then be accelerated under Section 5.2) of the Outstanding Securities of each
series affected may 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 by
this Indenture, PROVIDED, that such direction will not be otherwise than in
accordance

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with the law and the provisions of the Indenture and PROVIDED, FURTHER, that
(subject to Section 6.1) the Trustee will have the right to decline to follow
any such direction if the Trustee, being advised by counsel, determines that the
actions or proceeding so directed may not lawfully be taken or if the Trustee in
good faith by its board of directors, the executive committee, or a trust
committee of directors or Responsible Officers of the Trustee determines that
the action or proceeding so directed would (i) conflict with law or this
Indenture, (ii) involve the Trustee in personal liability or (iii) may be unduly
prejudicial to the rights of Holders not joining in the giving of such
direction, it being understood that (subject to Section 6.1) the Trustee has no
duty to ascertain whether such actions or forbearances are unduly prejudicial to
such Holders. The Trustee may take any other action it deems proper that is not
inconsistent with any directions received from Holders pursuant to this Section
5.12.

5.13 WAIVER OF DEFAULTS. Unless otherwise set forth in Section
2.3, prior to the acceleration of the maturity of any Securities as provided
in Section 5.2, the Holders of a majority in aggregate principal amount (or,
if the Securities are Original Issue Discount Securities, such portion of the
principal may then be accelerated under Section 5.2) of the Outstanding
Securities of any series affected may, on behalf of the Holders of all
Securities of such series and any Coupons appertaining thereto, waive an
existing Default or Event of Default with respect to the Securities of such
series and its consequences, except a default (a) in the payment of principal
of or interest on any Security of such series as specified in Sections 5.1(a)
and 5.1(b) or (c) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the Holder of each Outstanding
Security affected. Upon any such waiver, such default will cease to exist,
and any Event of Default with respect to the Securities of such series will
be deemed to have been cured for every purpose of this Indenture, but no such
waiver will extend to any subsequent or other default or impair any right
consequent thereon.

5.14 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN CERTAIN
CIRCUMSTANCES. The Trustee will, within 90 days after the occurrence of a
Default known to it with respect to Securities of any series, give notice to all
Defaults with respect to that series known to the Trustee (i) if any Bearer
Securities of that series are then Outstanding, to the Holders thereof, by
publications at least once in an Authorized Newspaper in the Borough of
Manhattan, in the City of New York and at least once in an Authorized Newspaper
in London (and, if required by Section 3.6, at least once in an Authorized
Newspaper in Luxembourg) and (ii) to all Holders of then Outstanding Registered
Securities of such

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series as the names and addresses of such Holders appear upon the registry books
of the Company, and to other Holders of Securities of such series as have filed
their names and addresses with the Trustee within two years preceding the giving
of such notice, unless such Default has been cured before the mailing or
publication of such notice; PROVIDED that, except in the case of Default in the
payment of the principal of or interest on any of the Securities of such series,
or in paying any sinking fund installment with respect to the Securities of such
series, the Trustee will be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors or trustees and/or Responsible Officers in good faith determines that
the withholding of such notice is in the interests of the Holders thereof.

5.15 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY COSTS. In
any suit for the enforcement of any right or remedy under this Indenture or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
in either case in respect of Securities of any series, a court may require any
party litigant in such suit (other than the Trustee) to file an undertaking to
pay the costs of the suit, and the court may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant (other than the Trustee)
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant. This Section 5.15 does not apply to any
suit by (i) the Trustee, (ii) any Holder under Section 5.9, (iii) a group of
Holders of, in the aggregate, more than 10% in aggregate principal amount of the
Outstanding Securities of such series, (iv) in the case of any suit relating to
or arising under Section 5.1(c) or (f) (if the suit relates to Securities of
more than one but less than all series), a group of Holders, in the aggregate,
more than 10% in aggregate principal amount of Outstanding Securities of the
series thereby affected, (v) if a suit under Section 5.1(c) or (f) relates to
all Outstanding Securities then Outstanding), a group of Holders, in the
aggregate, more than 10% in aggregate principal amount of all Securities, or
(vi) to any suit instituted by any Holder for the enforcement of the payment of
the principal of or interest on any Security on or after the due date expressed
in such Security or any date fixed for redemption.

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ARTICLE VI

CONCERNING THE TRUSTEE

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

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

(a) prior to the occurrence of an Event of Default with respect
to the Securities of any series and after the curing or waiving of all such
Events of Default with respect to such series which may have occurred; in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any statements, certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in the
case of any such statements, certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
will be under a duty to examine the same to determine whether or not they
conform to the requirements of this Indenture;

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

(c) the Trustee will not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction

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of the Holders pursuant to Section 5.12 relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

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

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

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

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

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

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

(d) the Trustee may consult with counsel and any written advice
or any Opinion of Counsel will be full and complete authorization and

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protection in respect of any action taken, suffered or omitted to be taken by it
hereunder in good faith and in reliance thereon;

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

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

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

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

6.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF SECURITIES
OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and in the
Securities, except the Trustee's certificates of authentication, and in any
Coupons

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will be taken as the statements of the Company, and neither the Trustee for any
series, nor any Authenticating Agent assumes any responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Indenture or of the Securities or Coupons, except that the
Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder,
and that the statements made by it or to be made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate. Neither
the Trustee for any series, any Authenticating Agent, nor the Trustee will be
accountable for the use or application by the Company of any of the Securities
or the proceeds thereof.

