GEORGIA GULF CORP /DE/, S-3, 1995-09-28

GEORGIA GULF CORP /DE/
S-3, 1995-09-28
INDUSTRIAL INORGANIC CHEMICALS

Previous: BOSTON CELTICS LIMITED PARTNERSHIP, 10-K, 1995-09-28

Next: CLARK DICK PRODUCTIONS INC, 10-K405, 1995-09-28

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1995

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 58-1563799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

400 PERIMETER CENTER TERRACE
SUITE 595
ATLANTA, GEORGIA 30346
(770) 395-4500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JERRY R. SATRUM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
GEORGIA GULF CORPORATION
400 PERIMETER CENTER TERRACE
SUITE 595
ATLANTA, GEORGIA 30346
(770) 395-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:

<TABLE>
<S> <C>
LISA A. STATER, ESQ. ROBERT E. BUCKHOLZ, JR., ESQ.
JONES, DAY, REAVIS & POGUE SULLIVAN & CROMWELL
3500 ONE PEACHTREE CENTER 125 BROAD STREET
303 PEACHTREE STREET, N.E. NEW YORK, NEW YORK 10004
ATLANTA, GEORGIA 30308
</TABLE>

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as possible after this Registration Statement becomes effective.
---------------------

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, check the following box. / /

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,
check the following box. / /
---------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(1)(2) PRICE(1)(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Notes due 2005........................... $100,000,000 100% $100,000,000 $34,483.00
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
(2) Assumes each $1,000 principal amount will be sold for 100% of the principal
amount thereof or $1,000.

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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

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.

SUBJECT TO COMPLETION, DATED SEPTEMBER 28, 1995

$100,000,000

GEORGIA GULF CORPORATION

% NOTES DUE 2005
------------------------
Interest on the Notes is payable on and
of each year, commencing , 1996. The Notes are not
redeemable prior to maturity. The Notes will be represented by one or more
global Notes and registered in the name of the nominee of The Depository Trust
Company. Beneficial interests in the global Notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC and
its participants. Except as described herein, Notes in definitive form will not
be issued. The Notes will be issued only in registered form in denominations of
$1,000 and integral multiples thereof. The Notes will trade in DTC's Same-Day
Funds Settlement System until maturity, and secondary market trading activity
for the Notes will therefore settle in immediately available funds. All payments
of principal and interest will be made by the Company in immediately available
funds. See "Description of Notes -- Same-Day Settlement and Payment".

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

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.

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

<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Per Note................................ % % %
Total................................... $ $ $
</TABLE>

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

(1) Plus accrued interest, if any, from , 1995.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting estimated expenses of $ payable by the Company.

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

The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that the Notes
will be ready for delivery in book-entry form only through the facilities of DTC
in New York, New York, on or about , 1995, against payment
therefor in immediately available funds.

GOLDMAN, SACHS & CO. CHASE SECURITIES, INC.
------------------------
The date of this Prospectus is , 1995.
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

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

AVAILABLE INFORMATION

Georgia Gulf Corporation, a Delaware corporation (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, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549; and at the
Commission's regional offices at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material may be obtained from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the New York Stock Exchange, Inc. Such reports, proxy statements and
other information may also be inspected at the office of such exchange, 20 Broad
Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") of which this Prospectus forms a part, with
respect to the Notes being offered hereby pursuant to the Securities Act of
1933, as amended (the "Securities Act"). As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information,
exhibits and undertakings contained in the Registration Statement. Such
additional information can be inspected at the principal office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of the
Registration Statement can be obtained from the Commission at prescribed rates
by writing to the Commission at such address.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994 and the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed by the Company with the Commission are
incorporated by reference in this Prospectus. All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of the offering of the Notes hereunder shall be deemed
to be incorporated herein by reference and shall be a part hereof from the date
of the filing of such documents. Any statements 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 such 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, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to: Georgia Gulf Corporation, 400
Perimeter Center Terrace, Suite 595, Atlanta, Georgia 30346, Attention: John F.
Walker (telephone number (770) 395-4587).

2
<PAGE> 4

THE COMPANY

Georgia Gulf Corporation ("Georgia Gulf" or the "Company") is a leading
manufacturer and marketer of quality chemical and plastic products. The
Company's products are manufactured through two highly integrated lines
categorized into electrochemicals and aromatic chemicals; and also a third
product line, methanol, a natural gas chemical. The Company's electrochemical
products include chlorine, caustic soda, sodium chlorate, vinyl chloride monomer
("VCM"), vinyl resins and compounds; the Company's aromatic chemical products
include cumene, phenol and acetone.

The Company's chemical products are generally intermediate chemicals that
are sold for further processing and use in a wide variety of applications. Some
of the more significant end-use applications include plastic piping, siding and
window frames made from vinyl resins; bonding agents for wood products and
ingredients in high quality plastics made from phenol; acrylic sheeting for
automotive and architectural products made from acetone; and MTBE, a gasoline
additive made from methanol. The Company estimates that the following
percentages of 1994 sales were made to manufacturers in the industries listed:
33% housing and construction, 26% plastics and fibers, 15% consumer products,
17% solvents and chemicals, 4% pulp and paper and 5% miscellaneous.

In the commodity chemicals industry, a company's cost position as well as
the balance of supply and demand in particular product lines significantly
affect earnings and cash flow results. Management believes that Georgia Gulf is
among the lowest cost producers in each of its product lines. In addition, the
Company has invested over $400 million in the past five years to maintain and
improve the efficiency of and expand its operating facilities. Management
believes that with the Company's low cost position and integrated product lines,
it is well positioned to compete in its various markets.

The Company's long-term strategy is to concentrate its efforts on products
and services in the chemical and plastic industries. These efforts include the
continuing investment in maintaining and improving the Company's low cost
position, as well as selective and prudent capacity additions or expansions that
could promote growth in present and closely related product lines.

The principal executive offices of the Company are located at 400 Perimeter
Center Terrace, Suite 595, Atlanta, Georgia 30346. The telephone number of the
Company at such address is (770) 395-4500.

USE OF PROCEEDS

The net proceeds from the sale of the Notes will be used to reduce
indebtedness under the Company's existing revolving credit facility. The Company
used availability under such facility to redeem, at par, the entire outstanding
principal amount of the Company's 15% Senior Subordinated Notes in April 1995.
The Company's existing revolving credit facility matures March 30, 2000 and
bears interest at fluctuating rates that resulted in an average interest rate of
6.35% for the first six months of 1995.

3
<PAGE> 5

SELECTED HISTORICAL FINANCIAL INFORMATION

The following selected historical financial information for each of the
five years in the period ended December 31, 1994 set forth below have been
derived from the consolidated financial statements of the Company audited by
Arthur Andersen LLP, independent public accountants. The historical financial
information for the six months ended June 30, 1994 and 1995 is derived from the
unaudited financial statements of the Company and, in the opinion of the
Company, includes all adjustments, consisting only of normal recurring accruals,
considered necessary for a fair presentation of such information. The
information for the fiscal year ended December 31, 1990 reflects a
recapitalization transaction of the Company effected April 27, 1990. The results
of operations for interim periods are not necessarily indicative of the results
to be expected for the full year. The information below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" which follows and the Company's consolidated
financial statements and related notes incorporated herein by reference.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------------------------------- -------------------
1990 1991 1992 1993 1994 1994 1995
--------- --------- --------- --------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............................ $ 932,104 $ 838,336 $ 779,455 $ 768,902 $955,305 $401,094 $589,859
Cost of sales........................ 661,448 626,672 616,802 619,540 677,919 310,062 369,912
Selling and administrative
expenses........................... 42,087 41,129 33,827 38,901 47,164 21,359 23,856
--------- --------- --------- --------- -------- -------- --------
Operating income..................... 228,569 170,535 128,826 110,461 230,222 69,673 196,091
Recapitalization expense............. (17,869) -- -- -- -- -- --
Interest expense..................... (63,161) (80,772) (61,216) (44,779) (37,557) (19,289) (15,852)
Interest income...................... 2,505 492 73 106 113 53 167
--------- --------- --------- --------- -------- -------- --------
Income before income taxes,
extraordinary charge and cumulative
effect of accounting change........ 150,044 90,255 67,683 65,788 192,778 50,437 180,406
Provision for income taxes........... 54,700 28,782 21,346 23,560 70,618 17,755 69,456
--------- --------- --------- --------- -------- -------- --------
Income before extraordinary charge
and cumulative effect of accounting
change............................. 95,344 61,473 46,337 42,228 122,160 32,682 110,950
Extraordinary charge on early
retirement of debt (net of tax
benefit of $6,834)................. -- -- -- (13,267) -- -- --
Cumulative effect of accounting
change for income taxes............ -- -- -- 12,973 -- -- --
--------- --------- --------- --------- -------- -------- --------
Net income........................... $ 95,344 $ 61,473 $ 46,337 $ 41,934 $122,160 $ 32,682 $110,950
========== ========== ========== ========== ========= ========= =========
BALANCE SHEET DATA (YEAR END):
Working capital...................... $ 50,131 $ 20,676 $ 57,465 $ 67,674 $126,668 $ 95,517 $ 97,854
Property, plant and equipment, net... 220,851 226,746 217,781 222,835 255,608 240,076 273,911
Total assets......................... 456,657 415,585 419,420 405,287 508,447 450,794 477,276
Total debt........................... 726,481 639,153 444,416 379,206 314,081 370,131 322,000
Stockholders' equity (deficit)....... (424,476) (357,512) (161,165) (110,577) 31,138 (70,689) 9,214
OTHER DATA:
Depreciation and amortization........ $ 19,834 $ 26,447 $ 29,583 $ 27,062 $ 27,774 $ 13,861 $ 16,114
Capital expenditures................. 58,111 28,273 14,261 29,583 59,142 30,480 31,704
Maintenance expenditures............. 42,985 42,853 47,664 43,141 46,033 26,367 27,713
EBITDA(1)............................ 248,403 196,982 158,409 137,523 257,996 83,534 212,205
Ratio of EBITDA to interest
expense(1)......................... 3.9x 2.4x 2.6x 3.1x 6.9x 4.3x 13.4x
Ratio of total debt to EBITDA(1)..... 2.9x 3.2x 2.8x 2.8x 1.2x N/A N/A
Ratio of earnings to fixed
charges(2)......................... 3.2x 2.1x 2.0x 2.3x 5.4x 3.3x 10.6x
</TABLE>

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

(1) EBITDA represents operating income plus depreciation and amortization. The
Company has included EBITDA data (which is not a measure of financial
performance under generally accepted accounting principles) because it
understands such data is used by certain investors as a measure of a
Company's ability to service debt.
(2) The ratio of earnings to fixed charges is calculated by dividing the sum of
earnings before fixed charges (net of capitalized interest) and income
taxes by fixed charges, which consist of interest expense (including
capitalized interest), amortization of debt issuance costs and the interest
portion of operating rental expense.

4
<PAGE> 6

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Company's consolidated
financial statements and related notes incorporated herein by reference.

RESULTS OF OPERATIONS

Georgia Gulf's financial performance for 1994 and the first six months of
1995 dramatically exceeded the results reported for 1993 as the Company
benefitted from the turnaround of several key domestic and international
markets. This turnaround was particularly evident in the rebounding pulp and
paper, automotive and construction markets where demand for the Company's
products resulted in increased sales and margins. Additionally, the expansion of
the gasoline-additive market, in response to Clean Air Act mandates, spurred the
demand for methanol, which significantly elevated profits for 1994 before
returning to historical levels.

Georgia Gulf operated its facilities at a historically high rate of 97
percent of stated capacity to meet the increased demand for its products during
1994. Operating rates for the first half of 1995 were 92 percent. Efficiencies
achieved from these higher production rates, coupled with higher sales prices,
boosted the return on sales to 18.8 percent for the first six months of 1995 and
12.8 percent for 1994 from 5.5 percent in 1993. The improved earnings also
enabled the Company to return to positive stockholders' equity at the end of
1994, eliminating the deficit resulting from the recapitalization of the Company
in 1990.

SIX MONTHS OF 1995 COMPARED WITH SIX MONTHS OF 1994:

For the six months ended June 30, 1995, net income per common share was
$2.74 on net income of $111.0 million and net sales of $589.9 million. This
compares to net income per common share of $0.77, net income of $32.7 million
and net sales of $401.1 million for the same period in 1994.

Operating income for the six months ended June 30, 1995, was $196.1
million, an increase of 181 percent from $69.7 million for the same period in
1994. For this period comparison, nearly all products experienced higher pricing
as demand increased overall sales prices by 43 percent. Aromatic chemicals,
vinyl resins and caustic soda experienced the strongest improvements over the
comparable prior period.

Selling and administrative expenses were $23.9 million for the six months
ended June 30, 1995, compared to $21.4 million for the same period in 1994. The
increase resulted primarily from charges relating to the Company's profit
sharing program and costs associated with a new revolving trade receivables
sales program.

Interest expense declined $3.4 million when comparing the first six months
of 1995 to the same period in 1994. This decline was attributable to a lower
debt balance during 1995 and reduced interest rates in connection with the
redemption of the Company's 15% Senior Subordinated Notes (the "Senior
Subordinated Notes") early in the second quarter of 1995.

The effective income tax rate for the six months ended June 30, 1995 was
38.5 percent, up from 35.2 percent for the same period in 1994 as a result of
higher taxable income, which minimized the effect of permanent tax differences.

1994 COMPARED WITH 1993

Net income increased 191 percent in 1994 to $122.2 million, or $2.88 per
share, compared to net income of $41.9 million, or $1.01 per share for 1993. Net
sales increased 24 percent to $955.3 million from $768.9 million in 1993. Sales
volumes rose 3 percent, surpassing the previous sales volume record set in 1993.
Additionally, sales prices were up for nearly all products, with the most
significant increases coming from methanol and vinyl resins, followed by caustic
soda. International sales increased 19 percent

5
<PAGE> 7

over 1993; however, these sales declined as a percentage of total sales to 13
percent in 1994 from 14 percent in 1993 as a result of stronger growth in
domestic sales.

Operating income was $230.2 million in 1994, an increase of 108 percent
over 1993 operating income of $110.5 million. Although the strongest earnings
contributions came from methanol and caustic soda, substantially all products
showed improved results as increases in sales prices outpaced higher raw
material costs. Selling and administrative expenses increased to $47.2 million
for 1994 from $38.9 million in 1993, primarily as a result of higher
compensation expense related to profit sharing programs and stock option plans.

Interest expense continued to decline from prior years to $37.6 million in
1994, a 16 percent decrease from $44.8 million in 1993. The Company's weighted
average interest rate increased slightly due to the rising interest rate
environment. However, significant reductions in debt over the past couple of
years, including a $65.1 million reduction in 1994, enabled the Company to
achieve sizable interest savings.

The effective income tax rate was 36.6 percent for 1994 as compared to 35.8
percent for 1993. The 1993 rate included an adjustment of 1.2 percent to revalue
deferred income tax balances for the increase in the federal statutory rate
during 1993. Excluding the impact of this 1993 adjustment, the tax rate for 1994
increased two percentage points as a result of higher taxable income, which
minimized the effect of permanent tax differences.

Results for 1993 reflect an extraordinary charge of $13.3 million relating
to an early debt retirement, which was offset by a $13.0 million benefit from a
change in method of accounting for income taxes.

1993 COMPARED WITH 1992

Net income of $41.9 million in 1993 declined 10 percent from $46.3 million
in 1992. Net sales decreased slightly to $768.9 million in 1993 from $779.5
million in 1992 despite over-all record sales volume in 1993. The decrease in
net sales resulted primarily from a significant decline in the selling price of
caustic soda throughout the year, which more than offset sales price increases
for other products.

Operating income of $110.5 million in 1993 reflects a decrease of $18.4
million from the amount reported in 1992. This decrease was primarily
attributable to the declining selling price for caustic soda. Raw material costs
were down slightly for 1993; however, overall cost of sales increased $2.7
million as a result of the higher sales volumes. Selling and administrative
expenses increased to $38.9 million in 1993 from $33.8 million in 1992. This
increase was largely attributable to a bad debt write-off of $1.9 million and to
the fact that in 1992, selling and administrative expenses were reduced by
approximately $1.0 million due to non-recurring insurance claim settlements
received during that year.

Interest expense in 1993 was $44.8 million as compared with $61.2 million
in 1992. This 27 percent decline was the result of lower interest rates achieved
from a first quarter 1993 debt refinancing and a further $65.2 million reduction
in debt during the year. As a result of the debt refinancing, the Company
incurred an extraordinary charge of $13.3 million, net of an income tax benefit
of $6.8 million.

The fiscal 1993 results were also affected by the Company's adoption
effective January 1, 1993, of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"), which changed the method of
accounting for income taxes from the deferred method to the liability method.
The adoption of SFAS 109 resulted in a cumulative one-time benefit of $13.0
million.

The effective federal and state income tax rate was 35.8 percent in 1993,
as compared to 31.5 percent in 1992. The higher effective rate for 1993 was
primarily attributable to the increase in the federal income tax rate of 1.0
percent and the resulting one-time charge of $800,000 to revalue deferred income
tax balances.

Net income per common share decreased to $1.01 per share in 1993 from $1.18
per share in 1992. The earnings per share calculations were impacted by lower
net income and the greater number of shares outstanding, which resulted after
the May 1992 common stock offering of 6.1 million shares.

6
<PAGE> 8

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended June 30, 1995, $159.3 million of cash was
generated by operating activities as compared to $36.0 million for the six
months ended June 30, 1994. Cash flow increased due to higher net income in
1995, along with working capital fluctuations. The majority of the change in
working capital was related to a $58.0 million reduction in receivables offset
in part by a decrease in accrued income taxes in 1995 of $21.5 million. The
reduction in receivables was primarily attributable to a $50.0 million sale of
trade receivables under the revolving trade receivables sales program.

Debt increased by $7.9 million during the six months ended June 30, 1995,
to a level of $322.0 million, which consisted of a revolving credit loan of
$217.0 million, a term loan of $100.0 million and other debt of $5.0 million.
The Company's $250 million revolving credit facility was replaced by a new $350
million revolving credit facility during the first quarter of 1995. The new
revolving credit facility contains more favorable terms, including reduced
interest rates, and fewer financial covenants and restrictions. On April 15,
1995, the Company used availability under the new revolving credit facility to
redeem, at par, the entire outstanding $191.1 million principal amount of the
Senior Subordinated Notes, which would have been due April 2000. On June 29,
1995, the Company entered into a $100.0 million seven-year term loan agreement
accompanied by interest rate swap agreements which fix the interest rate on the
term loan between 6.71 and 7.04 percent. Terms and conditions of the term loan
are similar to the current revolving credit facility.

Capital expenditures for the six months ended June 30, 1995, were $31.7
million as compared to $30.5 million for the same 1994 period. Previously
announced expansions to the Company's vinyl compound, cumene and vinyl chloride
monomer plants are all on schedule for completion in 1996. On May 16, 1995, the
Company announced an expansion to the Plaquemine phenol/acetone plant, which
will increase phenol and acetone capacity by 60 million pounds and 38 million
pounds, respectively. Capital expenditures will continue to increase over the
next two quarters to an annual level for 1995 of approximately $100 million.

Georgia Gulf repurchased nearly 1.6 million shares of common stock during
the second quarter of 1995 at a cost of $50.5 million, completing a 10 percent
stock buyback program initiated in December 1994. Approximately 4.17 million
shares were repurchased under this program at a total cost of $128.3 million for
an average price of $30.77 per share. Following the completion of this program,
the Company announced another 10 percent stock buyback program under which the
Company is authorized to retire an additional 3.8 million shares of common
stock.

The Company declared an $0.08 per share dividend for each of the first and
second quarters of 1995, which totalled $6.3 million.

Management believes that cash provided by operations and the availability
of cash under the Company's current debt agreements will provide sufficient
funds to support planned capital expenditures, dividends, stock repurchases,
working capital fluctuations and debt service requirements.

INFLATION

The most significant components of the Company's cost of sales are raw
materials and energy, which consist of basic commodity items. The cost of raw
materials and energy is based primarily on market forces and has not been
significantly affected by inflation. Also, inflation has not had a material
impact on the Company's sales or income from operations.

ENVIRONMENTAL

The Company's operations are subject to various federal, state and local
laws and regulations relating to environmental quality. These regulations, which
are enforced principally by the United States Environmental Protection Agency
and comparable state agencies, govern the management of solid and hazardous
waste; emissions into the air and underground waters; and the manufacture of
chemical substances. All of the plants operated by the Company meet current
environmental standards.

7
<PAGE> 9

Management believes that the Company is in material compliance with all
current environmental laws and regulations. The Company estimates that any
expenses incurred in maintaining compliance with these requirements will not
materially affect earnings or cause the Company to exceed its level of
anticipated capital expenditures. However, there can be no assurance that
regulatory requirements will not change, and it is not possible to accurately
predict the aggregate cost of compliance resulting from any such changes.

8
<PAGE> 10

DESCRIPTION OF BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

The Company has operated as an independent corporation since its
acquisition on December 31, 1984, of a major portion of the business and assets
of the chemical division of Georgia-Pacific Corporation ("Georgia-Pacific"). The
Company's operations include production units at five locations, several
marketing organizations responsible for the sale of the Company's products, a
research and development laboratory and a purchasing organization responsible
for the acquisition of all major raw materials. In most product areas, the
Company's marketing program is supported by an ongoing technical service effort.
At the Company's five manufacturing locations, it has twelve plants, six of
which are located at Plaquemine, Louisiana. The Company also leases storage
terminals and warehouses from which a portion of its products are distributed to
customers.

The Company's long-term strategy is to continue to concentrate its efforts
on products and services in the chemical and plastic industries. These efforts
include the continuing investment in maintaining and improving the Company's low
cost position, as well as selective and prudent capacity additions or expansions
that could promote growth in present and closely related product lines.

ELECTROCHEMICAL PRODUCTS

Chlorine/Caustic Soda/Sodium Chlorate. The Company's facility at
Plaquemine, Louisiana, has the annual capacity to produce 452 thousand tons of
chlorine, 501 thousand tons of caustic soda and 27 thousand tons of sodium
chlorate.

The major raw materials for such products are salt and electric power. The
Company has a long-term lease on a salt dome near Plaquemine, Louisiana, with
sufficient reserves of salt to last nearly 50 years at current rates of
production. The lease grants the Company the exclusive use of the salt dome for
the production of salt brine.

Electric power is the most significant cost component in the production of
chlorine, caustic soda and sodium chlorate. The Company's electrical
requirements are supplied by Louisiana Power and Light Company, pursuant to an
agreement that terminates September 1998, at rates which recognize the lower
cost of supplying a very large, high load-factor customer.

9
<PAGE> 11

Chlorine is used in the production of various chemicals, including those
used to make plastics and vinyl resins. Other applications include drinking
water purification and wastewater disinfection, pulp and paper bleaching,
agricultural products, laundry aids and pharmaceuticals.

Chlorine is used by the Company in the production of VCM, which is then
used to produce vinyl resins. In 1994, the amount of chlorine consumed in the
production of VCM represented a majority of the Company's chlorine production.
The Company sells the remaining chlorine principally to the pulp and paper and
chemical industries.

The major uses of caustic soda are in the production of pulp and paper,
aluminum, oil, soaps and detergents. Caustic soda also has significant
applications in the production of other chemicals and chemical processes where
caustic is used to control pH levels aiding in waste neutralization. Another use
is in the textile industry where it makes fabrics more absorbent and improves
the strength of dyes. Caustic soda is also used, to a lesser extent, in food
processing and electroplating.

Sodium chlorate has major applications in the bleaching process for pulp
and paper. Sodium chlorate is also an ingredient in blasting agents, explosives
and solid rocket fuels.

Vinyl Chloride Monomer. The Company produces VCM at its Plaquemine,
Louisiana, complex as the feedstock for the production of vinyl resins. The
major raw materials used in VCM production are purchased ethylene and
Company-produced chlorine. The VCM plant's annual capacity is 1.26 billion
pounds. A majority of the VCM production in 1994 was used by the Company's vinyl
resins operations with the remainder being sold to other vinyl resins producers.

Vinyl Suspension Resins. The Company operates a vinyl suspension resins
plant at Plaquemine, Louisiana. The plant is located adjacent to its major raw
material supplier, the Company's VCM facility, thereby minimizing transportation
and handling costs. The annual production capacity is 1.12 billion pounds, of
which approximately one-fourth is used internally in vinyl rigid compounds.

Vinyl suspension resins are one of the most widely used plastics in the
world today. After being formulated to desired properties, vinyl resins are
heated and shaped into finished products by various extrusion, calendaring and
molding processes. Applications are diverse and include pipe, window frames,
siding, flooring, shower curtains, packaging, bottles, film, medical tubing and
business machine housings. These vinyl resins are also important to the
automotive industry for use in seats, trim, floormats and vinyl tops.

Vinyl Emulsion Resins. The Company's Delaware City, Delaware, facility
produces special purpose vinyl emulsion resins with an annual capacity of 48
million pounds. Vinyl emulsion resins, once compounded, are generally
semi-liquid and are processed with heat. Typical applications include filter
gaskets, battery separators, caulking compounds, sealants, surgical gloves,
bottle cap liners and squeeze toys.

Vinyl Rigid Compounds. The Company's vinyl compounding plants, which have
an aggregate of 290 million pounds of annual capacity, are located in
Tiptonville, Tennessee; Gallman, Mississippi; and Delaware City, Delaware. Vinyl
compounds are formulated to provide specific end-use properties that allow the
material to be thermoformed directly into a finished product. All sales of vinyl
compounds are to outside customers. The product line can be segregated into
three major product areas according to the following fabrication methods:

Blow Molding -- The Company is a supplier of blow molding compounds,
which are primarily used for both food-grade and general purpose bottles.
Supplied in both clear and opaque colors, the materials are used to package
edible oils, cosmetics, shampoos, charcoal lighter fluid and bottled water.

Injection Molding -- The Company supplies compounds used in the
business machine market for computer housings and keyboards. It also
supplies compounds to produce electrical outlet boxes. These proprietary
compounds, with extensive approval procedures by customers or regula-

10
<PAGE> 12

tory bodies, are sold to some of the leading international producers of
injection molded products. The Company also manufactures compounds for use
in pipe and furniture fittings.

Profile Extrusion -- The Company supplies profile extrusion markets,
which have applications in window and furniture profiles and extruded
sheets for household fixtures and decorative overlays. Profile extrusions
are an end-product for both pelletized and powder compounds.

AROMATIC CHEMICAL PRODUCTS

Cumene. Cumene is produced at the Company's Pasadena, Texas, facility
located on the Houston ship channel. The Company's cumene plant, the world's
largest, has an annual capacity of 1.42 billion pounds. Cumene is produced from
benzene and propylene, which are purchased from various suppliers under supply
agreements and obtained from the numerous petroleum complexes located in the
surrounding area. A large portion of the Company's 1994 cumene output was
consumed internally in the production of phenol and its co-product acetone.

Phenol/Acetone. Phenol and acetone are produced at the Company's
Plaquemine, Louisiana plant, which has approximately 440 million pounds of
annual phenol capacity and 270 million pounds of annual acetone capacity, as
well as at the Pasadena, Texas, plant where annual capacity is 160 million
pounds of phenol and 100 million pounds of acetone.

Phenol is a major ingredient in phenolic resins which are used extensively
as bonding agents and adhesives for wood products such as plywood and granulated
wood panels, as well as in insulation and electrical parts. Phenol is also a
precursor to high performance plastics used in automobiles, household
appliances, electronics and protective coating applications. Phenol also serves
as an important building block for other familiar products such as nylon
carpeting, oil additives and pharmaceuticals.

The largest use for acetone is as a key ingredient to methyl methacrylate,
which is used to produce acrylic sheeting and in surface coating resins for
automotive and architectural markets. Acetone is also an intermediate for the
production of engineering plastics and several major industrial solvents. Other
uses range from wash solvents for automotive and industrial applications to
pharmaceuticals and cosmetics.

Also as a result of the phenol/acetone manufacturing process, the Company
produces a by-product, alpha-methylstyrene ("AMS"), which is primarily used as a
polymer modifier and as a chemical intermediate.

NATURAL GAS PRODUCT

Methanol. Methanol is produced at the Company's plant at Plaquemine,
Louisiana, with an annual capacity of 160 million gallons. Natural gas
represents the majority of the cost of methanol. The Plaquemine facility is
located in the center of Louisiana's oil and gas producing region and has three
separate pipeline systems delivering gas to the plant. The natural gas is
purchased by the Company under long-term contracts at market prices from gas
pipeline companies and directly from gas producers.

A key use for methanol is in the production of methyl tertiary-butyl ether,
or MTBE, a gasoline additive that promotes cleaner burning by adding oxygen.
Methanol is also used as a raw material in the manufacture of formaldehyde,
which is an ingredient in bonding agents for building materials such as
granulated wood panels and plywood. Other applications for methanol include
windshield washer fluid, solvents, and components of acrylic sheeting, coatings,
fibers and household adhesives.

GREAT RIVER OIL & GAS CORPORATION

The Company owns Great River Oil & Gas Corporation, a small oil and gas
exploration company, with activities centered in southern Louisiana. This
subsidiary enhances the reliability of a small portion of the natural gas
requirements at the Company's Plaquemine, Louisiana, complex.

11
<PAGE> 13

GEORGIA-PACIFIC CONTRACT

The Company has contracts to supply, subject to certain limitations, a
substantial percentage of Georgia-Pacific's requirements for certain chemicals
at market prices. These supply contracts have various expiration dates
(depending on the product) from 1996 through 1999 and may be extended
year-to-year upon expiration. The sales to Georgia-Pacific under these supply
contracts for the years ended December 31, 1994, 1993 and 1992 amounted to
approximately 15 percent, 15 percent and 14 percent of the Company's sales,
respectively.

MARKETING

The Company markets its products primarily to industrial customers
throughout the United States. The Company's products are sold by its sales
force, which is organized by product line. The sales organization, which is
located predominantly in the eastern and midwestern United States, is supported
by the Company's technical service staff.

The Company's marketing program has been aimed at expanding and
diversifying its customer base both domestically and internationally. Other than
Georgia-Pacific, no single customer represents more than 10 percent of the
Company's net sales. Export sales accounted for approximately 13 percent, 14
percent and 15 percent of the Company's net sales for the years ended December
31, 1994, 1993 and 1992, respectively. The principal international markets
served by the Company include Canada, Mexico, Latin America, Europe and Asia.

RAW MATERIALS

The most important raw materials purchased by the Company are salt,
electricity, ethylene, benzene, propylene and natural gas. Raw materials used
for production of the Company's products are usually purchased from various
suppliers under supply contracts. Since raw materials account for a significant
portion of the Company's total production costs, the Company's ability to pass
on increases in these costs to its customers has a significant impact on
operating results which is, to a large extent, related to market conditions.
Management believes the Company has a reliable supply base of raw materials
under normal market conditions. The impact of any future raw material shortages
cannot be accurately predicted.

COMPETITION

The Company experiences competition from numerous manufacturers in all of
its product lines. In some product areas, the Company's competitors have
substantially greater financial resources and are more highly diversified than
the Company. The Company competes on a variety of factors such as price, product
quality, delivery and technical service.

Management believes that the Company is well-positioned to compete as a
result of its integrated product lines, the operational efficiency of its plants
and the location of its facilities near major water and rail transportation
terminals.

EMPLOYEES

As of December 31, 1994, the Company had 1,146 full-time employees. The
Company also utilizes approximately 379 workers supplied by outside contractors.
The Company has one collective bargaining agreement, which covered 55 employees
at its Tiptonville, Tennessee, facility as of December 31, 1994.

DESCRIPTION OF PROPERTIES

The Company's asset base was established from 1971 to the present with
construction of the Plaquemine, Louisiana, complex; the construction of the
Pasadena, Texas, cumene plant; the purchase of the three vinyl resin and/or
compound plants; and the purchase of the Bound Brook, New Jersey, phenol/acetone
facility subsequently relocated to Pasadena, Texas, and modernized in 1990. The

12
<PAGE> 14

Company continues to explore ways to expand both its plant capacities and
product lines. The average capacity utilization percentage of the Company's
production facilities operating in 1994 was approximately 97 percent.

The Company's manufacturing facilities are located near major water and
rail transportation terminals facilitating efficient delivery of raw materials
and prompt shipment of finished products. In addition, the Company has a fleet
of 2,405 railcars of which 753 are owned and the remainder leased pursuant to
operating leases with varying terms through the year 2010. The total lease
expense for the Company's railcars and other transportation equipment was
approximately $8,408,000 for 1994.

LEGAL PROCEEDINGS

The Company is subject to claims and legal actions that arise in the
ordinary course of its business. Management believes that the ultimate
liability, if any, with respect to these claims and legal actions, will not have
a material effect on the financial position or on the results of operations of
the Company.

DESCRIPTION OF NOTES

The Notes are to be issued under an Indenture, to be dated as of
, 1995 (the "Indenture"), between the Company and LaSalle
National Bank, as Trustee (the "Trustee"). The Indenture is subject to and
governed by the Trust Indenture Act of 1939, as amended. The statements under
this caption relating to the Notes and the Indenture are summaries and do not
purport to be complete, and where reference is made to particular provisions of
the Indenture, such provisions, including the definition of certain terms, are
incorporated by reference as a part of such summaries or terms, which are
qualified in their entirety by such reference. Unless otherwise indicated,
references under this caption to sections, "sec." or articles are references to
the Indenture. A copy of the Indenture substantially in the form in which it is
to be executed has been filed with the Commission as an exhibit to the
Registration Statement of which this Prospectus is a part.

GENERAL

The Notes will be unsecured obligations of the Company, will be limited to
$ million aggregate principal amount and will mature on ,
. The Notes will bear interest at the rate per annum shown on the front
cover of this Prospectus from , 1995 or from the most recent
Interest Payment Date to which interest has been paid or provided for, payable
semiannually on and of each year,
commencing , 1996, to the Person in whose name the Note (or any
predecessor Note) is registered at the close of business on the preceding
or , as the case may be. Interest on the Notes
will be computed on the basis of a 360-day year of twelve 30-day months.
(sec.sec. 301, 307 and 310)

The Notes will not be redeemable prior to maturity and will not have the
benefit of any sinking fund.

BOOK-ENTRY SYSTEM

The Notes will be issued in the form of one or more fully registered global
notes (collectively, the "Global Notes"), which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Notes may be transferred, in whole and not in part, only to
the Depositary or another nominee of the Depositary.

The Depositary has advised the Company as follows: The Depositary is a
limited-purpose trust company organized under the laws of the State of New York,
a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and "clearing agency" registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, as amended. The Depositary was created to hold securities of institutions
that have accounts with the

13
<PAGE> 15

Depositary ("participants") and to facilitate the clearance and settlement of
securities transactions among its participants in such securities through
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
Depositary agrees with and represents to its participants that it will
administer its book-entry system in accordance with its rules and bylaws and
requirements of law.

Upon the issuance of the Global Notes, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Notes represented by such Global Notes to the accounts of participants. The
accounts to be credited shall be designated by the Underwriters. Ownership of
beneficial interests in the Global Notes will be limited to participants or
persons that may hold interests through participants. Ownership of interests in
the Global Notes will be shown on, the transfer of those ownership interests
will be effected only through, records maintained by the Depositary (with
respect to participants' interests) and such participants (with respect to the
owners of beneficial interest in the Global Notes through such participants).
The laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer beneficial interests in the Global
Notes.

So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Notes, the Depositary or such nominee, as the case may be,
will be considered the sole owner and holder thereof for all purposes of such
Notes and under the Indenture. Except as set forth below, owners of beneficial
interests in the Global Notes will not be entitled to have the Notes represented
by such Global Notes registered in their names, will not receive or be entitled
to receive physical delivery of certificated Notes in definitive form and will
not be considered to be the owners or holders of any Notes under the Indenture.
Accordingly, each person owning a beneficial interest in the Global Notes must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder of Notes under the Indenture or
the Global Notes. The Company understands that under existing industry practice,
in the event the Company requests any action of holders of Notes or an owner of
a beneficial interest in the Global Notes desires to take any action that the
Depositary, as the holder of the Global Notes, is entitled to take, the
Depositary would authorize the participants to take such action, and that the
participants would authorize beneficial owners owning through such participants
to take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

Payment of principal of and interest on Notes represented by the Global
Notes registered in the name of or held by the Depositary or its nominee will be
made to the Depositary or its nominee, as the case may be, as the registered
owner and holder of the Global Notes.

The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Notes, will credit immediately
participants' accounts with payment in amounts proportionate to their respective
beneficial interests in the principal amount of the Global Notes as shown on the
records of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in the Global Notes held through
such participants will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such participants. None of the Company, the Trustee or any agent of the Company
or the Trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Notes or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests or for any other aspect
of the relationship between the Depositary and its participants or the
relationship between such participants and the owners of beneficial interests in
the Global Notes owning through such participants.

14
<PAGE> 16

Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Notes may not be transferred except as a
whole by the Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.

The Notes represented by the Global Notes are exchangeable for certificated
Notes in definitive registered form in denominations of $1,000 and in any
greater amount that is an integral multiple thereof if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for the Global Notes or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, (ii)
the Company in its discretion at any time determines not to have all of the
Notes represented by the Global Notes and notifies the Trustee thereof or (iii)
an Event of Default with respect to the Notes has occurred and is continuing.
Any Notes that are exchangeable pursuant to the preceding sentence are
exchangeable for certificated Notes issuable in authorized denominations and
registered in such names as the Depositary shall direct. Subject to the
foregoing, the Global Notes are not exchangeable except for a Global Note or
Global Notes of the same aggregate denominations to be registered in the name of
the Depositary or its nominee.

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Notes will be made in immediately available funds. All
payments of principal and interest will be made by the Company in immediately
available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, the Notes
will trade in the Depositary's Same-Day Funds Settlement System until maturity,
and secondary market trading in the Notes will therefore be required by the
Depositary to settle in immediately available funds. No assurance can be given
as to the effect, if any, of settlement in immediately available funds on
trading activity in the Notes.

RESTRICTIONS ON SECURED DEBT

The Company will not itself, and will not permit any Restricted Subsidiary
to, incur or guarantee any evidence of indebtedness for money borrowed ("Debt")
secured by a mortgage, pledge or lien ("Mortgage") on any Principal Property of
the Company or any Restricted Subsidiary, or on any shares of stock of or Debt
of any Restricted Subsidiary, without effectively providing that the Notes are
secured equally and ratably with (or, at the Company's option, prior to) such
secured Debt, unless the aggregate amount of all such secured Debt, together
with all Attributable Debt of the Company and its Restricted Subsidiaries with
respect to sale and leaseback transactions involving Principal Properties (with
the exception of such transactions which are excluded as described in
"Restrictions on Sales and Leasebacks" below), would not exceed 10% of
Consolidated Net Tangible Assets.

The above restriction does not apply to, and there will be excluded from
Debt in any computation under such restriction, (i) Debt secured by Mortgages on
property of, or on any shares of stock of or Debt of, any corporation existing
at the date of original issuance of the Notes or at the time such corporation
becomes a Restricted Subsidiary, (ii) Debt secured by Mortgages in favor of the
Company or a Restricted Subsidiary, (iii) Debt secured by Mortgages in favor of
governmental bodies to secure progress or advance payments or payments pursuant
to contracts or statute, (iv) Debt secured by Mortgages on property, shares of
stock or Debt existing at the time of acquisition thereof (including acquisition
through merger or consolidation) and Debt secured by Mortgages to finance the
acquisition of property, shares of stock or Debt or to finance construction on
property which is incurred within 180 days of such acquisition or completion of
construction, (v) Debt secured by Mortgages securing industrial revenue or
pollution control bonds or similar financing, or (vi) any extension, renewal or
replacement of any Debt referred to in the foregoing clauses (i) or (iv).
(Section 1007)

15
<PAGE> 17

RESTRICTIONS ON SALES AND LEASEBACKS

Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property after the date of
original issuance of the Notes, unless the aggregate amount of all Attributable
Debt of the Company and its Restricted Subsidiaries with respect to such
transactions plus all secured Debt to which the restrictions described in
"Restrictions on Secured Debt" above apply would not exceed 10% of Consolidated
Net Tangible Assets.

This restriction does not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if (i) the lease is for a period of not in excess of three
years, including renewal rights, (ii) the sale or transfer of the Principal
Property is made within 180 days after the later of its acquisition or
completion of construction, (iii) the lease secures or relates to industrial
revenue or pollution control bonds or similar financing, (iv) the transaction is
between the Company and a Restricted Subsidiary or between Restricted
Subsidiaries, or (v) the Company or such Restricted Subsidiary, within 180 days
after the sale is completed, applies (A) to the retirement of the Notes, other
Funded Debt of the Company ranking on a parity with or senior to the notes, or
Funded Debt of a Restricted Subsidiary, or (B) to the purchase of other property
which will constitute a Principal Property having a value at least equal to the
value of the Principal Property leased, an amount equal to the greater of (i)
the net proceeds of the sale of the Principal Property leased, or (ii) the fair
market value of the Principal Property leased. In lieu of applying proceeds to
the retirement of Funded Debt, the Company may surrender debentures or notes
(including the Notes) to the Trustee for retirement and cancellation, or the
Company or a Restricted Subsidiary may receive credit for the principal amount
of Funded Debt voluntarily retired within 180 days after such sale. (Section
1008)

CERTAIN DEFINITIONS APPLICABLE TO COVENANTS

The term "Subsidiary" of the Company is defined as (i) a corporation more
than 50% of the voting stock of which is owned by the Company and/or one or more
Subsidiaries of the Company or (ii) any other Person (other than a corporation)
of which the Company and/or one or more Subsidiaries of the Company has at least
a majority ownership and power to direct the policies, management and affairs
thereof.