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

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

6.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR CLAIM.
The Company will pay in Dollars to the Trustee from time to time, such
compensation as the Company and the Trustee from time to time agree in writing
for all services rendered by it hereunder (which will not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). Except as otherwise expressly provided herein, the Company will pay or
reimburse the Trustee and each predecessor Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by or on behalf
of it in

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accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel,
attorneys, agents and other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence, willful
misconduct, or bad faith. The Company also will indemnify in Dollars the
Trustee and each predecessor Trustee for, and to hold it harmless against, any
and all loss, liability or expense, including taxes (other than taxes based upon
or measured by the income of the Trustee) incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of this Indenture or the trusts hereunder and its duties
hereunder, including the reasonable costs and expenses of defending itself
against or investigating any claim of liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligations of the
Company under this Section to compensate and indemnify the Trustee and each
predecessor Trustee and to pay or reimburse the Trustee and each predecessor
Trustee for reasonable expenses, disbursements and advances will constitute
additional indebtedness hereunder and will survive the satisfaction and
discharge of this Indenture. As security for the performance of the obligations
of the Company under this Section 6.6, the Trustee for any series of Securities
will have a prior claim to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the payment of
principal of or interest on particular Securities or Coupons.

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

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

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Trustee, will be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith thereof.

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

6.9 CORPORATE TRUSTEE REQUIRED; PERSONS ELIGIBLE FOR APPOINTMENT AS
TRUSTEE. There will at all times be a Trustee for each series of Securities
hereunder which will at all times be either (i) a corporation organized and
doing business under the laws of the United States, any state thereof or the
District of Columbia authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal, state or District
of Columbia authority or (ii) a corporation or other Person organized and doing
business under the laws of a foreign government that is permitted to act to a
rule, regulation or order of the Commission authorized under such laws to
exercise corporate trust powers, and subject to supervision or examination by
authority of such foreign government or a political subdivision thereof
substantially equivalent to supervision or examination applicable to United
States institutional trustees, in either case having a combined capital and
surplus of at least $50,000,000. Such corporation will have its principal place
of business or an agency in the Borough of Manhattan, the City of New York, if
there is such a corporation in such location willing to act upon reasonable and
customary terms and conditions. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then, for purposes of this
Section, the combined capital and surplus of such corporation are deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. The Company may, but need not, appoint a separate
Trustee for any one or more series of Securities. In case at any time the
Trustee ceases to be eligible in accordance with the provisions of this Section,
the Trustee will resign immediately in the manner and with the effect specified
in Section 6.10.

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

6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE. (a)
The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all series of Securities by giving written
notice of resignation to the Company and (i) if any Bearer Securities of a

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series affected are then Outstanding, by giving notice of such resignation to
the Holders thereof, by publication at least once in an Authorized Newspaper in
the Borough of Manhattan, the City of New York, and at least once in an
Authorized Newspaper in London (and, if required by Section 3.6, at least once
in an Authorized Newspaper in Luxembourg), (ii) if any Bearer Securities of a
series affected are then Outstanding, by mailing notice of such resignation to
the Holders thereof who have filed their names and addresses with the Trustee
within two years preceding the giving of such notice at such addresses as were
so furnished to the Trustee and (iii) by mailing notice of such resignation to
the Holders of then Outstanding Registered Securities of each series affected at
their addresses as they appear on the Security Register. Upon receiving such
notice of resignation, the Company will promptly appoint a successor Trustee or
Trustees with respect to the applicable series by written instrument in
duplicate, executed by authority of the Board of Directors, one copy of which
instrument will be delivered to the resigning Trustee and one copy to the
successor Trustee or Trustees. If no successor Trustee has been so appointed
with respect to any series and have accepted appointment within 30 days after
the mailing of such notice of resignation, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor Trustee,
or any Holder who has been a bona fide Holder of a Security of the applicable
series for at least six months may, subject to the provisions of Section 5.15,
on behalf of such Holder and all others similarly situated, petition any such
court for the appointment of a successor Trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor Trustee.

(b) If at any time:

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

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

(iii) the Trustee becomes incapable of acting with
respect to any series of Securities, or is adjudged bankrupt or

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insolvent, or a receiver or liquidator of the Trustee or of its property is
appointed, or any public officer takes charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation
or liquidation;

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

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

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

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

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

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

If a successor Trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each
successor Trustee with respect to the Securities of such series will execute and
deliver an indenture supplemental hereto which (i) will contain such provisions
as are deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the predecessor Trustee with respect to the Securities of
any series as to which the predecessor Trustee is not retiring will continue to
be vested in the predecessor Trustee and (ii) will add to or change any of the
provisions of this Indenture as will be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture will constitute
such Trustees co-trustees of the same trust and that each such Trustee will be
Trustee of a trust or trusts under separate indentures.