The term "Restricted Subsidiary" is defined as a Subsidiary of the Company
substantially all the property of which is located, or substantially all of the
business of which is carried on, within the United States and which owns a
Principal Property.

"Principal Property" is defined to mean any manufacturing or processing
plant or warehouse owned by the Company or any Restricted Subsidiary which is
located within the United States and the gross book value of which (including
related land, improvements, machinery and equipment without deduction of any
depreciation reserves) on the date as of which the determination is being made
exceeds 5% of Consolidated Net Tangible Assets, other than properties or any
portion of a particular property which in the opinion of the Company's Board of
Directors are not of material importance to the Company's business or to the use
or operation of such property.

"Attributable Debt" is defined to mean the total net amount of rent
required to be paid during the remaining primary term of certain leases,
discounted at a rate per annum equal to the interest rate on the Notes,
calculated in accordance with generally accepted financial practices.

"Consolidated Net Tangible Assets" is defined to mean the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting (i) all liabilities other than deferred income taxes, Funded Debt and
shareholders' equity, and (ii) all goodwill and other intangibles of the Company
and its consolidated Subsidiaries.

"Funded Debt" is defined to mean (i) all indebtedness for money borrowed
having a maturity of more than 12 months from the date as of which the
determination is made or having a maturity of 12 months or less but by its terms
being renewable or extendible beyond 12 months from such date at the option of
the borrower and (ii) rental obligations payable more than 12 months from such
date under

16
<PAGE> 18

leases which are capitalized in accordance with generally accepted accounting
principles (such rental obligations to be included as Funded Debt at the amount
so capitalized at the date of such computation and to be included for the
purposes of the definition of Consolidated Net Tangible Assets both as an asset
and as Funded Debt at the respective amounts so capitalized).

MERGERS, CONSOLIDATIONS AND CERTAIN SALES OF ASSETS

The Company may not, in a single transaction or a series of related
transactions, consolidate with or merge with or into any other Person or sell,
assign, convey, transfer or lease or otherwise dispose of all or substantially
all of its properties and assets to any Person or group of affiliated Persons,
or permit any of its Restricted Subsidiaries to enter into any such transaction
or transactions if such transaction or transactions, in the aggregate, would
result in a sale, assignment, transfer, lease or disposal of all or
substantially all of the properties and assets of the Company and its Restricted
Subsidiaries on a consolidated basis to any other Person or group of affiliated
Persons, unless: (1) in a transaction in which the Company does not survive or
in which the Company sells, leases or otherwise disposes of all or substantially
all of its assets, the successor entity to the Company is organized under the
laws of the United States of America or any State thereof or the District of
Columbia and shall expressly assume, by a supplemental indenture executed and
delivered to the Trustee in form satisfactory to the Trustee, all of the
Company's obligations under the Indenture; (2) immediately before and after
giving effect to such transaction and treating any Debt which becomes an
obligation of the Company or a Restricted Subsidiary as a result of such
transaction as having been Incurred by the Company or such Restricted Subsidiary
at the time of the transaction, no Event of Default or event that with the
passing of time or the giving of notice, or both, would constitute an Event of
Default shall have occurred and be continuing; (3) if, as a result of any such
transaction, property or assets of the Company or any Restricted Subsidiary
would become subject to a Mortgage prohibited by the provisions of the Indenture
described under "Restrictions on Secured Debt" above, the Company or the
successor entity to the Company shall have secured the Notes as required by said
covenant; and (4) certain other conditions are met. (sec. 801)

EVENTS OF DEFAULT

The following will be Events of Default under the Indenture: (a) failure to
pay principal of any Note when due; (b) failure to pay any interest on any Note
when due, continued for 30 days; (c) failure to perform any other covenant or
agreement of the Company under the Indenture or the Notes continued for 60 days
after written notice to the Company by the Trustee or Holders of at least 25% in
aggregate principal amount of Outstanding Notes; (d) default under the terms of
any instrument evidencing or securing Debt by the Company or any Restricted
Subsidiary having an outstanding principal amount of $25 million individually or
in the aggregate which default results in the acceleration of the payment of
such indebtedness or constitutes the failure to pay principal payments of such
indebtedness when due, which failure is not cured for 30 days; and (e) certain
events of bankruptcy, insolvency or reorganization affecting the Company or any
Restricted Subsidiary. (sec. 501) Subject to the provisions of the Indenture
relating to the duties of the Trustee in case an Event of Default (as defined)
shall occur and be continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request or
direction of any of the Holders, unless such Holders shall have offered to the
Trustee reasonable indemnity. (sec. 603) Subject to such provisions for the
indemnification of the Trustee, the Holders of a majority in aggregate principal
amount of the Outstanding Notes will 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. (sec. 512)

If an Event of Default (other than an Event of Default described in Clause
(e) above) shall occur and be continuing, either the Trustee or the Holders of
at least 25% in aggregate principal amount of the Outstanding Notes, with
respect to the Events of Default described in Clauses (a), (b) and (c) above, or
the Holders of at least 40% in aggregate principal amount of the Outstanding
Notes, with respect to the Event of Default described in Clause (d), may
accelerate the maturity of all Notes; provided, however, that after such
acceleration, but before a judgment or decree based on acceleration, the

17
<PAGE> 19

Holders of a majority in aggregate principal amount of Outstanding Notes may,
under certain circumstances, rescind and annul such acceleration if all Events
of Default, other than the non-payment of accelerated principal, have been cured
or waived as provided in the Indenture. If an Event of Default specified in
Clause (e) above occurs, the Outstanding Notes will ipso facto become
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. (sec. 502) For information as to waiver of defaults,
see "Modification and Waiver."

No Holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default (as defined) and unless also the Holders of at least 25% in aggregate
principal amount of the Outstanding Notes with respect to the Events of Default
described in Clauses (a), (b) and (c) above, or the Holders of at least 40% in
aggregate principal amount of the Outstanding Notes, with respect to the Event
of Default described in Clause (d) above, shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and the Trustee shall not have received from the Holders of a majority
in aggregate principal amount of the Outstanding Notes a direction inconsistent
with such request and shall have failed to institute such proceeding within 60
days. (sec. 507) However, such limitations do not apply to a suit instituted by
a Holder of a Note for enforcement of payment of the principal of or interest on
such Note on or after the respective due dates expressed in such Note.
(sec. 508)

The Company will be required to furnish to the Trustee quarterly a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (sec. 1019)

GOVERNING LAW

The Indenture and the Notes will be governed by the laws of the State of
New York.

DEFEASANCE

The Indenture will provide that, at the option of the Company, (A) if
applicable, the Company will be discharged from any and all obligations in
respect of the Outstanding Notes or (B) if applicable, the Company may omit to
comply with certain restrictive covenants and that such omission shall not be
deemed to be an Event of Default under the Indenture and the Notes, in either
case (A) or (B) upon irrevocable deposit with the Trustee, in trust, of money
and/or U.S. government obligations which will provide money in an amount
sufficient in the opinion of a nationally recognized firm of independent
certified public accountants to pay the principal of, and each installment of
interest, if any, on the Outstanding Notes. With respect to clause (B), the
obligations under the Indenture other than with respect to such covenants and
the Events of Default other than the Events of Default relating to such
covenants shall remain in full force and effect. Such trust may only be
established if, among other things (i) with respect to clause (A), the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or there has been a change in law, which in the Opinion of Counsel
provides that Holders of the Notes will not recognize 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, defeasance and
discharge had not occurred; or, with respect to clause (B), the Company has
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Notes will not recognize gain or loss for Federal income tax purposes as a
result of such deposit and defeasance 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 defeasance had not occurred; (ii) no Event of
Default or event that with the passing of time or the giving of notice, or both,
shall constitute an Event of Default shall have occurred or be continuing; (iii)
the Company has delivered to the Trustee an Opinion of Counsel to the effect
that such deposit shall not cause the Trustee or the trust so created to be
subject to the Investment Company Act of 1940; and (iv) certain other customary
conditions precedent are satisfied. (Article Twelve)

18
<PAGE> 20

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of a majority in aggregate
principal amount of the Outstanding Notes; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Note affected thereby, (a) change the Stated Maturity of the
principal of, or any installment of interest on, any Note, (b) reduce the
principal amount of, or interest on, any Note, (c) change the place or currency
of payment of principal of, or interest on, any Note, (d) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Note, (e) reduce the above-stated percentage of Outstanding Notes necessary to
modify or amend the Indenture, (f) reduce the percentage of aggregate principal
amount of Outstanding Notes necessary for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults or (g) modify any
provisions of the Indenture relating to the modification and amendment of the
Indenture or the waiver of past defaults or covenants, except as otherwise
specified. (sec. 902)

The Holders of a majority in aggregate principal amount of the Outstanding
Notes, on behalf of all Holders of Notes, may waive compliance by the Company
with certain restrictive provisions of the Indenture. (sec. 1010) Subject to
certain rights of the Trustee, as provided in the Indenture, the Holders of a
majority in aggregate principal amount of the Outstanding Notes, on behalf of
all Holders of Notes, may waive any past default under the Indenture, except a
default in the payment of principal or interest. (sec. 513)

THE TRUSTEE

The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. During the existence of an Event of Default, the Trustee will
exercise such rights and powers vested in it under the Indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.
(sec.sec. 601 and 605)

The Indenture and provisions of the Trust Indenture Act incorporated by
reference therein contain limitations on the rights of the Trustee, should it
become a creditor of the Company, to obtain payment of claims in certain cases
or to realize on certain property received by it in respect of any such claim as
security or otherwise. The Trustee is permitted to engage in other transactions
with the Company or any Affiliate, provided, however, that if it acquires any
conflicting interest (as defined in the Indenture or in the Trust Indenture
Act), it must eliminate such conflict or resign. (sec. 608)

19
<PAGE> 21

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each of the Underwriters has severally agreed to purchase, the
principal amount of the Notes set forth opposite its name below:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
---------------------------------------------------------- ----------------
<S> <C>
Goldman, Sachs & Co....................................... $
Chase Securities, Inc.....................................
----------------
Total........................................... $100,000,000
=============
</TABLE>

Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.

The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such price less a
concession of % of the principal amount of the Notes. The Underwriters may
allow, and such dealers may reallow, a concession not to exceed % of the
principal amount of the Notes to certain brokers and dealers. After the Notes
are released for sale to the public, the offering price and other selling terms
may from time to time be varied by the Underwriters.

The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the Notes.

The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.

Under rules of the National Association of Securities Dealers, Inc.
("NASD"), Chase Securities, Inc., which is a NASD member and is participating in
the Offering as an Underwriter, may be considered an affiliate of The Chase
Manhattan Bank (National Association), which will receive in the aggregate more
than ten percent of the net proceeds of the Offering. Accordingly, the Offering
is being made in conformity with Article III, Section 44(c)(8) of the Rules of
Fair Practice of the National Association of Securities Dealers ("NASD").

VALIDITY OF NOTES

The validity of the Notes offered hereby will be passed upon for the
Company by Jones, Day, Reavis & Pogue, Atlanta, Georgia, and for the
Underwriters by Sullivan & Cromwell, New York, New York.

EXPERTS

The Company's financial statements and schedules incorporated herein and in
the Registration Statement of which this Prospectus is a part have been audited
by Arthur Andersen LLP, independent public accountants, to the extent and for
the periods indicated in their reports thereon and have been incorporated herein
in reliance upon the authority of said firm as experts in giving such reports.

20
<PAGE> 22

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

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES
DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Documents Incorporated by Reference... 2
The Company........................... 3
Use of Proceeds....................... 3
Selected Historical Financial
Information......................... 4
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 5
Description of Business............... 9
Description of Notes.................. 13
Underwriting.......................... 20
Validity of Notes..................... 20
Experts............................... 20
</TABLE>

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

$100,000,000

GEORGIA GULF CORPORATION
% NOTES DUE 2005

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

PROSPECTUS

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

GOLDMAN, SACHS & CO.

CHASE SECURITIES, INC.

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 23

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses in connection with the offering are as follows:

<TABLE>
<CAPTION>
ITEM AMOUNT*
- ------------------------------------------------------------------------------ -----------
<S> <C>
Registration fee.............................................................. $ 34,483.00
Blue sky fees and expenses.................................................... 12,000.00
Printing and engraving expenses...............................................
Legal fees and expenses.......................................................
Accounting fees and expenses..................................................
Trustee fees and expenses.....................................................
Rating agency fees............................................................
Miscellaneous expenses........................................................
-----------
Total............................................................... $
============
</TABLE>

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

* All amounts estimated except the Registration fee.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article XIII of the Company's Certificate of Incorporation provides that to
the fullest extent permitted by the Delaware General Corporation Law, a Director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the Director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware Corporation Law or (iv) for any transaction from which the Director
derived any improper personal benefit.

The Company's Bylaws (Article XIII) provide that the Company shall
indemnify any person who was 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 Company), by reason of the fact that he is or was a Director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law provides that a corporation shall have
power 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 he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not,

II-1
<PAGE> 24

of itself, create a presumption that the person did not act in good faith and in
a manner which he 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 reasonable cause to believe that his conduct was unlawful.

Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power 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 or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty 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 upon application
that, despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of such court shall deem proper.

Section 145(g) of the Delaware General Corporation Law provides that a
corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of Section 145.

The Company maintains several directors and officers liability policies
which, subject to the terms and exclusions of the policies, cover any claim or
claims made during the period the policies are in force, against all persons who
were, now are or shall be duly elected directors or officers of the Company for
any actual or alleged error or misstatement or misleading statement or act or
omission or neglect or breach of duty by such persons insured while acting in
their individual or collective capacities, on any matter, nor excluded by the
terms and conditions of the policies, claimed against them solely by reason of
their being directors or officers of the Company. The limit of liability under
the policies is $50 million per policy year.

The Underwriting Agreement with the Underwriters relating to the Notes
offered hereby contains certain provisions relating to the indemnification by
the Underwriters of the Company and its directors, officers and controlling
persons and to the indemnification by the Company of the Underwriters and
certain of their controlling persons.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(A) EXHIBITS.

The following exhibits are filed as part of this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------------------
<C> <C> <S>
1 -- Form of Underwriting Agreement
4 -- Form of Indenture to be dated as of , 1995 between the Company and
LaSalle National Bank, as Trustee, relating to the Securities (including the form
of notes)
5 -- Form of opinion of Jones, Day, Reavis & Pogue re: legality
12 -- Statement re computation of ratios
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
</TABLE>

II-2
<PAGE> 25

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------------------
<C> <C> <S>
24 -- Power of Attorney (included in signature page)
25 -- Statement re eligibility of trustee on Form T-1 of LaSalle National Bank, as
Trustee (bound separately)
</TABLE>

ITEM 17. UNDERTAKINGS.

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 Section 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.

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 of 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 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.

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-3
<PAGE> 26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Atlanta, State of Georgia, on the 28th day of
September, 1995.

GEORGIA GULF CORPORATION

By: /s/ JERRY R. SATRUM
------------------------------------
Jerry R. Satrum,
President and Chief
Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry R. Satrum and Richard B. Marchese, jointly
and severally, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------- -------------------
<C> <S> <C>
/s/ JERRY R. SATRUM President, Chief Executive September 28, 1995
- --------------------------------------------- Officer and Director
Jerry R. Satrum (Principal Executive
Officer)

/s/ RICHARD B. MARCHESE Vice President -- Finance, September 28, 1995
- --------------------------------------------- Chief Financial Officer
Richard B. Marchese and Treasurer (Principal
Financial and Accounting
Officer)

/s/ JAMES R. KUSE Chairman of the Board and September 28, 1995
- --------------------------------------------- Director
James R. Kuse

/s/ JOHN D. BRYAN Director September 28, 1995
- ---------------------------------------------
John D. Bryan

/s/ DENNIS M. CHORBA Director September 28, 1995
- ---------------------------------------------
Dennis M. Chorba

/s/ ALFRED C. ECKERT III Director September 28, 1995
- ---------------------------------------------
Alfred C. Eckert III
Director , 1995
- ---------------------------------------------
Robert E. Flowerree
</TABLE>

II-4
<PAGE> 27

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- -------------------------- -------------------
<C> <S> <C>
/s/ HOLCOMBE T. GREEN, JR. Director September 28, 1995
- ---------------------------------------------
Holcombe T. Green, Jr.

/s/ EDWARD S. SMITH Director September 28, 1995
- ---------------------------------------------
Edward S. Smith
</TABLE>

II-5
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- ---------------------------------------------------------------------------------
<C> <C> <S>
1 -- Form of Underwriting Agreement
4 -- Form of Indenture to be dated as of , 1995 between the Company and
LaSalle National Bank, as Trustee, relating to the Securities (including the form
of notes)
5 -- Form of opinion of Jones, Day, Reavis & Pogue re: legality
12 -- Statement re computation of ratios
23(a) -- Consent of Arthur Andersen LLP
23(b) -- Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
24 -- Power of Attorney (included in signature page)
25 -- Statement re eligibility of trustee on Form T-1 of LaSalle National Bank, as
Trustee (bound separately)
</TABLE>

<PAGE> 1
EXHIBIT 1

GEORGIA GULF CORPORATION
___% Notes due ____________ __,

Underwriting Agreement

.............., 1995

Goldman, Sachs & Co.,
Chase Securities, Inc.,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.

Dear Sirs:

Georgia Gulf Corporation, a Delaware corporation (the
"Company"), proposes, subject to the terms and conditions stated herein, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") an aggregate of $100,000,000 principal amount of the Notes of
the Company specified above (the "Securities").

1. The Company represents and warrants to, and agrees with,
each of the Underwriters that:

(a) A registration statement in respect of the Securities has
been filed with the Securities and Exchange Commission (the
"Commission"); such registration statement and any post-effective
amendment thereto, each in the form heretofore delivered to you, and,
excluding exhibits thereto but including all documents incorporated by
reference in the prospectus contained therein, for each of the other
Underwriters have been declared effective by the Commission in such
form; no other document with respect to such registration statement or
document incorporated by reference therein has heretofore been filed
with the Commission; and no stop order suspending the effectiveness of
such registration statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in such registration statement or
filed with the Commission pursuant to Rule 424 (a) of the rules and
regulations of the Commission under the Securities Act of 1933, as
amended (the "Act"), being hereinafter called a "Preliminary
Prospectus"; the various parts of such registration statement,
including all exhibits thereto but excluding Form T-1 and including
(i) the information contained in the form of final prospectus filed
with the Commission pursuant to Rule 424(b) under the Act in
accordance with Section 5(a) hereof and deemed by virtue of Rule 430A
under the Act to be part of the registration statement at the time it
was declared effective and (ii) the documents incorporated by
reference in the

<PAGE> 2

prospectus contained in the registration statement at the time such
part of the registration statement became effective, each as amended
at the time such part of the registration statement became effective,
being hereinafter called the "Registration Statement": and such form
of final prospectus, in the form first filed pursuant to Rule 424 (b)
under the Act, being hereinafter called the "Prospectus"; and any
reference herein to any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the date of such Preliminary Prospectus or Prospectus, as the case may
be; and any reference to any amendment to the Registration Statement
shall be deemed to refer to and include any annual report of the
Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act
after the effective date of the Registration Statement that is
incorporated by reference in the Registration Statement);

(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
rules and regulations of the Commission thereunder, and did 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, in the light of the circumstances under which they
were made, not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through Goldman, Sachs & Co.
expressly for use therein;

(c) The documents incorporated by reference in the Prospectus,
when they were filed with the Commission, conformed in all material
respects to the requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act), and the rules and regulations of the
Commission thereunder, and 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 or any further amendment
or supplement thereto, 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 Act, the Trust Indenture
Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder and 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; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Company
by an Underwriter through Goldman, Sachs & Co. expressly for use
therein;

(d) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to
the requirements of the Act and the Trust Indenture Act and the rules
and regulations of the Commission 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 not misleading; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing

-2-
<PAGE> 3

to the Company by an Underwriter through Goldman, Sachs & Co.
expressly for use therein;

(e) Neither the Company nor any of its subsidiaries has
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Prospectus any material
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, otherwise
than as set forth or contemplated in the Prospectus; and, since the
respective dates as of which information is given in the Registration
Statement and the Prospectus, there has not been any change in the
capital stock (other than pursuant to the Company's employee stock
option or purchase plans or the Company's Savings and Capital Growth
Plan), working capital in excess of $ __________ million or long-term
debt in excess of $__________ million of the Company or any of its
subsidiaries or any material adverse change, or any development
involving a prospective material adverse change, in or affecting the
general affairs, management, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Prospectus;

(f) The Company and its subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title
to all personal property owned by them, in each case free and clear of
all liens, encumbrances and defects except such as are described in
the Prospectus or such as do not materially affect the value of such
property and do not interfere with the use made and proposed to be
made of such property by the Company and its subsidiaries; and any
real property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and
buildings by the Company and its subsidiaries;

(g) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus,
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts
any business, so as to require such qualification, or is subject to no
material liability or disability by reason of the failure to be so
qualified in any such jurisdiction; and each subsidiary of the Company
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation;

(h) The Company has an authorized capitalization as set forth
in the Prospectus, and all of the issued shares of capital stock of
the Company have been duly and validly authorized and issued and are
fully paid and non-assessable and conform to the description of the
capital stock contained in the Prospectus; and all of the issued
shares of capital stock of each subsidiary of the Company have been
duly and validly authorized and issued, are fully paid and
non-assessable and (except for directors' qualifying shares) are owned
directly or indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims;

(i) The Securities have been duly authorized and, when issued
and delivered pursuant to this Agreement will have been duly executed,
authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits
provided by the Indenture to be dated as of 1995 (the
"Indenture")

-3-
<PAGE> 4

between the Company and LaSalle National Bank, as Trustee (the
"Trustee"), under which they are to be issued, which will be
substantially in the form filed as an exhibit to the Registration
Statement; the Indenture has been duly authorized and duly qualified
under the Trust Indenture Act and, when executed and delivered by the
Company and the Trustee, the Indenture will constitute a valid and
legally binding instrument, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the Securities
and the Indenture will conform to the descriptions thereof in the
Prospectus;

(j) The issue and sale of the Securities and the compliance by
the Company with all of the provisions of the Securities, the
Indenture and this Agreement and the consummation of the transactions
herein and therein contemplated 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,
sale/leaseback agreement, loan agreement or other similar financing
agreement or instrument or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the
Certificate of Incorporation, as amended, or By-laws of the Company or
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 subsidiaries or any of their properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
issue and sale of the Securities or the consummation by the Company of
the transactions contemplated by this Agreement or the Indenture,
except the registration under the Act of the Securities, such as have
been obtained under the Trust Indenture Act and such consents,
approvals, authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection with
the purchase and distribution of the Securities by the Underwriters;

(k) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Company or any
of its subsidiaries is a party or of which any property of the Company
or any of its subsidiaries is the subject which, if determined
adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; and, to the best of
the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;

(l) Arthur Andersen LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of
the Commission thereunder;

(m) The Company (including its subsidiaries) does not conduct
business in any states except California, Delaware, Florida, Georgia,
Illinois, Louisiana, Maine, Massachusetts, Mississippi, New Jersey,
North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Texas
and Virginia; and

(n) No liens, encumbrances or defects in the title of any real
property of the Company have attached since the date of the title
policies with regard to such properties previously furnished to you.

-4-
<PAGE> 5

2. Subject to the terms and conditions herein set forth, 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 a purchase price of % of the principal amount thereof, plus accrued
interest from , 1995 to the Time of Delivery hereunder, the principal
amount of Securities set forth opposite the name of such Underwriter in
Schedule 1 hereto.

3. Upon the authorization by the Underwriters of the release
of the Securities, the several Underwriters propose to offer the Securities for
sale upon the terms and conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter
hereunder will be represented by one or more definitive global Securities in
book-entry form which will be deposited by or on behalf of the Company with The
Depository Trust Company ("DTC") or its designated custodian. The Company will
deliver the Securities to Goldman, Sachs & Co., for the account of each
Underwriter, against payment by or on behalf of such Underwriter of the
purchase price therefor by certified or official bank checks, payable to the
order of the Company in New York Clearing House (same day) funds, by causing
DTC to credit the Securities to the account of Goldman, Sachs & Co. at DTC.
The Company will cause the certificates representing the Securities to be made
available to Goldman, Sachs & Co. for checking at least twenty-four hours
prior to the Time of Delivery (as defined below) at the office of DTC or its
designated custodian (the "Designated Office"). The time and date of such
deliver and payment shall be 9:30 a.m., New York City time, on _____________,
1995, or such other time and date as Goldman, Sachs & Co. and the Company may
agree upon in writing. Such time and date are herein called the "Time of
Delivery".

(b) The documents to be delivered at the Time of Delivery
by or on behalf of the parties hereto pursuant to Section 7 hereof, including
the cross-receipt for the Securities and any additional documents requested by
the Underwriters pursuant to Section 7(i) hereof, will be delivered at the
offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004 (the
"Closing Location"), and the Securities will be delivered at the Designated
Office, all at the Time of Delivery. A meeting will be held at the Closing
Location at _____ p.m., New York City time, on the New York Business Day next
preceding the Time of Delivery, at which meeting the final drafts of the
documents to be delivered pursuant to the preceding sentence will be available
for review by the parties hereto. For the purposes of this Section 4, "New
York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in New York City are
generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day
following execution and delivery of this Agreement, or, if applicable,
such earlier time as may be required by Rule 43OA(a)(3) under the Act;
to make no further amendment or any supplement to the Registration
Statement or Prospectus which shall be disapproved by you promptly
after reasonable notice thereof; to advise you, promptly after it
receives notice thereof, of the time when the Registration Statement,
or any amendment thereto, has been filed or becomes effective or any
supplement to the Prospectus or any amended Prospectus has been filed
and to furnish you with copies thereof; 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

-5-
<PAGE> 6

and for so long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities; to advise you,
promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus or prospectus, of the suspension
of the qualification of the Securities for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending
or supplementing of the Registration Statement or 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 prospectus or suspending any such
qualification, to use promptly its best efforts to obtain its
withdrawal;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Securities for offering and sale
under the securities laws of such jurisdictions as you may request and
to comply with such laws so as to permit the continuance of sales and
dealings therein in such jurisdictions for as long as may be necessary
to complete the distribution of the Securities, provided that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process
in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with copies of the Prospectus in
New York City in such quantities as you may reasonably request, and,
if the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Securities and if at such
time any event shall 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 light of the circumstances under which
they were made when such Prospectus is delivered, not misleading, or,
if for any other reason it shall be necessary during such period to
amend or supplement the Prospectus or to file under the Exchange Act
any document incorporated by reference in the Prospectus in order to
comply with the Act or the Trust Indenture Act, to notify you and upon
your request to file such document and to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many
copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such
statement or omission or effect such compliance; and in case any
Underwriter is required to deliver a prospectus in connection with
sales of any of the Securities at any time nine months or more after
the time of issue of the Prospectus, upon your request but at the
expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or
supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon
as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c)), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Act
and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158);

(e) During the period beginning from the date hereof and
continuing to and including the later of (i) the termination of
trading restrictions on the Securities, as notified to the Company by
you, and (ii) the Time of Delivery, not to offer, sell, contract to
sell or otherwise dispose of any debt securities of the Company which
mature more than one year

-6-
<PAGE> 7

after the Time of Delivery and which are substantially similar to the
Securities, without your prior written consent;

(f) During a period of five years from the effective date of
the Registration to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and
deliver to you (i) as soon as they are available, copies of any
reports and financial statements furnished to or filed with the
Commission or any national securities exchange on which the Securities
or any class of securities of the Company is listed; and (ii) such
additional information concerning the business and financial condition
of the Company as you may from time to time reasonably request (such
financial statements to be on a consolidated basis to the extent the
accounts of the Company and its subsidiaries are consolidated in
reports furnished to its stockholders generally or to the Commission);
and

(g) To apply the net proceeds from the sale of the Securities
for the purposes set forth in the Prospectus.

6. The Company covenants and agrees with the several
Underwriters that the Company will pay or cause to be paid the following: (i)
the fees, disbursements and expenses of the Company's counsel and accountants
in connection with the registration of the Securities under the Act and all
other expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
this Agreement, any Agreement Among Underwriters, the Indenture, the Blue Sky
and any other documents in connection with the offering, purchase, sale and
delivery of the Securities; (iii) all expenses in connection with the
qualification of the Securities for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements
of counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky survey; (iv) any fees charged by securities rating
services for rating the Securities; (v) the filing fees incident to any
required review by the National Association of Securities Dealers, Inc. of the
terms of the sale of the Securities; (vi) the cost of preparing the Securities;
(vii) the fees and expenses of the Trustee and any agent of the Trustee and the
fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities; and (viii) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 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 Securities by them,
and any advertising expenses connected with any offers they may make.

7. The obligations of the Underwriters hereunder shall be
subject, in their discretion, to the condition that all representations and
warranties and other statements of the Company herein are, at and as of the
Time of Delivery, true and correct, the condition that the Company shall have
performed all of its obligations hereunder theretofore to be performed, and the
following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424 (b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
issued and no proceeding for that purpose shall have been initiated or
threatened by the Commission; and all requests for additional

-7-
<PAGE> 8

information on the part of the Commission shall have been complied
with to your reasonable satisfaction;

(b) Sullivan & Cromwell, counsel for the Underwriters, shall
have furnished to you such opinion or opinions (a draft of each such
opinion is attached as Annex II(a) hereto), dated the Time of
Delivery, with respect to the incorporation of the Company, this
Agreement, the validity of the Indenture, the Securities, the
Registration Statement, the Prospectus, and other related matters as
you may reasonably request, and such counsel shall have received such
papers and information as they may reasonably request to enable them
to pass upon such matters;

(c) Jones, Day, Reavis & Pogue, counsel for the Company, shall
have furnished to you their written opinion (a draft of such opinion
is attached as Annex II(b) hereto), dated the Time of Delivery, in
form and substance satisfactory to you to the effect that:

(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus;

(ii) The Company has an authorized capitalization as
set forth in the Prospectus, and all of the issued shares of
capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;

(iii) Each subsidiary of the Company has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation;
and all of the issued shares of capital stock of each such
subsidiary have been duly and validly authorized and issued,
are fully paid and non-assessable, and (except for directors'
qualifying shares) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities
or claims (such counsel is entitled to rely [on the opinion of
Virgin Islands counsel satisfactory to you only with respect
to Georgia Gulf Export Corporation]);

(iv) Such counsel is not acting as counsel for the
Company in any pending litigation in which the Company is a
party, and has not had referred to it by the Company for legal
advice or legal representation any matter that such counsel
believes might be deemed to be overtly threatened litigation
in which the Company may become a party, except as disclosed
on the Annex attached to such opinion;

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

(vi) The Securities have been duly authorized,
executed, authenticated, issued and delivered and constitute
valid and legally binding obligations of the Company entitled
to the benefits provided by the Indenture; and the Securities
and the Indenture conform to the descriptions thereof in the
Prospectus;

(vii) The Indenture has been duly authorized,
executed and delivered by the parties thereto and constitutes
a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or

-8-
<PAGE> 9

affecting creditors' rights and to general equity principles;
and the Indenture has been duly qualified under the Trust
Indenture Act;

(viii) The issue and sale of the Securities at such
Time of Delivery by the Company and the compliance by the
Company with all of the provisions of the Securities, the
Indenture and this Agreement and the consummation of the
transactions herein and therein contemplated 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, sale/leaseback agreement, loan
agreement or other financing agreement or any other agreement
or instrument known to such counsel to which the Company or
any of its subsidiaries is a party or by which the Company or
any of its subsidiaries is bound or to which any of the
property or assets of the Company or any of its subsidiaries
is subject, nor will such action result in any violation of
the provisions of the Certificate of Incorporation, as
amended, or By-laws of the Company or 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
subsidiaries or any of their properties;

(ix) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Securities or the performance by the Company of the
transactions contemplated by this Agreement or the Indenture
except such as have been obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase
and distribution of the Securities by the Underwriters; and

(x) The Registration Statement and the Prospectus and
any further amendment and supplement thereto made by the
Company prior to such Time of Delivery (except for the
operating statistics, financial statements, financial schedule
and other financial data included therein and except for the
information referred to under the caption "Experts" as having
been included in the Prospectus on the authority of Arthur
Andersen LLP as experts, as to which such counsel need express
no opinion), with regard to the Registration Statement, at the
time the Registration Statement became effective under the
Act, and with regard to the Prospectus on the Time of
Delivery, complied as to form in all material respects with
the requirements of the Act and the Trust Indenture Act and
the rules and regulations thereunder, and that the documents
incorporated or deemed to be incorporated by reference into
the Prospectus or any further amendment or supplement thereto
made by the Company prior to such Time of Delivery that were
filed prior to the date of this opinion (except for the
operating statistics, financial statements, financial
schedules, and other financial data included therein, as to
which such counsel need express no opinion) at the time 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. No
facts have come to such counsel's attention that cause it to
believe that the Registration Statement or any further
amendment or supplement thereto made by the Company prior to
such Time of Delivery (except for the operating statistics,
financial statements, financial schedules, and other financial
data included therein and except for the information referred
to under the caption 'Experts' as having been included in the
Registration Statement and Prospectus on the authority of
Arthur Andersen LLP as experts), at the time it became
effective contained any

-9-
<PAGE> 10
untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, or that
the Prospectus or any further amendment or supplement thereto
made by the Company prior to such Time of Delivery (with the
foregoing exceptions), as of its date, or the Registration
Statement and the Prospectus as of the Time of Delivery,
contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading
or that the documents incorporated by reference or any further
amendment or supplement thereto made by the Company prior to
such Time of Delivery (with the foregoing exceptions), when
such documents became effective or were filed with the
Commission, as the case may be, contained any untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under
which they were made, not misleading (provided that such
counsel shall not have independently verified and shall not
pass upon or otherwise assume responsibility for the accuracy,
completeness, or fairness of the information contained in the
Registration Statement and Prospectus, including any document
incorporated or deemed to be incorporated therein by
reference), and they do not know of any amendment to the
Registration Statement required to be filed or of any
contracts or other documents of a character required to be
filed as an exhibit to the Registration Statement or required
to be incorporated by reference into the Prospectus or
required to be described in the Registration Statement or the
Prospectus which are not filed or incorporated by reference or
described as required;

(d) Joel I. Beerman, General Counsel to the Company, shall
have furnished to you his written opinion (a draft of such opinion is
attached as Annex II(c) hereto), dated such Time of Delivery, in form
and substance satisfactory to you, to the effect that to the best of
such counsel's knowledge and other than as set forth in the
Prospectus, there are no legal or governmental proceedings pending to
which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject
which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a material
adverse effect on the consolidated financial position, stockholders'
equity or results of operations of the Company and its subsidiaries;
and, to the best of such counsel's knowledge, no such proceedings are
threatened or contemplated by governmental authorities or threatened
by others;

(e) At 10:00 a.m., New York City time, on the effective date
of the Registration Statement and the effective date of the most
recently filed post-effective amendment to the Registration Statement
and also at the Time of Delivery, Arthur Andersen LLP shall have
furnished to you a letter or letters, dated the respective date of
delivery thereof, in form and substance satisfactory to you to the
effect set forth in Annex I hereto (the executed copy of the letter
delivered prior to the execution of this Agreement is attached as
Annex I(a) hereto and a draft of the form of letter to be delivered on
the effective date of any post-effective amendment to the Registration
Statement and as of each Time of Delivery is attached as Annex I(b)
hereto);

(f) (i) Neither the Company nor any of its subsidiaries shall
have sustained since the date of the latest audited 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

-10-
<PAGE> 11

governmental action, order or decree, otherwise than as set forth or
contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have
been any change in the capital stock, working capital or long-term
debt of the Company or any of its subsidiaries or any change, or any
development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity
or results of operations of the Company and its subsidiaries,
otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in Clause (i) or (ii), is
in your judgment so material and adverse as to make it impracticable
or inadvisable to proceed with the public offering or the delivery of
the Securities on the terms and in the manner contemplated in the
Prospectus;

(g) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the Company's debt securities by any
"nationally recognized statistical rating organization," as that term
is defined by the Commission for purposes of Rule 436(g) (2) under the
Act and (ii) no such organization shall have publicly announced that
it has under surveillance or review, with possible negative
implications, its rating of any of the Company's debt securities;

(h) On or after the date hereof there shall not have occurred
any of the following: (i) a suspension or material limitation in
trading in the Company's securities on the New York Stock Exchange;
(ii) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities in New York declared by either
Federal or New York State authorities; (iv) the 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 (iv) in your judgment makes it
impracticable or inadvisable to proceed with the public offering or
the delivery of the Securities on the terms and in the manner
contemplated by the Prospectus or (v) the occurrence of any material
adverse change in the existing financial, political or economic
conditions in the United States or elsewhere which, in your judgment
would materially and adversely affect the financial markets or the
market for the Securities and other debt securities; and

(i) The Company shall have furnished or caused to be furnished
to you at the Time of Delivery certificates of officers of the Company
satisfactory to you as to the accuracy of the representations and
warranties of the Company herein at and as of such Time of Delivery,
as to the performance by the Company of all of its obligations
hereunder to be performed at or prior to such Time of Delivery, as to
the matters set forth in subsections (a) and (f) of this Section and
as to such other matters as you may reasonably request.

8. (a) The Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse
each Underwriter for any legal or other expenses reasonably incurred by such
Underwriter in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue

-11-
<PAGE> 12

statement or omission or alleged omission made in any Preliminary Prospectus,
the Registration Statement or the Prospectus or any such amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through Goldman, Sachs & Co.
expressly for use therein.

(b) Each Underwriter will indemnity and hold harmless the
Company against any losses, claims, damages or liabilities to which the Company
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by such
Underwriter through Goldman, Sachs & Co. expressly for use therein; and will
reimburse the Company for any legal or other expenses reasonably incurred by
the Company in connection with investigating or defending any such action or
claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities. If, however, the
allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required
under subsection (c) above, then each indemnifying party shall contribute to
such amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Underwriters on the other shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses)

-12-
<PAGE> 13

received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the
table on the cover page of the Prospectus. The relative fault shall 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 on the one
hand or the Underwriters on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this subsection (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 above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include 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 subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to 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 Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any, who
controls any Underwriter within the meaning of the Act; and the obligations of
any Underwriter under this Section 8 shall be in addition to any liability
which the respective Underwriters may otherwise have and shall extend, upon the
same terms and conditions, to each officer and director of the Company and to
each person, if any, who controls the Company within the meaning of the Act.

9. (a) if any Underwriter shall default in its obligation to purchase
the Securities which it has agreed to purchase hereunder, you may in your
discretion arrange for you or another party or other parties to purchase such
Securities on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such
Securities, then the Company shall be entitled to a further period of
thirty-six hours within which to procure another party or other parties
satisfactory to you to purchase such Securities on such terms. In the event
that, within the respective prescribed periods, you notify the Company that you
have so arranged for the purchase of such Securities, or the Company notifies
you that it has so arranged for the purchase of such Securities, you or the
Company shall have the right to postpone the Time of Delivery for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees to file promptly any
amendments to the Registration Statement or the Prospectus which in your
opinion may thereby be made necessary. The term "Underwriter" as used in this
Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to this Agreement with
respect to such Securities.

(b) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the aggregate principal
amount of such Securities which remains unpurchased does not

-13-
<PAGE> 14

exceed one-eleventh of the aggregate principal amount of all the Securities,
then the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Securities which such
Underwriter agreed to purchase hereunder and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the
principal amount of Securities which such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Company as provided in subsection (a) above, the aggregate principal
amount of Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of all the Securities, or if the Company shall not
exercise the right described in subsection (b) above to require the
non-defaulting Underwriter to purchase Securities of a defaulting Underwriter
or Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company, except
for the expenses to be borne by the Company and the Underwriters as provided in
Section 6 hereof and the indemnity and contribution agreements in Section 8
hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by or on behalf of them, respectively,
pursuant to this Agreement, shall remain in full force and effect, regardless
of any investigation (or any statement as to the results thereof) made by or on
behalf of any Underwriter or any controlling person of any Underwriter or the
Company, or any officer or director or controlling person of the Company, and
shall survive delivery of and payment for the Securities.

11. If this Agreement shall be terminated pursuant to Section
9 hereof, the Company shall not then be under any liability to any Underwriter
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason, the Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters for all
out-of-pocket expenses, including fees and disbursements of counsel, reasonably
incurred by the Underwriters in making preparations for the purchase, sale and
delivery of the Securities, but the Company shall then be under no further
liability to any Underwriter except as provided in Section 6 and Section 8
hereof.

12. In all dealings hereunder, Goldman, Sachs & Co. shall act
on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of
any Underwriter made or given by you jointly or by Goldman, Sachs & Co. on your
behalf.

All statements, requests, notices, and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to you in care of Goldman, Sachs & Co.,
at 85 Broad Street, New York, New York 10004, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Company and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of the Company and
each person who controls the Company or any

-14-
<PAGE> 15

Underwriter and their respective heirs, executors, administrators, successors
and assigns, and no other person shall acquire or have any right under or by
virtue of this Agreement. No purchaser of any of the Securities from the
Underwriters shall be deemed a successor or assign by reason merely of such
purchase.

14. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such respective counterparts shall together constitute
one and the same instrument.

-15-
<PAGE> 16

If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon the acceptance
hereof by the Underwriters this letter and such acceptance hereof shall
constitute a binding agreement between the Company and the Underwriters.

Very truly yours,

GEORGIA GULF CORPORATION

By:..................................
Name:
Title:

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
CHASE SECURITIES, INC.

By:....................................
(Goldman, Sachs & Co.)

-16-
<PAGE> 17

SCHEDULE I

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
SECURITIES TO BE
UNDERWRITER PURCHASED
----------- ---------
<S> <C>
Goldman, Sachs & Co. . . . . . . . . . . . . . . . $
Chase Securities, Inc. . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . $ 100,000,000
=============
</TABLE>

-17-
<PAGE> 18

ANNEX I

Pursuant to Section 7(e) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the
Act and the applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
prospective financial statements and/or pro forma financial
information) examined by them and included or incorporated by
reference in the Registration Statement or the Prospectus comply as to
form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the
related published rules and regulations thereunder; and, if
applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the consolidated interim financial statements, selected financial
data, pro forma financial information, prospective financial
statements and/or condensed financial statements derived from audited
financial statements of the Company for the periods specified in such
letter, as indicated in their reports thereon, copies of which have
been furnished to the Underwriters;

(iii) The unaudited selected financial information with
respect to the consolidated results of operations and financial
position of the Company for the five most recent fiscal years included
in the Prospectus and included or incorporated by reference in Item 6
of the Company's Annual Report on Form 10-K for the most recent fiscal
year agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five fiscal years which were included or incorporated by reference in
the Company's Annual Reports on Form 10-K for such fiscal years;

(iv) On the basis of limited procedures, not constituting an
audit in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and
other information referred to below, a reading of the latest available
interim financial statements of the Company and its subsidiaries,
inspection of the minute books of the Company and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Company and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:

(A) the unaudited condensed consolidated statements
of income, consolidated balance sheets and consolidated
statements of cash flows included or incorporated by reference
in the Company's Quarterly Reports on Form 10-Q incorporated
by reference in the Prospectus do not comply as to form in all
material respects with the applicable accounting requirements
of the Exchange Act as it applies to Form 10-Q and the related
published rules and regulations thereunder or are not in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with the basis for
the audited consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows
included or incorporated by reference in the Company's Annual
Report on Form 10-K for the most recent fiscal year;

<PAGE> 19

(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Company's Annual Report on Form 10-K for the most recent
fiscal year;

(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Company's Annual Report on
Form 10-K for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus) or any
increase in the consolidated long-term debt of the Company and
its subsidiaries, or any decreases in consolidated net current
assets or net assets or other items specified by the
Underwriters, or any increases in any items specified by the
Underwriters, in each case as compared with amounts shown in
the latest balance sheet included or incorporated by reference
in the Prospectus, except in each case for changes, increases
or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and

(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenues or
operating profit or the total or per share amounts of
consolidated net income or other items specified by the
Underwriters, or any increases in any items specified by the
Underwriters, in each case as compared with the comparable
period of the preceding year and with any other period of
corresponding length specified by the Underwriters, except in
each case for increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in
such letter; and

(v) In addition to the examination referred to in their
report(s) included or incorporated by reference in the Prospectus and
the limited procedures, inspection of minute books, inquiries and
other procedures referred to in paragraphs (iii) and (iv) above, they
have carried out certain specified procedures, not constituting an
examination in accordance with generally accepted auditing standards,
with respect to certain amounts,

-2-
<PAGE> 20

percentages and financial information specified by the Underwriters
which are derived from the general accounting records of the Company
and its subsidiaries, which appear in the Prospectus (excluding
documents incorporated by reference) or in Part II of, or in exhibits
and schedules to, the Registration Statement specified by the
Underwriters or in documents incorporated by reference in the
Prospectus specified by the Underwriters, and have compared certain of
such amounts, percentages and financial information with the
accounting records of the Company and its subsidiaries and have found
them to be in agreement.

-3-

<PAGE> 1
EXHIBIT 4

____________________________________________________________

GEORGIA GULF CORPORATION

LASALLE NATIONAL BANK
Trustee

________________

Indenture

Dated as of __________ __, 1995

________________

$100,000,000

___% Notes due ____

____________________________________________________________

<PAGE> 2

Georgia Gulf Corporation

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of _____________, 1995

<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- --------------- ---------
<S> <C> <C>
Section 310(a)(1) ............................... 609
(a)(2) ............................... 609
(a)(3) ............................... Not
Applicable
(a)(4) ............................... Not
Applicable
(b) ............................... 608
610
Section 311(a) ............................... 613(a)
(b) ............................... 613(b)
(b)(2) ............................... 703(a)(2)
703(b)
Section 312(a) ............................... 701
702(a)
(b) ............................... 702(b)
(c) ............................... 702(c)
Section 313(a) ............................... 703(a)
(b) ............................... 703(b)
(c) ............................... 703(a)
703(b)
(d) ............................... 703(c)
Section 314(a) ............................... 704
(b) ............................... Not
Applicable
(c)(1) ............................... 102
(c)(2) ............................... 102
(c)(3) ............................... Not
Applicable
(d) ............................... Not
Applicable
(e) ............................... 102
Section 315(a) ............................... 601(a)
(b) ............................... 602
703(a)(6)
(c) ............................... 601(b)
(d) ............................... 601(c)
(d)(1) ............................... 601(a)(1)
(d)(2) ............................... 601(c)(2)
(d)(3) ............................... 601(c)(3)
(e) ............................... 514

</TABLE>

-i-
<PAGE> 3

<TABLE>
<CAPTION>
Trust Indenture Indenture
Act Section Section
- --------------- ---------
<S> <C> <C>
Section 316(a) ............................... 101
(a)(1)(A) ............................... 502
512
(a)(1)(B) ............................... 513
(a)(2) ............................... Not
Applicable
(b) ............................... 508
Section 317(a)(1) ............................... 503
(a)(2) ............................... 504
(b) ............................... 1003
Section 318(a) ............................... 107

</TABLE>

______________

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

-ii-
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

Definitions and Other Provisions of
General Application

SECTION 101. Definitions:

Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request; Company Order . . . . . . . . . . . . . . . . . 3
Consolidated Net Tangible Assets . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . 4
corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . 4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Funded Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Global Security . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . 6
Principal Property . . . . . . . . . . . . . . . . . . . . . . . 6

</TABLE>

___________

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

-iii-
<PAGE> 5

<TABLE>
<CAPTION>
Page
----
<S> <C>
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . 7
Restricted Subsidiary . . . . . . . . . . . . . . . . . . . . . . 7
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Security Register;
Security Registrar . . . . . . . . . . . . . . . . . . . . . . 7
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 8
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . 8
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . 8
Voting Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 102. Compliance Certificates and Opinions . . . . . . . . . . . . . . 8

SECTION 103. Form of Documents Delivered
to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 104. Acts of Holders; Record Date . . . . . . . . . . . . . . . . . . 10

SECTION 105. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . 11

SECTION 106. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . 11

SECTION 107. Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . 12

SECTION 108. Effect of Headings and
Table of Contents . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 109. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . 12

SECTION 110. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 111. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 112. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 113. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE TWO

Security Forms

SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . 13

SECTION 202. Form of Face of Security . . . . . . . . . . . . . . . . . . . . 14

</TABLE>

-iv-
<PAGE> 6

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 203. Form of Reverse of Security . . . . . . . . . . . . . . . . . . . 16

SECTION 204. Form of Trustee's
Certificate of Authentication . . . . . . . . . . . . . . . . . 18

SECTION 205. Form of Legend for Global Securities . . . . . . . . . . . . . . 18

ARTICLE THREE

The Securities

SECTION 301. Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 303. Execution, Authentication,
Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . 19

SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . 20

SECTION 305. Registration, Registration of
Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . 21

SECTION 306. Mutilated, Destroyed,
Lost and Stolen Securities . . . . . . . . . . . . . . . . . . 23

SECTION 307. Payment of Interest;
Interest Rights Preserved . . . . . . . . . . . . . . . . . . . 24

SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 25

SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE FOUR

Satisfaction and Discharge

SECTION 401. Satisfaction and
Discharge of Indenture . . . . . . . . . . . . . . . . . . . . 26

SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . 28

</TABLE>

-v-
<PAGE> 7

ARTICLE FIVE

Remedies

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 502. Acceleration of Maturity;
Rescission and Annulment . . . . . . . . . . . . . . . . . . . 31

SECTION 503. Collection of Indebtedness and
Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . 33

SECTION 505. Trustee May Enforce Claims
Without Possession of
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . 34

SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 508. Unconditional Right of Holders to
Receive Principal and Interest . . . . . . . . . . . . . . . . 35

SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . 36

SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . 36

SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . 36

SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . 37

SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . 38

ARTICLE SIX

The Trustee

SECTION 601. Certain Duties and
Responsibilities . . . . . . . . . . . . . . . . . . . . . . . 38

</TABLE>

-vi-
<PAGE> 8

Page
----
<S> <C>

SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . 39

SECTION 604. Not Responsible for Recitals
or Issuance of Securities . . . . . . . . . . . . . . . . . . . 40

SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . 41

SECTION 608. Disqualification; Conflicting
Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

SECTION 609. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . 42

SECTION 610. Resignation and Removal;
Appointment of Successor . . . . . . . . . . . . . . . . . . . 42

SECTION 611. Acceptance of Appointment by
Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 612. Merger, Conversion, Consolidation
or Succession to Business . . . . . . . . . . . . . . . . . . . 44

SECTION 613. Preferential Collection of
Claims Against Company . . . . . . . . . . . . . . . . . . . . 45

SECTION 614 Appointment of Authenticating
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

SECTION 701. Company to Furnish Trustee Names
and Addresses of Holders . . . . . . . . . . . . . . . . . . . 47

SECTION 702. Preservation of Information;
Communications to Holders . . . . . . . . . . . . . . . . . . . 48

SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . 48

</TABLE>
-vii-
<PAGE> 9

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. Company May Consolidate, Etc.,
Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . 49

SECTION 802. Successor Substituted . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE NINE

Supplemental Indentures

SECTION 901. Supplemental Indentures Without
Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 902. Supplemental Indentures with
Consent of Holders . . . . . . . . . . . . . . . . . . . . . . 52

SECTION 903. Execution of Supplemental
Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . 53

SECTION 905. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . 53

SECTION 906. Reference in Securities to
Supplemental Indentures . . . . . . . . . . . . . . . . . . . 53

ARTICLE TEN

Covenants

SECTION 1001. Payment of Principal and Interest . . . . . . . . . . . . . . . . 54

SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . 54

SECTION 1003. Money for Security Payments to
be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 1004. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 1005. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . 56

</TABLE>

-viii-
<PAGE> 10

SECTION 1006. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . 57

SECTION 1007. Restrictions on Secured Debt . . . . . . . . . . . . . . . . . . 57

SECTION 1008. Restrictions on Sales and Leasebacks . . . . . . . . . . . . . . 59

SECTION 1009. Statement by Officers as to
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 1010. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . 61

ARTICLE ELEVEN

Defeasance and Covenant Defeasance

SECTION 1101. Company's Option to Effect
Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . . . . . . 62

SECTION 1102. Defeasance and Discharge . . . . . . . . . . . . . . . . . . . . 62

SECTION 1103. Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 1104. Conditions to Defeasance or
Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . . 63

SECTION 1105. Deposited Money and U.S. Government
Obligations to be Held in Trust;
Other Miscellaneous Provisions . . . . . . . . . . . . . . . . 66

SECTION 1106. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . 67

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SIGNATURES AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

</TABLE>
-ix-
<PAGE> 11

INDENTURE, dated as of ___________, 1995, between Georgia Gulf
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
400 Perimeter Center Terrace, Suite 595, Atlanta, Georgia 30346, and LaSalle
National Bank, a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (herein called the
"Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of
its ___% Notes due ____of substantially the tenor and amount hereinafter set
forth, and to provide therefor the Company has duly authorized the execution
and delivery of this Indenture.

All things necessary to make the Securities, when executed by
the Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE ONE

Definitions and Other Provisions
of General Application

SECTION 101. Definitions.

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

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

(2) all other terms used herein which are defined in the
Trust Indenture Act,

<PAGE> 12

either directly or by reference therein, have the meanings assigned to
them therein;

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

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

Certain terms, used principally in Article Six, are defined
in that Article.

"Act", when used with respect to any Holder, has the meaning
specified in Section 104.

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

"Attributable Debt" means, as to any particular lease under
which any Person is at the time liable and at any date as of which the amount
thereof is to be determined, the total net amount of rent required to be paid
by such Person under such lease during the remaining primary term thereof,
discounted from the respective due dates thereof to such date at a rate per
annum equal to the interest rate on the Securities calculated in accordance
with generally accepted financial practices. The net amount of rent required
to be paid under any such lease for any such period shall be the aggregate
amount of the rent payable by the lessee with respect to such period after
excluding amounts

-2-
<PAGE> 13

required to be paid on account of maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges. In the case of any lease which
is terminable by the lessee upon the payment of a penalty, such net amount
shall also include the amount of such penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which
it may be so terminated.

"Authenticating Agent" means any Person authorized by the
Trustee to act on behalf of the Trustee to authenticate Securities.

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

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

"Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the City of New
York, New York are authorized or obligated by law or executive order to close.

"Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of
corporate stock of such Person.

"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 instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

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

"Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its

-3-
<PAGE> 14

Secretary or an Assistant Secretary, and delivered to the Trustee.

"Consolidated Net Tangible Assets" means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (i) all liabilities other than deferred income taxes,
Funded Debt and shareholders' equity (including all preferred stock whether or
not redeemable) and (ii) all goodwill, trade names, trademarks, patents,
organization expenses and other like intangibles, all as set forth on the most
recent balance sheet of the Company and its consolidated Subsidiaries and
computed in accordance with generally accepted accounting principles.

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

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

"Depositary" means The Depository Trust Company or, if The
Depository Trust Company shall cease to be a clearing agency registered under
the Exchange Act, any other clearing agency registered under the Exchange Act
that is designated as the successor Depository in a Company Order delivered to
the Trustee.

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

"Exchange Act" refers to the Securities Exchange Act of 1934
as it may be amended and any successor act thereto.

"Funded Debt" means (i) all indebtedness for money borrowed
having a maturity of more than 12 months from the date as of which the
determination is made or having a maturity of 12 months or less but by its
terms being renewable or extendible beyond 12 months from such date at the
option of the borrower and (ii) rental obligations payable more than 12 months
from such date under leases which are capitalized in accordance with generally
accepted accounting principles (such rental obligations to be included as
Funded Debt at the amount so capitalized at the date of such computation and to
be included for the purposes of the definition of Consolidated Net Tangible
Assets both as an asset and as Funded Debt at the respective amounts so
capitalized).

-4-
<PAGE> 15

"Global Security" means a Security that evidences all or part
of the Securities and bears the legend set forth in Section 205.

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

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

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

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee.

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

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

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

(ii) Securities for whose payment money in the necessary
amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; and

(iii) Securities which have been paid pursuant to Section
306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this

-5-

<PAGE> 16

Indenture, other than any such Securities in respect of which there
shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Securities
and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Principal Property" means any manufacturing or processing
plant or warehouse owned at the date hereof or hereafter acquired by the
Company or any Restricted Subsidiary of the Company which is located within the
United States of America and the gross book value (including related land and
improvements thereon and all machinery and equipment included therein without
deduction of any

-6-
<PAGE> 17

depreciation reserves) of which on the date as of which the determination is
being made exceeds 5% of Consolidated Net Tangible Assets, other than (i) any
property which in the opinion of the Board of Directors is not of material
importance to the total business conducted by the Company as an entirety or
(ii) any portion of a particular property which is similarly found not to be of
material importance to the use or operation of such property.

"Regular Record Date" for the interest payable on any Interest
Payment Date means the _____ or _____ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date.

"Restricted Subsidiary" means a Subsidiary of the Company (i)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States of America and (ii)
which owns a Principal Property.

"Securities" means securities designated in the first
paragraph of the RECITALS OF THE COMPANY.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

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

"Subsidiary" of any Person means (i) a corporation more than
50% of the combined voting power of the outstanding Voting Stock of which is
owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof or (ii) any other Person (other than a corporation) in which such
Person, or one or more other Subsidiaries of such Person or such Person and one
or more other Subsidiaries thereof, directly or indirectly, has at least a
majority ownership and power to direct the policies, management and affairs
thereof.

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

-7-
<PAGE> 18

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means,
to the extent required by any such amendment, the Trust Indenture Act of 1939
as so amended.

"U.S. Government Obligations" has the meaning specified in
Section 1104.

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

"Voting Stock" of any Person means Capital Stock of such
Person which ordinarily has voting power for the election of directors (or
persons performing similar functions) of such Person, whether at all times or
only so long as no senior class of securities has such voting power by reason
of any contingency.

SECTION 102. Compliance Certificates and Opinions.

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

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

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

(2) a brief statement as to the nature and scope
of the examination or investigation upon which the statements
or opinions con-

-8-
<PAGE> 19

tained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied
with; and

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

SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

-9-
<PAGE> 20

SECTION 104. Acts of Holders; Record Date.

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

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

(c) The Company may, in the circumstances permitted
by the Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote
on any action, authorized or permitted to be given or taken by Holders. If not
set by the Company prior to the first solicitation of a Holder made by any
Person in respect of any such action, or, in the case of any such vote, prior
to such vote, the record date for any such action or vote shall be the 30th day
(or, if later, the date of the most recent list of Holders required to be
provided pursuant to Section 701) prior to such first solicitation or vote, as
the

-10-
<PAGE> 21

case may be. With regard to any record date, only the Holders on such date (or
their duly designated proxies) shall be entitled to give or take, or vote on,
the relevant action.

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

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

SECTION 105. Notices, Etc., to Trustee and Company.

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

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

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

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in

-11-
<PAGE> 22

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

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of Contents.

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

SECTION 109. Successors and Assigns.

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

-12-
<PAGE> 23

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. GOVERNING LAW.

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

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) 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 Interest Payment
Date or at the Stated Maturity, provided that no interest shall accrue for the
period from and after such Interest Payment Date or Stated Maturity, as the
case may be.

ARTICLE TWO

Security Forms

SECTION 201. Forms Generally.

The Securities and the Trustee's certificates of
authentication shall be in substantially the forms set forth in this Article,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,

-13-
<PAGE> 24

numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of the Securities.

The definitive Securities shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities may be listed, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

SECTION 202. Form of Face of Security.

___% NOTES DUE ____

No. __________ $________

Georgia Gulf Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________________, or registered assigns, the principal sum of
_____________________ Dollars on ____________, ____, and to pay interest
thereon from __________, 1995 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on ___________
and ___________ in each year, commencing ___________, at the rate of __% per
annum, until the principal hereof is paid or made available for payment, and
(to the extent that the payment of such interest shall be legally enforceable)
at the rate of [2% above coupon] ___% per annum on any overdue principal and on
any overdue installment of interest until paid. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
___________________ or ________________________ (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor

-14-
<PAGE> 25

Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.

Payment of the principal of and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in Chicago, Illinois in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

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

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

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

Dated:

Georgia Gulf Corporation

[Seal]

By_______________________
Title:
Attest:

______________________________
Title:

-15-
<PAGE> 26

SECTION 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of
Securities of the Company designated as its ___% Notes due ____ (herein called
the "Securities") limited in aggregate principal amount to $100,000,000, issued
and to be issued under an Indenture, dated as of ___________, 1995 (herein
called the "Indenture"), between the Company and LaSalle National Bank, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

The Securities are not subject to redemption prior to
Maturity, and do not have the benefit of any sinking fund obligations.

If an Event of Default shall occur and be continuing,
the principal of all the Securities may be declared due and payable in the
manner and with the effect provided in the Indenture.

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

The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of a majority in aggregate principal amount of the Securities at
the time Outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu

-16-
<PAGE> 27

hereof, whether or not notation of such consent or waiver is made upon this
Security.

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

As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in The City of New York, New
York duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

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

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

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

Interest on this Security shall be computed on the
basis of a 360-day year of twelve 30-day months.

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

-17-
<PAGE> 28

The Indenture and this Security shall be governed by
and construed in accordance with the laws of the State of New York.

SECTION 204. Form of Trustee's Certificate of
Authentication.

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

LASALLE NATIONAL BANK
as Trustee

By ____________________
Authorized Officer

SECTION 205. Form of Legend for Global Securities.

Every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

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

ARTICLE THREE

The Securities

SECTION 301. Title and Terms.

The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is limited to
$100,000,000, except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities pursuant to Section 304, 305, 306 or 906.