No successor Trustee with respect to any series of Securities will
accept appointment as provided in this Section 6.11 unless at the time of such

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acceptance such successor Trustee is qualified under Section 310(b) of the
Trustee Indenture Act and eligible under the provisions of Section 6.9.

Upon acceptance of appointment by any successor Trustee as provided in
this Section 6.11, the Company will give notice thereof (a) if any Bearer
Securities of a series affected are then Outstanding, to the Holders thereof, by
publication of such notice at least once in an Authorized Newspaper in the
Borough of Manhattan, the City of New York, and at least once in an Authorized
Newspaper in London (and, if required by Section 3.6, at least once in an
Authorized Newspaper in Luxembourg), (b) if any Bearer Securities of a series
affected are then Outstanding, to the Holders thereof who have filed their names
and addresses with the Trustee within two years preceding the giving of such
notice, by mailing such notice to such Holders at such addresses as were so
furnished to the Trustee (and the Trustee will make such information available
to the Company for such purpose) and (c) to the Holders of Registered Securities
of each series affected, by mailing such notice to such Holders at their
addresses as they appear on the Security Register. If the acceptance of
appointment is substantially contemporaneous with the resignation, then the
notice called for by the preceding sentence may be combined with the notice
called for by Section 6.10. If the Company fails to give such notice within ten
days after acceptance of appointment by the successor Trustee, the successor
Trustee will cause such notice to be given at the expense of the Company.

Upon request of any such successor Trustee, the Company will execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in this
Section 6.11.

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

In case at the time such successor to the Trustee succeeds to the
trusts created by this Indenture any of the Securities of any series have been

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

6.13 APPOINTMENT OF AUTHENTICATING AGENT. As long as any Securities
of a series remain Outstanding, the Trustee may, by an instrument in writing,
appoint with the approval of the Company an authenticating agent (the
"AUTHENTICATING AGENT") which will be authorized to act on behalf of the Trustee
to authenticate Securities, including Securities issued upon exchange,
registration of transfer, partial redemption or pursuant to Section 2.9.
Securities of each such series authenticated by such Authenticating Agent will
be entitled to the benefits of this Indenture and will be valid and obligatory
for all purposes as if authenticated by the Trustee. Whenever reference is made
in this Indenture to the authentication and delivery of Securities of any series
by the Trustee or to the Trustee's Certificate of Authentication, such reference
will be deemed to include authentication and delivery on behalf of the Trustee
by an Authenticating Agent for such series and a Certificate of Authentication
executed on behalf of the Trustee by such Authenticating Agent. Such
Authenticating Agent will at all times be a corporation organized and doing
business under the laws of the United States or of any state thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000
(determined as provided in Section 6.9 with respect to the Trustee) and subject
to supervision or examination by federal, state or District of Columbia
authority. If such Authenticating Agent publishes reports of condition at least
annually pursuant to law or the requirements of such supervising or examining
authority, then for purposes of this Section, the combined capital and surplus
of such corporation are deemed to be its combined capital and surplus as set
forth in its most recent report or condition so published. If at any time an
Authenticating Agent for any series of Securities ceases to be eligible in
accordance with the provisions of this Section, such Authenticating Agent will
resign immediately in the manner and with the effect specified in this Section.

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

Any Authenticating Agent may at any time, and if it ceases to be
eligible will, resign by giving written notice of resignation to the Trustee and
to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time any Authenticating Agent ceases to be
eligible in accordance with the provisions of this Section 6.13 with respect to
one or more series of Securities, the Trustee will upon receipt of a Company
Order appoint a successor Authenticating Agent and the Company will provide
notice of such appointment to all Holders of Securities of such series in the
manner and to the extent provided in Section 11.4. Any successor Authenticating
Agent upon acceptance of its appointment hereunder will become vested with all
rights, powers, duties and responsibilities of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent. The Company agrees
to pay to the Authenticating Agent for such series from time to time reasonable
compensation. The Authenticating Agent for the Securities of any series will
have no responsibility or liability for any action taken by it as such at the
direction of the Trustee.

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

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

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

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ARTICLE VII

CONCERNING THE HOLDERS

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

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

The fact and date of the execution by any Holder of any instrument may be proved
by the certificate of any notary public or other officer of any jurisdiction
authorized to take acknowledgments of deeds or administer oaths that the Person
executing such instruments acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit will also constitute
sufficient proof of the authority of the Person executing the same. The fact of
the holding by any Holder of a Bearer Security of any series, and the
identifying number of such Bearer Security and the date of his holding the same,
may be proved by the production of such Bearer Security or by a certificate
executed by any trust company, bank, banker or recognized securities dealer
wherever situated satisfactory to the Trustee, if such certificate is deemed by
the Trustee to be satisfactory. Each such certificate will be dated and will
state that on the date thereof a Bearer Security of such series bearing a
specified identifying number was deposited with or exhibited to such trust
company, bank, banker or recognized securities dealer by the Person named in
such certificate. Any such certificate may be issued in respect of one or more
Bearer Securities of

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one or more series specified therein. The Trustee for such Securities and the
Company may assume that the ownership of any Bearer Security by the Person named
in any such certificate of any Bearer Securities will continue for a period of
one year from the date of such certificate unless at the time of any
determination of such holding (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Securities is produced, or (2)
the Bearer Security specified in such certificate is produced by some other
Person, or (3) the Bearer Security specified in such certificate is no longer
Outstanding. Subject to Sections 6.1 and 6.2, the fact and date of the
execution of any such instrument and the amount and numbers of Bearer Securities
of any series held by the Person so executing such instrument and the amount and
numbers of any Bearer Security or Securities for such series may also be proven
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee for such series or in any other manner which the Trustee for such
series may deem sufficient.

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

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

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such Person, or upon his order, will be valid, and, to the extent of the sum or
sums so paid effectual to satisfy and discharge the liability for moneys payable
upon any such Registered Security. The Company, the Trustee and any agent of
the Company or the Trustee may treat the Holder of any Bearer Security and the
Holder of any Coupon as the absolute owner of such Bearer Security or Coupon
(whether or not such Bearer Security or Coupon is overdue) for the purpose of
receiving payment thereof or on account thereof and for all other purposes and
neither the Company, the Trustee, nor any agent of the Company or the Trustee
will be affected by any notice to the contrary. All such payments so made to
any such Person, or upon his order, will be valid, and, to the extent of the sum
or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Bearer Security or Coupon.

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

7.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of

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holding as provided in this Article VII, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the
Holder of any Security will be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is
made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all
series, as the case may be, specified in this Indenture in connection with
such action will be conclusively binding upon the Company, the Trustee and
the Holders of all the Securities affected by such action.

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

ARTICLE VII

SUPPLEMENTAL INDENTURES

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

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into an indenture or indentures supplemental hereto for one or more of the
following purposes:

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

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

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

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

(e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make any other provisions as the Company may

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deem necessary or desirable, PROVIDED that no such action adversely affects the
interests of the Holders of the Securities or Coupons taken as a whole;

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

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

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

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

(j) to otherwise change or eliminate any of the provisions of
this Indenture; PROVIDED, HOWEVER, that any such change or elimination becomes
effective only when there is no Security Outstanding of any series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision;

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

(l) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to change
or eliminate any restrictions on the payment of principal on Registered
Securities or of principal or any interest on Bearer Securities, to permit
Registered Securities to be exchanged for Bearer Securities, to permit Bearer
Securities to be issued in exchange for Bearer Securities of other authorized
denominations, or to permit the issuance of uncertificated Securities and to
make all appropriate changes for such purposes; PROVIDED any such action does
not adversely affect the

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interests of the Holders of Securities of any series or any Coupons in any
material respect; or

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

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee is not be obligated to enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

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

8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. Unless
otherwise set forth in Section 2.3, with the consent (evidenced as provided in
Article VII) of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities and any Coupons of each series affected by
such supplemental indenture, the Company, when authorized by a resolution of its
Board of Directors (which resolution may provide general terms or parameters for
such action and may provide that the specific terms of such action may be
determined in accordance with or pursuant to a Company Order), and the Trustee

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may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the Holders
of the Securities of each such series and any Coupons; PROVIDED that no such
supplemental indenture:

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

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

(c) modifies any of the provisions of this Section 8.2, Section
5.13 or Section 3.12, except to increase any such percentage or to provide with
respect to any particular series the right to condition the effectiveness of any
supplemental indenture as to that series on the consent of the Holders of a
specified percentage of the aggregate principal amount of Outstanding Securities
of such series (which provision may be made pursuant to Section 2.3 without the
consent of any Holder) or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the Holder of each
Outstanding Security affected thereby; PROVIDED, HOWEVER, that this subsection
(c) is not deemed to require the consent of any Holder with respect to changes
in the references to "THE TRUSTEE" and concomitant changes in this

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Section 8.2 and Section 3.12, or the deletion of this proviso, in accordance
with the requirements of the second paragraphs of Section 6.11 and Section
8.1(k).

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

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

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

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section 8.2, the
Trustee will give notice thereof (i) to the Holders of then Outstanding
Registered Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they will
appear on the Security register, (ii) if any Bearer Securities of a series
affected thereby are then Outstanding, to the Holders thereof who have filed
their names and addresses with the Trustee within two years preceding the giving
of such notice, by mailing a notice thereof by first-class mail to such Holders
at such addresses as were so furnished to the Trustee and (iii) if any Bearer
Securities of a series affected thereby are then Outstanding, to all Holders
thereof, by publication of a notice thereof at least once in an Authorized
Newspaper in the Borough of Manhattan, the City of New York, and at least once
in an Authorized Newspaper in London

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(and, if required by Section 3.6, at least once in an Authorized Newspaper in
Luxembourg), and in each case such notice will set forth in general terms the
substance of such supplemental indenture. Failure of the Company to give such
notice, or any defect therein, will not, however, in any way impair or affect
the validity of any such supplemental indenture.