-18-
<PAGE> 29

The Securities shall be known and designated as the
"__% Notes due ____" of the Company. Their Stated Maturity shall be _________,
____, and they shall bear interest at the rate of ____% per annum, from
__________, 1995 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on _____________ and ________, commencing _______, 1996, until
the principal thereof is paid or made available for payment.

The principal of and interest on the Securities shall
be payable at the office or agency of the Company in Chicago, Illinois
maintained for such purpose and at any other office or agency maintained by the
Company for such purpose; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

The Securities shall be subject to defeasance at the
option of the Company as provided in Article Eleven.

SECTION 302. Denominations.

The Securities shall be issuable only in registered
form without coupons and only in denominations of $1,000 and any integral
multiple thereof.

SECTION 303. Execution, Authentication, Delivery
and Dating.

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

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

-19-
<PAGE> 30

At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver one or more Securities
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, which
Company Order shall specify whether such Securities are to be Global
Securities; and the Trustee in accordance with such Company Order shall
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

Each Security shall be dated the date of its
authentication.

No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

SECTION 304. Temporary Securities.

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

If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable delay. After
the preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to
Section 1002, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

-20-
<PAGE> 31

SECTION 305. Registration, Registration of Transfer and
Exchange.

The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency designated pursuant to Section 1002 being
herein sometimes collectively referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any
Security at an office or agency of the Company designated pursuant to Section
1002 for such purpose, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denominations and of
a like aggregate principal amount.

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

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

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

No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company

-21-
<PAGE> 32

may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304 or 906.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

(1) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary or
a nominee thereof and delivered to the Depositary or a nominee
thereof or custodian therefor, and each such Global Security
shall constitute a single Security for all purposes of this
Indenture.

(2) Notwithstanding any other provision in this
Indenture, no Global Security may be exchanged in whole or in
part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of
any Person other than the Depositary or a nominee thereof
unless (A) such Depositary (i) has notified the Company that
it is unwilling or unable to continue as Depositary or (ii)
has ceased to be a clearing agency registered under the
Exchange Act, (B) the Company executes and delivers to the
Trustee a Company Order that such Global Security shall be so
exchangeable, or (C) there shall have occurred and be
continuing an Event of Default.

(3) Subject to Clause (2) above, any exchange of
a Global Security for other Securities may be made in whole or
in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such
names as the Depositary shall direct.

(4) Every Security authenticated and delivered
upon registration of transfer of, or in exchange for or in
lieu of, a Global Security or any portion thereof, whether
pursuant to this Section, Section 304, 306 or 906 or
otherwise, shall be authenticated and delivered in the form
of, and shall be, a

-22-
<PAGE> 33

Global Security, unless such Security is registered in the
name of a Person other than the Depositary or a nominee
thereof.

SECTION 306. Mutilated, Destroyed, Lost and
Stolen Securities.

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

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

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

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

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

The provisions of this Section are exclusive and
shall preclude (to the extent lawful) all other rights and

-23-
<PAGE> 34

remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.

SECTION 307. Payment of Interest; Interest
Rights Preserved.

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

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

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

-24-
<PAGE> 35

the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each
Holder at his address as it appears in the Security Register,
not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and
the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names
the Securities (or their respective Predecessor Securities)
are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following
Clause (2).

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

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

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Security is registered
as the owner of such Security for the purpose of receiving payment of principal
of and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee

-25-
<PAGE> 36

nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.

SECTION 309. Cancellation.

All Securities surrendered for payment, registration
of transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of as directed by a
Company Order.

SECTION 310. Computation of Interest.

Interest on the Securities shall be computed on the
basis of a year of twelve 30-day months.

ARTICLE FOUR

Satisfaction and Discharge

SECTION 401. Satisfaction and Discharge of Indenture.

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

(1) either

(A) all Securities theretofore authenticated
and delivered (other than (i) Securities which have
been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 306 and (ii)
Securities for

-26-
<PAGE> 37

whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged
from such trust, as provided in Section 1003) have
been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture pursuant to
this Article Four, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under Section
614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this

-27-
<PAGE> 38

Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of
Section 1003, all money deposited with the Trustee pursuant to Section 401
shall be held in trust and applied by it, in accordance with the provisions of
the Securities and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

Remedies

SECTION 501. Events of Default.

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

(1) default in the payment of the principal of any
Security at its Maturity; or

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

(3) default in the performance, or breach, of any
covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or
whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period
of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the
Company and

-28-
<PAGE> 39

the Trustee by the Holders of at least 25% in principal amount
of the Outstanding Securities a written notice specifying such
default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

(4) a default or defaults under any bond(s),
debenture(s), note(s) or other evidence(s) of Debt by the
Company or any Restricted Subsidiary of the Company or under
any mortgage(s), indenture(s) or instrument(s) under which
there may be issued or by which there may be secured or
evidenced any Debt of such type by the Company or any such
Restricted Subsidiary with a principal amount then
outstanding, individually or in the aggregate, in excess of
$25 million, whether such Debt now exists or shall hereafter
be created, which default or defaults shall have resulted in
such Debt becoming or being declared due and payable prior to
the date on which it would otherwise have become due and
payable or constitutes the failure to pay principal payments
of such indebtedness when due, which failure is not cured
within 30 days; or

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

-29-
<PAGE> 40

the Company or any such Restricted Subsidiary, and the
continuance of any such decree or order for relief or any such
other decree or order unstayed and in effect for a period of
60 consecutive days; or

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

-30-
<PAGE> 41

SECTION 502. Acceleration of Maturity; Rescission
and Annulment.

If an Event of Default (other than an Event of
Default specified in Section 501(5) or (6)) occurs and is continuing, then and
in every such case the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities, with respect to the Events of Default
specified in Section 501(1), (2) or (3), or the Holders of not less than 40% in
aggregate principal amount of the Outstanding Securities, with respect to the
Event of Default specified in Section 501(4), may declare the principal of all
the Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal and any accrued interest shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or (6) occurs, the
principal of and any accrued interest on the Securities then Outstanding shall
ipso facto become immediately due and payable without any declaration or other
Act on the part of the Trustee or any Holder.

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

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

(A) all overdue interest on all Securities,

(B) the principal of any Securities which
have become due otherwise than by such declaration of
acceleration and, to the extent that payment of such
interest is lawful, interest thereon at the rate
provided by the Securities,

(C) to the extent that payment of such
interest is lawful, interest upon overdue interest at
the rate provided by the Securities, and

-31-
<PAGE> 42

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

and

(2) all Events of Default, other than the
non-payment of the principal of Securities which have become
due solely by such declaration of acceleration, have been
cured or waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits
for Enforcement by Trustee.

The Company covenants that if

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

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

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

If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so
due and unpaid, may prosecute such proceeding to judgment or final decree and
may enforce the same against the Company or any other

-32-
<PAGE> 43

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.

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

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the
Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in
any such proceeding. In particular, the Trustee shall be authorized to collect
and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Holder to make such payments
to the Trustee and, in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

-33-
<PAGE> 44

SECTION 505. Trustee May Enforce Claims
Without Possession of Securities.

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

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money on account of
principal or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

FIRST: To the payment of all amounts due the Trustee
under Section 607; and

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

SECTION 507. Limitation on Suits.

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

-34-
<PAGE> 45

(1) such Holder has previously given written notice
to the Trustee of a continuing Event of Default;

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

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

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

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

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

SECTION 508. Unconditional Right of Holders to
Receive Principal and Interest.

Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and (subject to
Section 307) interest on such Security on the respective Stated Maturities
expressed in such Security and to institute suit for the enforcement of any
such payment, and such rights shall not be impaired without the consent of such
Holder.

-35-
<PAGE> 46

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and
place of conducting any proceeding for

-36-
<PAGE> 47

any remedy available to the Trustee or exercising any trust or power conferred
on the Trustee, provided that

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

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

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal
amount of the Outstanding Securities may on behalf of the Holders of all the
Securities waive any past default hereunder and its consequences, except a
default

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

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

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

SECTION 514. Undertaking for Costs.

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

-37-
<PAGE> 48

SECTION 515. Waiver of Stay or Extension Laws.

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

ARTICLE SIX

The Trustee

SECTION 601. Certain Duties and Responsibilities.

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

SECTION 602. Notice of Defaults.

The Trustee shall give the Holders notice of any
default hereunder as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in Section 501(3), no such notice to Holders shall be given until at least 30
days after the occurrence thereof. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.

-38-
<PAGE> 49

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

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

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

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

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

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

-39-
<PAGE> 50

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

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

SECTION 604. Not Responsible for Recitals
or Issuance of Securities.

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

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its
individual or any other capacity, may become the owner or pledgee of Securities
and, subject to Sections 608 and 613, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

-40-
<PAGE> 51

SECTION 606. Money Held in Trust.

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

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time
reasonable compensation for all services rendered by it
hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of
an express trust);

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

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

SECTION 608. Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall
either eliminate such interest or resign, to

-41-
<PAGE> 52

the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

SECTION 609. Corporate Trustee Required; Eligibility.

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

SECTION 610. Resignation and Removal;
Appointment of Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee under
Section 611.

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

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

(d) If at any time:

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

-42-
<PAGE> 53

(2) the Trustee shall cease to be eligible under
Section 609 and shall fail to resign after written request
therefor by the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
Trustee for any cause, the Company, by a Board Resolution, shall promptly
appoint a successor Trustee. If, within one year after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities delivered to the Company and the retiring Trustee,
the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If no successor Trustee shall have been so appointed
by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.

(f) The Company shall give notice of each
resignation and each removal of the Trustee and each appointment of a successor
Trustee to all Holders in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee and the address of its
Corporate Trust Office.

-43-
<PAGE> 54

SECTION 611. Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder. Upon request of any such
successor Trustee, the Company shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts.

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

SECTION 612. Merger, Conversion, Consolidation
or Succession to Business.

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

-44-
<PAGE> 55

SECTION 613. Preferential Collection
of Claims Against Company.

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

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or
Agents which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which
such Authenticating Agent shall be a party, or any corporation succeeding to
the

-45-
<PAGE> 56

corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

An Authenticating Agent may resign at any time by
giving written notice thereof to the Trustee and to the Company. The Trustee
may at any time terminate the agency of an Authenticating Agent by giving
written notice thereof to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this
Section, and the Trustee shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

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

-46-
<PAGE> 57

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

LASALLE NATIONAL BANK As Trustee

By___________________________,
As Authenticating Agent

By____________________________
Authorized Officer

ARTICLE SEVEN

Holders' Lists and Reports by Trustee and Company

SECTION 701. Company to Furnish Trustee
Names and Addresses of Holders.

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

(a) semi-annually, not more than 15 days after
each Regular Record Date, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the
Holders as of such Regular Record Date, and

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

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

-47-
<PAGE> 58

SECTION 702. Preservation of Information;
Communications to Holders.

(a) The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar. The Trustee may destroy any list furnished
to it as provided in Section 701 upon receipt of a new list so furnished.

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

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

SECTION 703. Reports by Trustee.

(a) Within 60 days after December 31 of each year
(in the case of annual reports) and as and when required (in the case of all
other reports), the Trustee shall transmit to Holders such reports concerning
the Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act to be so transmitted and in the manner provided
pursuant thereto.

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

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times

-48-
<PAGE> 59

and in the manner provided pursuant to such Act; provided that any such
information, documents or reports required to be filed with Commission pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801. Company May Consolidate, Etc. Only
on Certain Terms.

The Company shall not, in a single transaction or
through a series of related transactions, (a) consolidate with or merge with or
into any other Person, (b) sell, assign, convey, transfer or lease or otherwise
dispose of all or substantially all of its properties and assets to any Person
or group of affiliated Persons, or (c) permit any of its Restricted
Subsidiaries to enter into any such transaction or transactions if such
transaction or transactions, in the aggregate, would result in a sale,
assignment, transfer, lease or disposal of all or substantially all of the
properties and assets of the Company and its Restricted Subsidiaries on a
consolidated basis to any other Person or group of affiliated Persons, unless:

(1) in a transaction in which the Company
consolidates with or merges with or into another Person and is
not the surviving entity of such consolidation or merger or in
which the Company directly or indirectly sells, assigns,
conveys, transfers, leases or otherwise disposes of all or
substantially all of its properties and assets as an entirety,
(a) the Person formed by such consolidation or with or into
which the Company is merged or the Person that acquires by
sale, assignment, conveyance, transfer, lease or other
disposition all or substantially all of the properties and
assets of the Company as an entirety (for purposes of this
Article Eight, a "Successor Company") shall be a corporation,
partnership or trust, shall be organized and validly existing
under the laws of the United States of America, any State
thereof or the District of Columbia and

-49-
<PAGE> 60

(b) the Successor Company shall expressly assume by an
indenture supplemental hereto executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all the
Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or
observed;

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

(3) if, as a result of any such transaction,
property and assets of the Company or any Restricted
Subsidiary would become subject to a Mortgage which would not
be permitted by Section 1007, the Company or, if applicable,
the Successor Company, as the case may be, shall take such
steps as shall be necessary effectively to secure the
Securities equally and ratably with (or prior to) Debt secured
by such Mortgage; and

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

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger
of the Company into, any other Person or any trans-

-50-
<PAGE> 61

fer, conveyance, sale, lease or other disposition of all or substantially all
of the properties and assets of the Company as an entirety in accordance with
Section 801, the Successor Company shall succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein, and thereafter, except in the case of a lease, the predecessor Person
shall be relieved of all obligations and covenants under this Indenture and the
Securities.

ARTICLE NINE

Supplemental Indentures

SECTION 901. Supplemental Indentures
Without Consent of Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

(2) to add to the covenants of the Company for
the benefit of the Holders, or to surrender any right or power
herein conferred upon the Company; or

(3) to secure the Securities pursuant to the
requirements of Section 1013 or otherwise; or

(4) to comply with any requirements of the
Commission in order to effect and maintain the qualification
of this Indenture under the Trust Indenture Act; or

(5) to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with
any other provision herein, or to make any other provisions
with

-51-
<PAGE> 62

respect to matters or questions arising under this Indenture which shall not be
inconsistent with the provisions of this Indenture, provided such action
pursuant to this Clause (5) shall not adversely affect the interests of the
Holders in any material respect.

SECTION 902. Supplemental Indentures
with Consent of Holders.

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

(1) change the Stated Maturity of the principal
of, or any instalment of interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon,
or change the place of payment where, or the coin or currency
in which, any Security or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity thereof, or

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

(3) modify any of the provisions this Section,
Section 513 or Section 1010, except to increase any such
percentage or to provide that certain other provisions of this

-52-
<PAGE> 63

Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby.

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

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trusts created by this Indenture, the Trustee
shall be entitled to receive, and (subject to Section 601) shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities
to Supplemental Indentures.

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

-53-
<PAGE> 64

shall so determine, new Securities so modified as to conform, in the opinion of
the Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.

ARTICLE TEN

Covenants

SECTION 1001. Payment of Principal and Interest.

The Company will duly and punctually pay the
principal of and interest on the Securities in accordance with the terms of the
Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

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

The Company may also from time to time designate one
or more other offices or agencies (in or outside the Borough of Manhattan, The
City of New York) where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, The City of New York, for such purposes. The Company
will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or
agency.

-54-
<PAGE> 65

SECTION 1003. Money for Security
Payments to be Held in Trust.

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

Whenever the Company shall have one or more Paying
Agents, it will, prior to each due date of the principal of or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal
or interest so becoming due, such sum to be held in trust for the benefit of
the Persons entitled to such principal or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

The Company will cause each Paying Agent other than
the Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:

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

(2) give the Trustee notice of any default by the
Company (or any other obligor upon the Securities) in the
making of any payment of principal or interest; and

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

The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, pay, or by Company Order direct

-55-
<PAGE> 66

any Paying Agent to pay, to the Trustee all sums held in trust by the Company
or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

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

SECTION 1004. Existence.

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

SECTION 1005. Maintenance of Properties.

The Company will cause all properties used or useful
in the conduct of its business or the business of any

-56-
<PAGE> 67

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

SECTION 1006. Payment of Taxes and Other Claims.

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

SECTION 1007. Restrictions on Secured Debt.

The Company will not itself, and will not permit any
Restricted Subsidiary to, incur, issue, assume, or guarantee any loans, whether
or not evidenced by negotiable instruments or securities, or any notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed
(loans, and notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed being herein called "Debt"), secured after the date hereof
by pledge of, or mortgage or lien on, any Principal Property of the Company or
any Restricted Subsidiary or any shares of Capital Stock of or Debt of any
Restricted Subsidiary (mortgages, pledges and liens being herein called
"Mortgage" or "Mortgages"), without effectively providing that the Securities
(together with, if the Company shall so determine, any other Debt of the
Company or such Restricted

-57-
<PAGE> 68

Subsidiary then existing or thereafter created which is not subordinated to the
Securities) shall be secured equally and ratably with (or, at the option of the
Company, prior to) such secured Debt, so long as such secured Debt shall be so
secured, unless, after giving effect thereto, the aggregate amount of all such
secured Debt plus all Attributable Debt of the Company and its Restricted
Subsidiaries with respect to sale and leaseback transactions to which Section
1008 is applicable would not exceed 10% of Consolidated Net Tangible Assets,
provided, however, that this Section 1007 shall not apply to, and there shall
be excluded from secured Debt in any computation under this Section 1007 or
Section 1008, Debt secured by:

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

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

(3) Mortgages in favor of any governmental body to
secure progress, advance or other payments pursuant to any
contract or provision of any statute;

(4) Mortgages on property, shares of Capital Stock
or Debt existing at the time of acquisition thereof (including
acquisition through merger or consolidation) or to secure the
payment of all or any part of the purchase price thereof or
construction thereon or to secure any Debt incurred prior to,
at the time of, or within 180 days after the later of the
acquisition of such property, shares of Capital Stock or Debt
or the completion of construction, for the purpose of
financing all or any part of the purchase price thereof or
construction thereon;

(5) Mortgages securing obligations issued by a
State, territory or possession of the United States, any
political subdivision of any of the foregoing, or the District
of Columbia, or any instrumentality of any of the foregoing to
finance the acquisition or construction of property, and on
which the interest is not, in the opinion of tax

-58-
<PAGE> 69

counsel of recognized standing or in accordance with a ruling
issued by the Internal Revenue Service, includible in gross
income of the holder by reason of Section 103(a)(1) of the
Internal Revenue Code (or any successor to such provision) as
in effect at the time of the issuance of such obligations; or

(6) Any extension, renewal or replacement (or
successive extensions, renewals or replacements), as a whole
or in part, of any Mortgage referred to in the foregoing
clauses (1) or (4); provided, however, that such extension,
renewal or replacement Mortgage shall be limited to all or
part of the same property, shares of Capital Stock or Debt
that secured the Mortgage extended, renewed or replaced (plus
improvements on such property).

SECTION 1008. Restrictions on Sales and Leasebacks.

The Company will not itself, and will not permit any
Restricted Subsidiary to, enter into any transaction after the date hereof with
any bank, insurance company or other lender or investor, or any such
transaction to which any such bank, company, lender or investor is a party,
providing for the leasing by the Company or a Restricted Subsidiary of any
Principal Property which has been or is to be sold or transferred by the
Company or such Restricted Subsidiary to such bank, company, lender or
investor, or any person to whom funds have been or are to be advanced by such
bank, company, lender or investor on the security of such Principal Property
(herein referred to as a "sale and leaseback transaction") unless, after giving
effect thereto, the aggregate amount of all Attributable Debt with respect to
all such transactions plus all secured Debt to which Section 1007 is applicable
would not exceed 10% of Consolidated Net Tangible Assets. This covenant shall
not apply to, and there shall be excluded from Attributable Debt in any
computation under this Section 1008 or Section 1007 Attributable Debt with
respect to, any sale and leaseback transaction if:

(1) the lease in such sale and leaseback transaction
is for a period, including renewal rights, of not in excess of
three years, or

-59-
<PAGE> 70

(2) the Company or a Restricted Subsidiary, within
180 days after the sale or transfer shall have been made by
the Company or by a Restricted Subsidiary, applies an amount
equal to the greater of the net proceeds of the sale of the
Principal Property leased pursuant to such arrangement or the
fair market value of the Principal Property so leased at the
time of entering into such arrangement (as determined in any
manner approved by the Board of Directors) to

(a) the retirement of the Securities, other
Funded Debt of the Company ranking on a parity with
or senior to the Securities, or Funded Debt of a
Restricted Subsidiary, provided, however, that the
amount to be applied to the retirement of such
Funded Debt of the Company or a Restricted Subsidiary
shall be reduced by (x) the principal amount of any
Securities (or other notes or debentures constituting
such Funded Debt) delivered within such 180-day
period to the Trustee or other applicable trustee for
retirement and cancellation and (y) the principal
amount of such Funded Debt, other than items referred
to in the preceding clause (x), voluntarily retired
by the Company or a Restricted Subsidiary within 180
days after such sale, and provided, further, that,
notwithstanding the foregoing, no retirement referred
to in this clause (a) may be effected by any payment
at maturity or pursuant to any mandatory sinking fund
payment or any mandatory prepayment provision; or

(b) the purchase of other property which
will constitute a Principal Property having a fair
market value, in the opinion of the Board of
Directors, at least equal to the fair market value of
the Principal Property leased in such sale and
leaseback transaction, or

(3) such sale and leaseback transaction is entered
into prior to, at the time of, or within 180 days after the
later of the

-60-
<PAGE> 71

acquisition of the Principal Property or the completion of
construction thereon, or

(4) the lease in such sale and leaseback transaction
secures or relates to obligations issued by a State, territory
or possession of the United States, or any political
subdivision of any of the foregoing, the District of Columbia,
or any instrumentality of any of the foregoing to finance the
acquisition or construction of property, and on which the
interest is not, in the opinion of tax counsel of recognized
standing or in accordance with a ruling issued by the Internal
Revenue Service, includible in gross income of the holder by
reason of Section 103(a)(1) of the Internal Revenue Code (or
any successor to such provision) as in effect at the time of
the issuance of such obligations, or

(5) such sale and leaseback transaction is entered
into between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries.