8.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture will be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities of each
series affected thereby will thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture will be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

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

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

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ARTICLE IX

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

9.1 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. Nothing
contained in this Indenture or in any of the Securities shall prevent any
consolidation or merger of the Company with any other corporation or
corporations (whether or not affiliated with the Company), or successive
consolidations or mergers, in which the Company or its successor or successors
will be a party or parties, or shall prevent any sale or conveyance of all or
substantially all the properties and assets of the Company and its Subsidiaries
as an entirety to any other Person (whether or not affiliated with the Company)
authorized to acquire and operate the same; PROVIDED, HOWEVER, that immediately
after giving effect to such transaction, no Default or Event of Default with
respect to any series of Securities will have occurred and be continuing; and
PROVIDED, FURTHER, that upon any such consolidation, merger, sale or conveyance,
other than a consolidation or merger in which the Company is the continuing
corporation, the due and punctual payment of the principal or interest on all of
the Securities and Coupons, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company, will be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the corporation (if other than the Company) formed
by such consolidation, or into which the Company has been merged, or which will
have acquired such property; and PROVIDED, FURTHER, that such corporation will
be incorporated under the laws of the United States, any state thereof or the
District of Columbia. Notwithstanding the first proviso in this paragraph, the
Company may merge or consolidate any Restricted Subsidiary into or with the
Company or any other direct or indirect wholly-owned Restricted Subsidiary of
the Company.

9.2 SUCCESSOR COMPANY SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the due and punctual payment
of the principal of or interest on all of the Securities and Coupons and the due
and punctual performance of all of the covenants and conditions of this
Indenture to be performed by the Company, such successor corporation will
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the Company. Such successor corporation thereupon may
cause to be signed, and may issue either in its own name or in the name of the
Company prior to

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such succession any or all of the Securities issuable hereunder, together with
any Coupons which theretofore have not been signed by the Company and delivered
to the Trustee; and, upon the order of such successor corporation instead of the
Company and subject to all the terms, conditions, and limitations in this
Indenture prescribed, the Trustee will authenticate and will deliver any
Securities, together with any Coupons which previously have been signed and
delivered by the officers of the Company to the Trustee, and any Securities,
together with any Coupons which such successor corporation thereafter will cause
to be signed and delivered to the Trustee for that purpose. All the Securities
so issued, together with any Coupons, will in all respects have the same legal
rank and benefit under this Indenture as the Securities and Coupons theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Securities and Coupons had been issued at the date of the execution
hereof.

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

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

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

ARTICLE X

SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS

10.1 SATISFACTION AND DISCHARGE OF INDENTURE.

If at any time (i) the Company will have paid or caused to be paid the
principal of and interest on all of the Securities of any

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series Outstanding hereunder and all Coupons (other than Securities of such
series and Coupons which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same have become
due and payable, or (ii) the Company will have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated and all
Coupons (other than any Securities of such series and Coupons which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 2.9) or (iii) in the case of any series of Securities where the exact
amount (including the currency of payment) of principal of and interest due on
such Securities can be determined at the time of making the deposit referred to
in clause (B) below, (A) all the Securities of such series and all Coupons not
theretofore delivered to the Trustee for cancellation have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (B) the Company will
have irrevocably deposited or caused to be irrevocably deposited with the
Trustee as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for and dedicated solely to the
benefit of the Holders of the Securities of such series and Coupons, (x) cash in
an amount (other than moneys repaid by the Trustee or any paying agent to the
Company in accordance with Section 10.4) or (y) in the case of any series of
Securities the payments on which may be made only in Dollars, direct obligations
of the United States, backed by its full faith and credit ("U.S. GOVERNMENT
OBLIGATIONS"), maturing as to principal and interest at such times and in such
amounts as will insure the availability of cash in an amount or (z) a
combination thereof, sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay the principal and interest on all Securities of
such series and all Coupons on each date that such principal or interest is due
and payable (whether at maturity or upon redemption (through

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

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

(A) the Company has irrevocably deposited or caused to
be irrevocably deposited with the Trustee as trust

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funds in trust for the purpose of making the following payments, specifically
pledged as security for and dedicated solely to the benefit of the Holders of
the Securities of such series and Coupons, (1) cash in an amount, (2) in the
case of any series of Securities the payments on which may be made only in
Dollars, U.S. Government Obligations, maturing as to principal and interest at
such times and in such amounts as will insure the availability of cash in an
amount or (3) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay the principal and
interest on all Securities of such series and any Coupons on each date that such
principal or interest is due and payable (whether at maturity or upon mandatory
redemption (through operation of a mandatory sinking fund or otherwise) other
than any redemption at the option of the Holder);

(B) no Default or Event of Default has occurred and be
continuing on the date of such deposit or, insofar as Sections 5.1(d) and
(e) are concerned, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition
will not be deemed satisfied until the expiration of such period);

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

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

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

(F) the Company has delivered to the Trustee an
Opinion of Counsel based on the fact that (x) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling
or (y) since the date hereof, there has

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been a change in the applicable federal income tax law, in either case to
the effect that, and such opinion will confirm that, the Holders of the
Securities of such series and any Coupons will not recognize income, gain
or loss for federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to federal income tax on the
same amount, in the same manner and at the same times as would have been
the case if such deposit and discharge had not occurred; and

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

(c) The Company will be released from its obligations under
Sections 3.7, 3.8 and 9.1 and any other covenants specified pursuant to Section
2.3 with respect to the Securities of any series and any Coupons on and after
the date the conditions set forth below are satisfied (hereinafter, "COVENANT
DEFEASANCE"). For this purpose, such covenant defeasance means that, with
respect to the Outstanding Securities of the applicable series, the Company may
omit to comply with and will have no liability in respect of any term, condition
or limitation set forth in such sections or any such covenant, whether directly
or indirectly by reason of any reference elsewhere herein to such sections or
any such covenant or by reason of any reference in such sections or any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute an Event of Default under Section 5.1,
but the remainder of this Indenture and such Securities and Coupons will be
unaffected thereby. The following will be the conditions to application of this
subsection (c) of this Section 10.1:

(A) the Company has irrevocably deposited or caused to
be irrevocably deposited with the Trustee as trust funds in trust for the
purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Securities
of such series and any Coupons, (1) cash in an amount, (2) in the case of
any series of Securities the payments on which may be made only in Dollars,
U.S. Government Obligations maturing as to principal and interest at such
times and in such amounts as will insure the availability of cash in an
amount or (3) a combination thereof, sufficient, in the

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opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to
pay the principal and interest on all Securities of such series and any
Coupons on each date that such principal or interest is due and payable
(whether at maturity or upon redemption (through operation of a mandatory
sinking fund or otherwise) other than any redemption at the option of the
Holder);

(B) no Default or Event of Default has occurred and is
continuing on the date of such deposit or, insofar as Sections 5.1(d) and
(e) are concerned, at any time during the period ending on the 91st day
after the date of such deposit (it being understood that this condition
will not be deemed satisfied until the expiration of such period);

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

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

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

(F) the Company has delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the Securities of such
series and any Coupons will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance
had not occurred; and

(G) the Company has delivered to the Trustee an
Officer's Certificate and an Opinion of Counsel, each

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stating that all conditions precedent relating to the covenant defeasance
contemplated by this subsection (c) have been complied with.

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

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

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

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

10.5 INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Company will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the U.S. Government Obligations deposited pursuant to Section
10.1 or the principal or interest received in respect of such obligations.

ARTICLE XI

MISCELLANEOUS PROVISIONS

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

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

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

11.4 NOTICES AND DEMANDS ON COMPANY, TRUSTEE AND HOLDERS OF SECURITIES
AND COUPONS. Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities and Coupons to or on the Company may be given or served by being
deposited postage prepaid, first-class mail (except as otherwise specifically
provided herein) addressed (until another address of the Company is filed by the
Company with the Trustee) to Ecolab Inc., Ecolab Center, 370 N. Wabasha Street,
St. Paul, Minnesota 51102-1390, Attention: General Counsel. Any notice,
direction, request or demand by the Company or any Holder of Securities and
Coupons to or upon the Trustee will be deemed to have been sufficiently given or
served by being deposited postage prepaid, first-class mail (except as otherwise
specifically provided herein) addressed (until another address of the Trustee is
filed by the Trustee with the Company) to The First National Bank of Chicago,
One First National Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention:
Corporate Trust Services Division.

Where this Indenture provides for notice to Holders of Registered
Securities, such notice will be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder entitled thereto, at his last address as it appears in the Security
Register. Where this Indenture provides for notice to Holders of Bearer
Securities who have filed their names and addresses within two years preceding
the giving of such notice, such notice will be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each Holder entitled thereto, at his last address as it
appears in such filing. Notice to other Bearer Securities will be by
publication as provided in Section 6.10(a)(i). In any case where notice to such
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder will affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver will be the equivalent of such notice. Waivers of notice by Holders
will be filed with the Trustee, but such filing will not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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In case, by reason of the suspension of or irregularities in regular
mail service, it is impracticable to mail notice to the Company when such notice
is required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as is reasonably satisfactory to the Trustee is
deemed to be a sufficient giving of such notice.

11.5 OFFICER'S CERTIFICATES AND OPINIONS OF COUNSEL, STATEMENTS TO BE
CONTAINED THEREIN. Upon any application or demand by the Company to the Trustee
to take any action under any of the provisions of this Indenture, the Company
will furnish to the Trustee an Officer's Certificate stating that all conditions
precedent provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

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

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

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opinions or representations with respect to the matters upon which such
officer's certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous.

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

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

11.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the date of
maturity of interest on or principal of the Securities of any series or Coupons
or the date fixed for redemption or repayment of any such Security or Coupon is
not a Business Day, then payment of interest or principal need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest will accrue for the period after such date.

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

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

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

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

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

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

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

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

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article xii

REDEMPTION OF SECURITIES AND SINKING FUNDS

12.1 APPLICABILITY OF ARTICLE. The provisions of this Article will be
applicable to the Securities of any series which are redeemable before their
maturity or to any sinking fund for the retirement of Securities of a series,
except as otherwise specified, as contemplated by Section 2.3, for Securities of
such series.