SECTION 1009. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 90
days after the end of each fiscal year, an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture, and if the Company shall be in default,
specifying all such defaults and the nature and status thereof of which they
may have knowledge.

SECTION 1010. Waiver of Certain Covenants.

The Company may omit in any particular instance to
comply with any covenant or condition set forth in Section 801 and Sections
1005 to 1008, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly

-61-
<PAGE> 72

waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such covenant or
condition shall remain in full force and effect.

ARTICLE ELEVEN

Defeasance and Covenant Defeasance

SECTION 1101. Company's Option to Effect Defeasance or
Covenant Defeasance.

The Company may at its option by Board Resolution, at
any time, elect to have either Section 1102 or Section 1103 applied to the
Outstanding Securities upon compliance with the conditions set forth below in
this Article Eleven.

SECTION 1102. Defeasance and Discharge.

Upon the Company's exercise of the option provided in
Section 1101 applicable to this Section, the Company shall be deemed to have
been discharged from its obligations with respect to the Outstanding Securities
on the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
the Outstanding Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1104 and as more fully set forth in such Section, payments in respect
of the principal of and interest on such Securities when such payments are due,
(B) the Company's obligations with respect to such Securities under Sections
304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (D) this Article Eleven. Subject to
compliance with this Article Eleven, the Company may exercise its option under
this Section 1102 notwithstanding the prior exercise of its option under
Section 1103.

-62-
<PAGE> 73

SECTION 1103. Covenant Defeasance.

Upon the Company's exercise of the option provided in
Section 1101 applicable to this Section, (i) the Company shall be released
from its obligations under Sections 1005 through 1008, inclusive, and Clause
(3) of Section 801, and (ii) the occurrence of an event specified in Sections
501(3) (with respect to any of Sections 1005 through 1008, inclusive) and
501(4) shall not be deemed to be an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "covenant defeasance").
For this purpose, such covenant defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section, Clause or Article, whether directly
or indirectly by reason of any reference elsewhere herein to any such Section,
Clause or Article or by reason of any reference in any such Section, Clause or
Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1104. Conditions to Defeasance or
Covenant Defeasance.

The following shall be the conditions to application
of either Section 1102 or Section 1103 to the then Outstanding Securities:

(1) The Company shall irrevocably have deposited
or caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 609 who shall agree to
comply with the provisions of this Article Eleven applicable
to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of such
Securities, (A) money in an amount, or (B) U.S. Government
Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms
will provide, not later than one day before the due date of
any payment, money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the

-63-
<PAGE> 74

Trustee, to pay and discharge, and which shall be applied by
the Trustee (or other qualifying trustee) to pay and
discharge, the principal of and each instalment of interest on
the Securities on the Stated Maturity of such principal or
instalment of interest in accordance with the terms of this
Indenture and of such Securities. For this purpose, "U.S.
Government Obligations" means securities that are (x) direct
obligations of the United States of America for the payment of
which its full faith and credit is pledged or (y) obligations
of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith
and credit obligation by the United States of America, which,
in either case, are not callable or redeemable at the option
of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect
to any such U.S. Government Obligation or a specific payment
of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the
holder of such depository receipt, provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific
payment of principal of or interest on the U.S. Government
Obligation evidenced by such depository receipt.

(2) In the case of an election under Section
1102, the Company shall have delivered to the Trustee an
Opinion of Counsel stating that (x) the Company has received
from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture
there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding

-64-
<PAGE> 75

Securities will not recognize 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, defeasance and discharge
had not occurred.

(3) In the case of an election under Section
1103, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the
Outstanding Securities will not recognize gain or loss for
Federal income tax purposes as a result of such deposit and
covenant defeasance 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 covenant
defeasance had not occurred.

(4) The Company shall have delivered to the
Trustee an Officer's Certificate to the effect that the
Securities, if then listed on any securities exchange, will
not be delisted as a result of such deposit.

(5) Such defeasance or covenant defeasance shall
not cause the Trustee to have a conflicting interest as
defined in Section 608 and for purposes of the Trust Indenture
Act with respect to any securities of the Company.

(6) No Event of Default or event which with notice
or lapse of time or both would become an Event of Default
shall have occurred and be continuing on the date of such
deposit or, insofar as subsections 501(5) and (6) are
concerned, at any time during the period ending on the 121st
day after the date of such deposit (it being understood that
this condition shall not be deemed satisfied until the
expiration of such period).

(7) Such defeasance or covenant defeasance shall
not result in a breach or violation of, or constitute a
default under, any

-65-
<PAGE> 76

other agreement or instrument to which the Company is a party
or by which it is bound.

(8) The Company shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent provided for
relating to either the defeasance under Section 1102 or the
covenant defeasance under Section 1103 (as the case may be)
have been complied with.

(9) Such defeasance or covenant defeasance shall
not result in the trust arising from such deposit constituting
an investment company as defined in the Investment Company Act
of 1940, as amended, or such trust shall be qualified under
such act or exempt from regulation thereunder.

SECTION 1105. Deposited Money and U.S. Government
Obligations to be Held in Trust;
Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of
Section 1003, all money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee (or other qualifying
trustee--collectively, for purposes of this Section 1105, the "Trustee")
pursuant to Section 1104 in respect of the Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Holders of such Securities, of all sums due and
to become due thereon in respect of principal and any interest, but such money
need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 1104 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the Outstanding
Securities.

Anything in this Article Eleven to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or

-66-
<PAGE> 77

U.S. Government Obligations held by it as provided in Section 1104 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

SECTION 1106. Reinstatement.

If the Trustee or the Paying Agent is unable to apply
any money in accordance with Section 1102 or 1103 by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Company's obligations under
this Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Eleven until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1102 or 1103; provided, however, that if the Company makes any payment
of principal of or interest on any Security following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money held by the Trustee or
the Paying Agent.

____________________

This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to

-67-
<PAGE> 78

be an original, but all such counterparts shall together constitute but one and
the same instrument.

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

GEORGIA GULF CORPORATION

By___________________________

Attest:

__________________________

LASALLE NATIONAL BANK

By____________________________
Vice President

Attest:

___________________________
Assistant Secretary

-68-
<PAGE> 79

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

On the _____ day of __________, 1995, before me
personally came ___________________________, to me known, who, being by me
duly sworn, did depose and say that [he -- she] is
___________________________________________________ of Georgia Gulf
Corporation, one of the corporations described in and which executed the
foregoing instrument; that [he -- she] knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that
[he -- she] signed [his -- her] name thereto by like authority.

______________________________

STATE OF ILLINOIS ) ss.:
COUNTY OF COOK )

On the _____ day of __________, 1995, before me
personally came ___________________________, to me known, who, being by me
duly sworn, did depose and say that [he -- she] is
___________________________________________________ of LaSalle National Bank,
one of the corporations described in and which executed the foregoing
instrument; that [he -- she] knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that [he -- she]
signed [his -- her] name thereto by like authority.

______________________________

-69-

<PAGE> 1
EXHIBIT 5

________, 1995

Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30348

Gentlemen:

We have acted as counsel to Georgia Gulf Corporation,
a Delaware corporation (the "Company"), in connection with the registration of
$100,000,000 Notes due ________ __, 2005 (the "Notes") to be issued by you
pursuant to a Registration Statement on Form S-3, as filed with the Securities
and Exchange Commission (the "Registration Statement"), File No. 33-________.

We have examined originals or certified or
photostatic copies of such records of the Company, certificates of officers of
the company and public officials and such other documents as we have deemed
relevant or necessary as the basis of the opinions set forth below in this
letter. In such examination we have assumed the genuineness of all signatures,
the conformity to original documents of all documents submitted as certified or
photostatic copies, and the authenticity of originals of such latter documents.
Based upon the foregoing, we are of the following opinion:

The Notes, when sold in accordance with the
Registration Statement, will be binding obligations of the Company.

We hereby consent to the reference to this firm under
the heading "Validity of Notes" in the Prospectus contained in the Registration
Statement.

Very truly yours,

JONES, DAY, REAVIS & POGUE

<PAGE> 1
GEORGIA GULF CORPORATION EXHIBIT 12
STATEMENT RE COMPUTATION OF RATIOS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------
DESCRIPTION 1990 1991 1992 1993 1994
- ------------------------------------------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Cash interest expense plus capitalized interest $62,014 $76,542 $56,585 $44,185 $38,607

Amortization of debt issuance costs 1,888 4,729 5,191 961 792

Interest portion of operating rental expense 3,287 4,169 4,737 4,495 3,930
------- ------- ------- ------- -------

Fixed charges 67,189 85,440 66,513 49,641 43,329
------- ------- ------- ------- -------

Earnings before income taxes 150,044 90,255 67,683 65,788 192,778

Capitalized interest (741) (499) (560) (367) (1,842)
------- ------- ------- ------- -------

Adjusted earnings 149,303 89,756 67,123 65,421 190,936
------- ------- ------- ------- -------

Earnings before fixed charges and income taxes 216,492 175,196 133,636 115,062 234,265
------- ------- ------- ------- -------

Ratio of earning to fixed charges 3.2 x 2.1 x 2.0 x 2.3 x 5.4 x
======= ======= ======= ======= =======
</TABLE>

[CAPTION]

<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
DESCRIPTION 1994 1995
- ----------------------------------------------- ------- -------
(UNAUDITED)
<S> <C> <C>
Cash interest expense plus capitalized interest $19,531 $15,940

Amortization of debt issuance costs 308 481

Interest portion of operating rental expense 1,970 2,267
------- -------

Fixed charges 21,809 18,688
------- -------

Earnings before income taxes 50,437 180,406

Capitalized interest (550) (569)
------- -------

Adjusted earnings 49,887 179,837
------- -------

Earnings before fixed charges and income taxes 71,696 198,525
------- -------

Ratio of earning to fixed charges 3.3 x 10.6 x
======= =======
</TABLE>

<PAGE> 1

EXHIBIT 23(A)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 14,
1995 included or incorporated by reference in Georgia Gulf Corporation's Form
10-K for the year ended December 31, 1994 and to all references to our Firm
included in this registration statement.

ARTHUR ANDERSEN LLP

Atlanta, Georgia
September 28, 1995

<PAGE> 1
EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

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

LASALLE NATIONAL BANK
(Exact name of trustee as specified in its charter)

36-1521370
(I.R.S. Employer
Identification No.)

135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)

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

M. ROBERT K. QUINN
Senior Vice President and General Counsel
Telephone: (312) 904-2010
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)

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

GEORGIA GULF CORPORATION
(Exact name of obligor as specified in its charter)

<TABLE>
<S> <C>
Delaware 58-1563799
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346

(Address of Principal Executive Offices) (Zip Code)
</TABLE>

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

Notes due 2005
(Title of the indenture securities)

<PAGE> 2

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.

1. Comptroller of the Currency, Washington D.C.

2. Federal Deposit Insurance Corporation, Washington, D.C.

3. The Board of Governors of the Federal Reserve
Systems, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

If the obligor or any underwriter for the obligor is an affiliate
of the trustee, describe each such affiliation.

Neither the obligor nor any underwriter for the obligor
is an affiliate of the trustee.

ITEM 3. VOTING SECURITIES OF THE TRUSTEE.

Furnish the following information as to each class of voting
securities of the trustee:

Not applicable

<PAGE> 3
ITEM 4. TRUSTEESHIPS UNDER OTHER INDENTURES.

If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:

(a) Title of the securities outstanding under each other indenture.

Not applicable

(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.

Not applicable

ITEM 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

If the trustee or any of the directors or executive officers of the trustee is
a director, officer, partner, employee, appointee, or representative of the
obligor or of any underwriter for the obligor, identify each such person having
any such connection and state the nature of each such connection.

Not applicable

ITEM 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor.

Not applicable

ITEM 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS.

Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, and executive officer of each such underwriter.

Not applicable

<PAGE> 4
ITEM 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:

Not applicable

ITEM 9. SECURITIES OF THE UNDERWRITER OWNED OR HELD BY THE TRUSTEE.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.

Not applicable

ITEM 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge
of the trustee (1) owns 10 percent or more of the voting securities of the
obligor or (2) is an affiliate, other than a subsidiary, of the obligor,
furnish the following information as to the voting securities of such person.

Not applicable

ITEM 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON
OWNING 50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of the
trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such
person any of which are so owned or held by the trustee.

Not applicable

ITEM 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

If the obligor is indebted to the trustee, furnish the following information.

Not applicable

<PAGE> 5
ITEM 13. DEFAULTS BY THE OBLIGOR.

a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

Not applicable

b) If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

Not applicable

ITEM 14. AFFILIATIONS WITH THE UNDERWRITERS.

If any underwriter is an affiliate of the trustee, describe each such
affiliation.

Not applicable

ITEM 15. FOREIGN TRUSTEE.

Identify the order or rule pursuant to which the foreign trustee is authorized
to act as sole trustee under indentures qualified or to be qualified.

Not applicable

<PAGE> 6

ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and
qualification.

1. A copy of the Articles of Association of LaSalle National Bank
now in effect.

2. A copy of the certificate of authority to commence business.

3. A copy of the authorization to exercise corporate trust
powers.

4. A copy of the existing By-Laws of LaSalle National Bank.

5. Not applicable.

6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.

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.

<PAGE> 7
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee,
LaSalle National Bank, a corporation organized and existing under the laws of
the United States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 27th day of
September 1995.

LASALLE NATIONAL BANK

By: /s/ Sarah H. Webb
-----------------
Sarah H. Webb
Vice President

<PAGE> 8

EXHIBIT 1

ARTICLES OF ASSOCIATION

<PAGE> 9

ARTICLES
OF
ASSOCIATION

LA SALLE NATIONAL BANK (LOGO)

LA SALLE NATIONAL BANK
CHICAGO, ILLINOIS
<PAGE> 10

(LOGO)
LaSalle National Bank

ARTICLES OF ASSOCIATION

FIRST. The title of this association, which shall carry on the
business of banking under the laws of the United States shall be "LaSalle
National Bank."

SECOND. The place where the main banking house or office of this
association shall be located, its operations of discount and deposit carried
on, and its general business conducted, shall be Chicago, County of Cook, State
of Illinois.

THIRD. The Board of Directors of this association shall consist of
such number of its shareholders, not less than five nor more than twenty-five,
as from time to time shall be determined by a majority of the votes to which
all of its shareholders are at the time entitled. A majority of the Board of
Directors shall be necessary to constitute a quorum for the transaction of
business. The Board of Directors, by vote of a majority of the full board, may,
between annual meetings of shareholders increase the membership of the Board
where the number of directors last elected by shareholders was 15 or less, by
not more than two members, and where the number of directors last elected by
shareholders was 16 or more, by not more than four members and by a like vote
appoint qualified persons to fill the vacancies created thereby; provided that
the number of Directors shall at no time exceed twenty-five.

FOURTH. The regular annual meeting of the shareholders of this
association shall be held at its main banking house, or other convenient place
duly authorized by the board of directors on such day of each year as is
specified therefor in the bylaws.

FIFTH. The amount of capital stock which this association is
authorized to issue shall be Twenty Million Dollars ($20,000,000.00) divided
into 2,000,000 shares of common capital stock of the par value of $10.00 each;
but said capital stock may be increased or decreased from time to time, in
accordance with the provisions of the laws of the United States.

If the capital stock is increased by the sale of additional shares
thereof, other than to key officers and employees of the association upon the
exercise of options granted pursuant to the terms of a stock option plan then
in effect, as to which sales all pre-emptive rights are waived, each
shareholder shall be entitled to subscribe for such additional shares in
proportion to the number of shares of said capital stock owned by him at the
time the increase is authorized by the
<PAGE> 11

shareholders, unless another time subsequent to the date of the shareholders'
meeting is specified in a resolution adopted by the shareholders at the time
the increase is authorized. The board of directors shall have the power to
prescribe a reasonable period of time within which the pre-emptive rights to
subscribe to the new shares of capital stock may be exercised.

The association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of
the shareholders.

SIXTH. The board of directors shall appoint one of its members
president of this association, who shall be chairman of the board, but the
board of directors may appoint a director in lieu of the president to be
chairman of the board, who shall perform such duties as may be designated by
the board of directors. The board of directors shall have the power to appoint
one or more vice presidents, a cashier and such other officers as may be
required to transact the business of this association; to fix the salaries to
be paid to all officers of this association; and to dismiss such officers, or
any of them.

The board of directors shall have the power to define the duties of
officers and employees of this association, to require bonds from them, and to
fix the penalty thereof; to regulate the manner in which directors shall be
elected or appointed, and to appoint judges of the election; to make all bylaws
that it may be lawful for them to make for the general regulation of the
business of this association and the management of its affairs; and generally
to do and perform all acts that it may be lawful for a board of directors to do
and perform.

SEVENTH. This association shall have succession from the date of its
organization certificate until such time as it be dissolved by act of its
shareholders in accordance with the provisions of the banking laws of the
United States, or until its franchise becomes forfeited by reason of violation
of law, or until terminated by either a general or a special act of Congress, or
until its affairs be placed in the hands of a receiver and finally wound up by
him.

EIGHTH. The board of directors of this association, or any three or
more shareholders owning, in the aggregate, not less than ten per centum of the
stock of this association, may call a special meeting of shareholders at any
time: Provided, however, that, unless otherwise provided by law, not less than
ten days prior to the date fixed for any such meeting, a notice of the time,
place, and purpose of the meeting shall be given by first-class mail, postage
prepaid, to all shareholders of record of this association at their respective
addresses as shown upon the books of the association. These articles of
association may be amended at any regular or special meeting of the
shareholders by the affirmative vote of the shareholders owning at least a
majority of the stock of this association, subject to the provisions of the
banking laws of the United States. The notice of any shareholders' meeting, at
which an amendment to the articles of association of this association is to be
considered, shall be given as herein-above set forth.
<PAGE> 12

NINTH. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the association for reasonable expenses actually
incurred in connection with any action, suit, or proceeding, civil or criminal,
to which he or they shall be made a party by reason of his being or having been
a director, officer, or employee of the association or of any firm,
corporation, or organization which he served in any such capacity at the
request of the association: Provided, however, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit, or
proceeding as to which he shall finally be adjudged to have been guilty of or
liable for negligence or wilful misconduct in the performance of his duties to
the association: And, provided further, that no person shall be so indemnified
or reimbursed in relation to any matter in such action, suit, or proceeding
which has been made the subject of a compromise settlement except with the
approval of a court of competent jurisdiction, or the holders of record of a
majority of the outstanding shares of the association, or the board of
directors, acting by vote of directors not parties to the same or substantially
the same action, suit, or proceeding, constituting a majority of the whole
number of the directors. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law.

********

May 17, 1982
Form No. 181, Rev 5/17/82 GW
<PAGE> 13

EXHIBIT 2

CERTIFICATE OF AUTHORITY
TO COMMENCE BUSINESS
<PAGE> 14
STATE OF ILLINOIS

AUDITOR'S OFFICE

NO. 333 (LOGO)

NATIONAL BANK TRUST CERTIFICATE

Springfield, FEBRUARY 15th 1928

I, OSCAR NELSON, Auditor of Public Accounts of the State of Illinois, do
hereby certify that the NATIONAL BUILDERS BANK OF CHICAGO located at CHICAGO,
County of COOK and State of Illinois, a corporation organized under and by
authority of the statutes of the United States governing National Banks and
authority granted by the Federal Reserve Act for the purpose of accepting and
executing trusts, has this day deposited in this office, securities in the sum
of TWO HUNDRED THOUSAND Dollars, $200,000.00 of the character designated by
Section 6 of the Act of the Legislature of the State of Illinois entitled "An
Act to provide for and regulate the administration of trusts by trust
companies,"
The said deposit is made for the benefit of the creditors of said
NATIONAL BUILDERS BANK OF CHICAGO under and by virtue of the provisions of the
Act above referred to and the said securities are now held by me in this office
in my official capacity as such Auditor of Public Accounts, for the uses and
purposes aforesaid.
I further certify that by virtue of the Acts aforesaid, the NATIONAL
BUILDERS BANK OF CHICAGO is hereby authorized to accept and execute trusts and
receive deposits of trust funds under the provisions and limitations of "An
Act to provide for and regulate the administration of trusts in Illinois.