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

The notice of redemption to each such Holder will specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the CUSIP number of the Securities to be redeemed, the date fixed for
redemption, the redemption price, the place or place of payment, that payment

88
<PAGE>

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

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

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

If less than all the Securities of a series are to be redeemed, the
Trustee will select, in such manner as it deems appropriate and fair, Securities
of

89
<PAGE>

such series to be redeemed in whole or in part. Securities may be redeemed in
part in multiples of the minimum authorized denomination for Securities of such
series. The Trustee will promptly notify the Company in writing of the
Securities of such series selected for redemption and, in the case of any
Securities of such series selected for partial redemption, the principal amount
thereof to be redeemed. For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities of
any series will relate, in the case of any Security redeemed or to be redeemed
only in part, to the portion of the principal amount of such Security which has
been or is to be redeemed.

12.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice will become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after such
date (unless the Company defaults in the payment of such Securities at the
redemption price, together with interest accrued to such date) interest on the
Securities or portions of Securities so called for redemption will cease to
accrue, and any unmatured Coupons will be void, and, except as provided in
Sections 6.5 and 10.4, such Securities will cease from and after the close of
business on the date fixed for redemption to be entitled to any benefit under
this Indenture, and the Holders thereof will have no right in respect of such
Securities except the right to receive the redemption price thereof and unpaid
interest to the date fixed for redemption. On presentation and surrender of
such Securities at a Place of Payment specified in the notice, together with all
Coupons, if any, maturing after the date fixed for redemption, such Securities
or the specified portions thereof will be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption; PROVIDED that interest becoming due on or prior to
the date fixed for redemption is payable, in the case of Securities with any
Coupons, to the Holders of the Coupons for such interest upon surrender thereof
and, in the case of Registered Securities, to the Holders of such Registered
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.3 and 2.7 hereof.

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

90
<PAGE>

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

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

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

12.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount of any
sinking fund payment provided for by the terms of the Securities of any series
is herein referred to as a "MANDATORY SINKING FUND PAYMENT," and any payment in
excess of such minimum amount provided for by the terms of the Securities of any
series is herein referred to as an "OPTIONAL SINKING FUND PAYMENT." The date on
which a sinking fund payment is to be made is herein referred to as the "SINKING
FUND PAYMENT DATE."

In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Company may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except through a mandatory sinking fund
payment) by the Company or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Company and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section 12.5 or (c) receive credit
for Securities of such

91
<PAGE>

series (not previously so credited) redeemed by the Company through any optional
sinking fund payment. The Trustee will receive or credit Securities so
delivered or credited at the sinking fund redemption price specified in such
Securities.

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

If the sinking fund payment or payments (mandatory or optional or
both) to be made in cash on the next succeeding sinking fund payment date plus
any unused balance of any preceding sinking fund payments made in cash

92
<PAGE>

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

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

93
<PAGE>

The Trustee will not redeem or cause to be redeemed any Securities of
a series with sinking fund moneys or give any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities will
theretofore have been made, the Trustee will redeem or cause to be redeemed such
Securities; PROVIDED that it will have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such Default or Event of Default
occurs, and any moneys thereafter paid into the sinking fund, will, during the
continuance of such Default or Event of Default, be deemed to have been
collected under Article V and held for the payment of all such Securities. In
case such Event of Default has been waived as provided in Section 5.10 or the
Default cured on or before the 60th day preceding the sinking fund payment date
in any year, such moneys will thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section 12.5 to the redemption
of such Securities.

94
<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 November 1, 1996.

ECOLAB INC.

By: /s/ Kenneth A. Iverson
--------------------------------------------
Title: Vice President and Secretary
-----------------------------------------

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By: /s/ John R. Prendiville
---------------------------------------------
Title: Vice President
-----------------------------------------

<PAGE>

November 15, 1996

Ecolab Inc.
370 N. Wabasha Street
St. Paul, Minnesota 55102-1390

Re: Ecolab Inc. Registration Statement on
Form S-3 (No. 333-14771)
-------------------------------------

Ladies and Gentlemen:

We have acted as special counsel to Ecolab Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (No. 333-14771), as filed by the Company
on October 24, 1996 with the Securities and Exchange Commission (the
"Commission"), and Amendment No. 1 thereto, as filed November 15, 1996 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"). The Registration Statement relates to the
registration under the Securities Act of 1933, as amended (the "Act"), of the
Company's debt securities (the "Securities"), which are being registered for
offering and sale from time to time pursuant to Rule 415 under the Act, in an
aggregate principal amount not to exceed $200,000,000. The Securities are to
be issued pursuant to an Indenture (the "Indenture") between the Company and
The First National Bank of Chicago, as Trustee (the "Trustee").

This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement (together with the preliminary prospectus forming a
<PAGE>

Ecolab Inc.
November 14, 1996
Page 2

part thereof); (ii) the form of Underwriting Agreement for the Securities,
included as Exhibit 1 to the Registration Statement; (iii) the Indenture,
included as Exhibit 4.1 to the Registration Statement; (iv) the Restated
Certificate of Incorporation and By-Laws of the Company, as presently in effect;
and (v) certain resolutions adopted by the Board of Directors of the Company
relating to the issuance and sale of the Securities and related matters. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.

Members of our firm are admitted to the practice of law in the State
of Illinois, and we do not express any opinion as to the laws of any other
jurisdiction. We have relied as to matters of New York law on the opinion of
Skadden, Arps, Slate, Meagher & Flom LLP.

<PAGE>

Ecolab Inc.
November 14, 1996
Page 3

Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective and the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended; (ii) the
interest rate, maturity, redemption and other terms of the Securities as well
as the price at which the Securities are to be sold to the Underwriters
pursuant to the Underwriting Agreement and other matters relating to the
issuance and sale of the Securities have been approved by the appropriate
officers, directors or the Board of Directors of the Company; (iii) the
Underwriting Agreement has been duly executed and delivered; and (iv) the
Securities have been duly executed and authenticated in accordance with the
terms of the Indenture and delivered to and paid for by the Underwriters as
contemplated by the Underwriting Agreement, the issuance and sale of the
Securities will have been duly authorized, and the Securities will be valid
and binding obligations of the Company entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms,
except that to the extent enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the heading "Validity of Debt Securities" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

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

THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer
identification number)

One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)

The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)

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

Ecolab Inc.
(Exact name of obligor as specified in its charter)

Delaware 41-0231510
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

Ecolab Center
370 North Wabasha Street
St. Paul, Minnesota 55102-1390
(Address of principal executive offices) (Zip Code)

Debt Securities
(TITLE OF INDENTURE SECURITIES)
<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

2
<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 13th day of November, 1996.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

By /s/ John R. Prendiville
John R. Prendiville
Vice President

* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).

3
<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

November 13, 1996

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Ecolab Inc.
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

By /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE>

<S> <C>
EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount
outstanding of the last business day of the quarter.

SCHEDULE RC--BALANCE SHEET

C400 (-
DOLLAR AMOUNTS IN ---- ------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>

ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) . . . . 0081 3,572,641 1.a.
b. Interest-bearing balances (2) . . . . . . . . . . . . . . . . 0071 6,958,367 1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) . 1773 1,448,974 2.b.
3. Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and its Edge and
Agreement subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . . . . . . . . . 0276 5,020,878 3.a.
b. Securities purchased under agreements to resell. . . . . . . . 0277 918,688 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 19,125,160 4.a.
b. LESS: Allowance for loan and lease losses. . . . . . . . . . . RCFD 3123 379,232 4.b.
c. LESS: Allocated transfer risk reserve. . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . 2125 18,745,928 4.d.
5. Assets held in trading accounts . . . . . . . . . . . . . . . . . 3545 9,599,172 5.
6. Premises and fixed assets (including capitalized leases). . . . . 2145 623,289 6.
7. Other real estate owned (from Schedule RC-M). . . . . . . . . . . 2150 8,927 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M). . . . . . . . . . . . . . . . . . 2130 57,280 8.
9. Customers' liability to this bank on acceptances outstanding. . . 2155 632,259 9.
10. Intangible assets (from Schedule RC-M). . . . . . . . . . . . . . 2143 156,715 10.
11. Other assets (from Schedule RC-F) . . . . . . . . . . . . . . . . 2160 1,592,088 11.
12. Total assets (sum of items 1 through 11). . . . . . . . . . . . . 2170 49,335,206 12.

</TABLE>

- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

5
<PAGE>

<S> <C>
EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 06/30/96 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8

SCHEDULE RC-CONTINUED DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
--------- ------------
<S> <C> <C> <C> <C>

LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . . . RCON 2200 16,878,870 13.a.
(1) Noninterest-bearing (1) . . . . . . . . . . . . . . . . . . RCON 6631 7,855,880 13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . RCON 6636 9,022,990 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . . . RCFN 2200 12,677,057 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . . . RCFN 6631 766,936 13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . RCFN 6636 11,910,121 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased. . . . . . . . . . . . . . . . . . . . RCFD 0278 1,318,968 14.a.
b. Securities sold under agreements to repurchase . . . . . . . . RCFD 0279 1,197,589 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . . . . . RCON 2840 104,546 15.a.
b. Trading Liabilities. . . . . . . . . . . . . . . . . . . . . . RCFD 3548 6,431,784 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . . . . . RCFD 2332 4,437,636 16.a.
b. With original maturity of more than one year. . . . . . . . . RCFD 2333 75,308 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 283,041 17.
18. Bank's liability on acceptance executed and outstanding . . . . . RCFD 2920 632,259 18.
19. Subordinated notes and debentures . . . . . . . . . . . . . . . . RCFD 3200 1,275,000 19.
20. Other liabilities (from Schedule RC-G). . . . . . . . . . . . . . RCFD 2930 892,947 20.
21. Total liabilities (sum of items 13 through 20). . . . . . . . . . RCFD 2948 46,205,005 21.
22. Limited-Life preferred stock and related surplus. . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . . . . . RCFD 3838 0 23.
24. Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock). . . . . RCFD 3839 2,349,164 25.
26. a. Undivided profits and capital reserves . . . . . . . . . . . . RCFD 3632 584,878 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (3,951) 26.b.
27. Cumulative foreign currency translation adjustments . . . . . . . RCFD 3284 (748) 27.
28. Total equity capital (sum of items 23 through 27) . . . . . . . . RCFD 3210 3,130,201 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . . . . . RCFD 3300 49,335,206 29.

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1995 . . . . . . . . . . . . . . . RCFD 6724 / N/A / M.1.

1 = Independent audit of the bank conducted in accordance 4. = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.