IN TESTIMONY WHEREOF, I hereunto subscribe my name
(SEAL) and affix the seal of my office, the day and year first
above written.

/s/ Oscar Nelson
---------------------------
AUDITOR OF PUBLIC ACCOUNTS.
STATE OF ILLINOIS.
<PAGE> 15
NO. 13146.

TREASURY DEPARTMENT (LOGO)

OFFICE OF COMPTROLLER OF THE CURRENCY

Washington, D.C., NOVEMBER 29, 1927.
WHEREAS, by satisfactory evidence presented to the undersigned, it has been made
to appear that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of CHICAGO in
the County of COOK and State of ILLINOIS has complied with all the provisions
of the Statutes of the United States, required to be complied with before an
association shall be authorized to commence the business of Banking;

NOW THEREFORE I, J.W. MCINTOSH, Comptroller of the Currency, do hereby
certify that "NATIONAL BUILDERS BANK OF CHICAGO" in the CITY of CHICAGO in the
County of COOK and State of ILLINOIS is authorized to commence the business of
Banking as provided in Section Fifty one hundred and sixty nine of the Revised
Statutes of the United States.

IN TESTIMONY WHEREOF witness my hand and Seal of
(SEAL) office this TWENTY-NINTH day of NOVEMBER, 1927.

/s/ J.W. McIntosh
---------------------------
Comptroller of the Currency
<PAGE> 16
CERTIFICATE OF CHANGE OF CORPORATE TITLE

(LOGO)

NO. 13146.

TREASURY DEPARTMENT

OFFICE OF THE COMPTROLLER OF THE CURRENCY

WASHINGTON, D.C., MAY 1, 1940.

WHEREAS, by satisfactory evidence presented to me, it appears that
under authority of sections 2, 3, and 4, of the Act of Congress approved May 1,
1886, entitled "An Act to enable national banking associations to increase
their capital stock and to change their names or location," shareholders owning
two-thirds of the stock of the national banking association heretofore known
as-- "NATIONAL BUILDERS BANK OF CHICAGO," located in CHICAGO, County of COOK,
State of ILLINOIS, have voted to change the name of said association
to-- "LASALLE NATIONAL BANK," and have complied with all the provisions of the
said Act relative to national banking associations changing their name.
NOW, THEREFORE, IT IS HEREBY CERTIFIED, that the name of the said
association has been changed to-- "LASALLE NATIONAL BANK," and that such change
of name is hereby approved under authority conferred by said Act.

(SEAL) IN TESTIMONY WHEREOF, witness my hand and seal of office
this FIRST day of MAY, 1940.

/s/
--------------------------------------------
ACTING Comptroller of the Currency.
<PAGE> 17

EXHIBIT 3

AUTHORIZATION TO EXERCISE
CORPORATE TRUST POWERS
<PAGE> 18

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM [LETTERHEAD]

WASHINGTON

May 9, 1940

LaSalle National Bank,
Chicago, Illinois.

Gentlemen:

The Board of Governors of the Federal Reserve System has been
officially advised by the Comptroller of the Currency that on May 1, 1940,
National Builders Bank of Chicago, Chicago, Illinois, changed its title to
LaSalle National Bank, and accordingly there is enclosed herewith a certificate
showing that LaSalle National Bank has authority to exercise the fiduciary
powers enumerated therein.

Kindly acknowledge receipt of this certificate.

Very truly yours,

S. R. Carpenter
-------------------
S. R. Carpenter,
Assistant Secretary.

Enclosure
<PAGE> 19

BOARD OF GOVERNORS
OF THE
FEDERAL RESERVE SYSTEM
WASHINGTON

I, S. R. Carpenter, Assistant Secretary of the Board of Governors of
the Federal Reserve System (formerly known as the Federal Reserve Board), do
hereby certify that it appears from the records of the Board of Governors of
the Federal Reserve System that:

(1) Pursuant to the authority vested in the Federal Reserve Board by
an Act of Congress approved December 23, 1913, known as the Federal Reserve
Act, as amended, the Federal Reserve Board on December 8, 1927, granted to
National Builders Bank of Chicago, Chicago, Illinois, the right to act, when
not in contravention of State or local law, as trustee, executor,
administrator, registrar of stocks and bonds, guardian of estates, assignee,
receiver, committee of estates of lunatics, or in any other fiduciary capacity
in which State banks, trust companies or other corporations which come into
competition with national banks are permitted to act under the laws of the
State of Illinois;

(2) Under the provisions of an Act of Congress approved May 1, 1886,
National Builders Bank of Chicago, Chicago, Illinois, on May 1, 1940, changed
its title to LaSalle National Bank; and

(3) By virtue of the foregoing, LaSalle National Bank, Chicago,
Illinois, has authority to act, when not in contravention of State or local
law, as trustee, executor, administrator, registrar of stocks and bonds,
guardian of estates, assignee, receiver, committee of estates of lunatics, or
in any other fiduciary capacity in which State banks, trust companies or other
corporations which come into competition with national banks are permitted to
act under the laws of the State of Illinois, subject to regulations prescribed
by the Board of Governors of the Federal Reserve System.

IN WITNESS WHEREOF, I have hereunto subscribed my name and caused the
seal of the Board of Governors of the Federal Reserve System to be affixed at
the City of Washington in the District of Columbia.

/s/ S. R. Carpenter
----------------------------
Assistant Secretary.

Dated May 9, 1940

<PAGE> 20

EXHIBIT 4

BY-LAWS OF LA SALLE NATIONAL BANK
<PAGE> 21

BYLAWS

LA SALLE NATIONAL BANK

CHICAGO, ILLINOIS

LA SALLE NATIONAL BANK (LOGO)

Organized Under the National Banking Laws
of the United States
<PAGE> 22

BYLAWS

of the

LA SALLE NATIONAL BANK

(a National Banking Association which association
is herein referred to as the "bank")

ARTICLE I

MEETINGS OF SHAREHOLDERS

SECTION 1.1 ANNUAL MEETING. The regular annual meeting of the
shareholders for the election of directors and the transaction of whatever
other business may properly come before the meeting, shall be held at the main
office of the Bank, 135 South LaSalle Street, Chicago, Illinois, or such other
place as the Board of Directors may designate, at 9:00 A.M., on the third
Wednesday of March of each year. Notice of such meeting shall be mailed,
postage prepaid, at least ten days prior to the date thereof, addressed to each
shareholder at his address appearing on the books of the Bank. If for any
cause, an election of directors is not made on the said day, the Board of
Directors shall order the election to be held on some subsequent day as soon
thereafter as practicable, according to the provisions of law; and notice
thereof shall be given in the manner herein provided for the annual meeting.

SECTION 1.2. SPECIAL MEETINGS. Except as otherwise specifically
provided by statute, special meetings of the shareholders may be called for any
purpose at anytime by the board of directors or by any three or more
shareholders owning, in the aggregate, not less than ten percent of the stock
of the bank. Every such special meeting, unless otherwise provided by law,
shall be called by mailing, postage pre-paid, not less than ten days prior to
the date fixed for such meeting, to each shareholder at his address appearing
on the books of the bank, a notice stating the purpose of the meeting.

SECTION 1.3. NOMINATIONS FOR DIRECTOR. Nominations for election to the
board of directors may be made by the board of directors or by any shareholder
of any outstanding class of capital stock of the bank entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of
the existing management of the bank, shall be made in writing and shall be
delivered or mailed to the president of the bank and to the Comptroller of the
Currency, Washington, D.C., not less than 14 days nor more than 50 days prior
to any meeting of shareholders called for the election of directors, provided,
however, that if less than 21 days' notice of the meeting is given to the
shareholders, such nomination shall be mailed or delivered to the president of
the bank and to the Comptroller of the Currency not later than the close of
business on the seventh day following the day on which the notice of meeting
was mailed. Such notification shall contain the following information to the
extent known to the notifying shareholder: (a) the name and address of each
proposed nominee; (b) the principal occupation of each proposed nominee; (c)
the total number of shares of capital stock of each proposed nominee; (d) the
name and address of the notifying shareholder; and (e) the number of shares of
capital stock of the bank owned by the notifying shareholder. Nominations not
made in accordance herewith, may, in his discretion, be disregarded by the
chairman of the

1
<PAGE> 23

meeting, and upon his instructions, the vote tellers may disregard all votes
cast for each such nominee.

SECTION 1.4. JUDGES OF ELECTION. Every election of directors shall be
managed by three judges, who shall be appointed by the board of directors prior
lo the time of said election. The judges of election shall hold and conduct the
election at which they are appointed to serve; and after the election, they
shall file with the cashier a certificate under their hands, certifying the
result thereof and the names of the directors elected. The judges of election.
at the request of the chairman of the meeting, shall act as tellers of any
other vote by ballot taken at such meeting, and shall certify the result
thereof.

SECTION 1.5. PROXIES. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this bank shall act as proxy. Proxies shall be valid only for one meeting,
to be specified therein, and any adjournments of such meeting. Proxies shall be
dated and shall be filed with the records of the meeting.

SECTION 1.6. QUORUM. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the articles of association.

ARTICLE II

DIRECTORS

SECTION 2.1. BOARD OF DIRECTORS. The board of directors (hereinafter
referred to as the "board"), shall have power to manage and administer the
business affairs of the bank. Except as expressly limited by law, all corporate
powers of the bank shall be vested in and may be exercised by said board.

SECTION 2.2. NUMBER. The board shall consist of not less than five or
more than twenty-five shareholders, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full board or by resolution of the shareholders at any meeting
thereof; provided, however, that a majority of the full board may not increase
the number of directors by more than two if the number of directors last
elected by shareholders was fifteen or less and by not more than four where
the number of directors last elected by shareholders was sixteen or more,
provided that in no event shall the number of directors exceed twenty-five.

SECTION 2.3. ORGANIZATION MEETING. The cashier, upon receiving the
certificate of the judges, of the result of any election, shall notify the
directors-elect of their election and of the time at which they are required to
meet at the main office of the bank for the purpose of organizing the new board
and electing and appointing officers of the bank for the succeeding year. Such
meeting shall be appointed to be held on the day of election or as soon
thereafter as practicable, and, in any event, within thirty days thereof. If,
at the time fixed for such meeting, there shall not be a quorum

2
<PAGE> 24

present the directors present may adjourn the meeting, from time to time, until
a quorum is obtained.

SECTlON 2.4 REGULAR MEETINGS. The regular meetings of the board shall
be held, without notice, on the third Wednesday of each month at the main
office. When any regular meeting of the board falls upon a holiday, the meeting
shall be held on the next banking business day unless the board shall designate
some other day.

SECTION 2.5 SPECIAL MEETINGS. Special meetings of the board may be
called by the chairman of the board, the president, or at the request of three
or more directors. Each member of the board shall be given notice stating the
time and place, by telegram, letter or in person, of each such special meeting.

SECTION 2.6. QUORUM. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting from time to time, and the meeting may be held, as
adjourned, without further notice.

SECTION 2.7. VACANCIES. When any vacancy occurs among the directors,
the remaining members of the board, in accordance with the laws of the United
States, may appoint a director to fill such vacancy at any regular meeting of
the board, or at a special meeting called for that purpose.

SECTION 2.8. RETIREMENT POLICY. A retirement policy adopted by the
board of directors shall be applicable to directors who are not active officers
of the bank.

ARTICLE III

COMMITTEES OF THE BOARD

SECTION 3.1. EXECUTIVE COMMITTEE. There shall be an executive
committee of the board. The members of the executive committee shall be chosen
by the board from time to time, shall hold office during its pleasure, and
shall consist of the chairman of the board, the chairman of the executive
committee selected by the board, who may but need not be the same person
designated to be president, and the president, ex officio, and not less than
seven additional members of the board who shall not be active officers of the
bank. It shall be the duty of this committee to exercise such powers and
perform such duties in respect to the making of loans and discounts as shall
from time to time be specified by resolution of the board. During such periods
as the board shall not be in session, the executive committee shall have and
may exercise all the powers of the board except such as are by law or by these
bylaws required to be exercised only by the board. The executive committee may
make rules for holding and conducting its meetings and keep in the minute book
of the bank a report of all action taken which shall be submitted for approval
at each regular meeting of the board and the action of the board shall be
recorded in the minutes of that meeting. A quorum of the executive committee
shall consist of not less than five of its members, at least three of whom
shall not be active officers of the bank. The chairman of the board, or in his
absence in the order named if present, the chairman of the executive committee
or the president, may designate any director who is not an active officer of
the bank, or a designated member, to serve as a member of the executive
committee at any specified meeting. Vacancies in the executive committee

3
<PAGE> 25

at any time existing may be filled by appointment by the board. The board may
at anytime revise or change the membership and chairmanship of the executive
committee and make new or additional appointments thereto. The chairman of the
executive committee shall be ex officio a member of all committees except the
examining committee and the trust audit committee, and shall have such other
duties as may from time to time be assigned him by the board.

SECTION 3.2. OFFICERS' COMPENSATION COMMITTEE. There shall be an
officers' compensation committee of the board. The members of the officers'
compensation committee shall consist of the members ex officio provided for in
other sections of these bylaws and not less than three additional non-officer
members of the board who shall be appointed by the board each year at its first
meeting after the directors have been elected and qualified. It shall be the
duty of this committee to study the compensation of all officers of the bank
and from time to time report their recommendations to the board; and such other
duties, if any, as may from time to time be assigned to it by the board. A
majority of the committee, including at least two non-officer members, shall be
necessary for the committee to keep records of its action.

SECTION 3.3. EXAMINING COMMITTEE. There shall be an examining
committee of the board. The members of the examining committee shall consist of
the members ex officio provided for in other sections of these bylaws, but
exclusive of any active officer of the bank and not less than three additional
non-officer members of the board who shall be appointed by the board each year
at its first meeting after the directors have been elected and qualified. It
shall be the duty of this committee to make an examination at least twice each
year into the affairs of the bank or to cause the examinations to be made by
accountants (who may be the bank's own accountants) responsible only to the
board in such examinations, and to report the result of such examinations in
writing to the board at the next regular meeting thereafter, or it may, at its
sole discretion, submit the reports of the national bank examiner or of the
Chicago Clearing House Association examination, with or without additional
comments by the committee itself, for, and in lieu of its personal
examinations. Such reports shall state whether the bank is in sound condition,
whether adequate internal audit controls and procedures are being maintained
and shall recommend to the board such changes in the manner of doing business
or conducting the affairs of the bank as shall be deemed advisable.

SECTION 3.4. OTHER COMMITTEES. The board may appoint, from time to
time, from its own members, other committees of one or more persons, for such
purposes and with such powers as the board may determine.

ARTICLE IV

OFFICERS AND EMPLOYEES

SECTION 4.1. CHAIRMAN OF THE BOARD. The board shall appoint one of its
members to be chairman of the board. The chairman of the board shall supervise
the carrying out of the policies adopted or approved by the board. He shall
have general executive powers, as well as the specific powers conferred by
these bylaws. He shall be ex officio a member of all committees, except the
examining committee and the trust audit committee. He shall have general
supervision and direction of the busi-

4
<PAGE> 26

ness, affairs and personnel of the bank. He shall also have and may exercise
such further powers and duties as from time to time may be conferred upon, or
assigned to him by the board.

SECTION 4 2. VICE CHAIRMAN OF THE BOARD. The board may appoint one of
its members to be vice chairman of the board. He shall perform such duties as
may from time to time be assigned to him by the board.

SECTION 4.3. PRESIDENT. The board shall appoint one of its members to
be president of the bank. He shall be the chief executive officer and the chief
administrative officer of the bank and in the absence of the chairman of the
board, he shall preside at any meeting of the board at which he is present. The
president shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law, regulation, or practice
to the office of president, or imposed by these bylaws. He shall be ex officio
a member of all committees, except the examining committee and trust audit
committee. He shall have general supervision of the business, affairs and
personnel of the bank and in the absence of the chairman of the board, shall
exercise the powers and perform the duties of the chairman of the board. He
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the board.

SECTION 4.4. SENIOR OFFICERS. The board may appoint one or more
executive vice presidents and one or more senior vice presidents. Each such
senior officer shall have such powers and duties as may be assigned to him by
the board, the chairman of the board, or the president.

SECTION 4.5. VICE PRESIDENT. The board may appoint one or more vice
presidents. Each vice president shall have such powers and duties as may be
assigned to him by the board, the chairman of the board, or the president.

SECTION 4.6. CASHIER. The board shall appoint a cashier who shall have
such powers and duties as may be assigned to him by the board, the chairman of
the board, or the president. The cashier shall be custodian of the corporate
seal, records, documents and papers of the bank. He shall provide for keeping
of proper records of all transactions of the bank.

SECTION 4.7. SECRETARY. The board shall appoint a secretary who shall
be secretary of the bank. He shall also perform such duties as may be assigned
to him from time to time by the board. The board may appoint a secretary of the
board who shall keep accurate minutes of all meetings. He shall attend to the
giving of all notices; he shall also perform such other duties as may be
assigned to him from time to time by the board.

SECTION 4.8. OTHER OFFICERS. The board may appoint one or more
assistant vice presidents, one or more trust officers, one or more assistant
secretaries, one or more assistant cashiers, and such other officers and
attorneys-in-fact as from time to time may appear to the board to be required
or desirable to transact the business of the bank. Such officers, respectively,
shall exercise such powers and perform such duties as pertain to their several
offices or as may be conferred upon or assigned to them by the board the
chairman of the board or the president.

SECTION 4.9. CLERKS AND AGENTS. The chairman of the board, the
president, or any other active officer of the bank authorized by the chairman
of the board,

5
<PAGE> 27

or the president, may appoint and dismiss all or any paying tellers receiving
tellers note tellers, vault custodians, bookkeepers and other clerks, agents
and employees as they may deem advisable for the prompt and orderly transaction
of the business of the bank, define their duties, fix the salaries to be paid
them and the conditions of their employment.

SECTION 4.10. RESPONSIBILITY FOR MONEYS, ETC. Each of the active
officers and clerks of this bank shall be responsible for all moneys, funds
valuables and property of every kind and description that may from time to time
be entrusted to his care or placed in his hands by the board or others, or that
otherwise may come into his possession as an active officer or clerk of this
bank.

SECTION 4.11. SURETY BONDS. All the active officers and clerks of this
bank may be covered by one of the blanket form bonds customarily written by the
surety companies, drawn for such an amount, and executed by such surety
company, as the board may from time to time require, and duly approve; or at
the discretion of the board, all such active officers and clerks shall, each
for himself, give such bond, with such security, and in such denominations as
the board may from time to time require and direct. All bonds approved by the
board shall assure the faithful and honest discharge of the respective duties
of such active officer or clerk and shall provide that such active officer or
clerk shall faithfully apply and account for all moneys, funds, valuables and
property of every kind and description that may from time to time come into his
hands or be entrusted to his care, and pay over and deliver the same to the
order of the board or to such other person or persons as may be authorized to
demand and receive the same.

SECTION 4.12. TERM OF OFFICE - OFFICER DIRECTOR. The chairman of the
board, the vice chairman of the board and the president, together with any
other active officers who may be duly elected members of the board, shall hold
their respective offices for the current year for which the board (of which
they shall be members) was elected and until their successors are appointed,
unless they shall resign, be disqualified, or be removed; and any vacancy
occurring in the office of the chairman of the board, the vice chairman of the
board, the president, or in the board, shall, if required by these bylaws, be
filled by the remaining members.

SECTION 4.13. TERM OF OFFICE - OFFICER. The executive vice presidents,
the senior vice presidents, the vice presidents, the assistant vice presidents,
the cashier, the secretary, the trust officers and all other officers and
attorneys-in-fact who are not duly elected members of the board, shall be
appointed to hold their offices, respectively, during the pleasure of the
board.

ARTICLE V

TRUST DEPARTMENT

SECTION 5.1. TRUST DEPARTMENT. There shall be a department of the bank
known as the trust department which shall perform the fiduciary responsibilities
of the bank.

SECTION 5.2. TRUST OFFICER. There shall be a senior vice president and
trust officer, or vice president and trust officer of this bank, who shall be
designated as the managing officer of the trust department and whose duties
shall be to manage,

6
<PAGE> 28

supervise and direct all the activities of the trust department. He shall do,
or cause to be done, all things necessary or proper in carrying on the business
of the trust department in accordance with provisions of law and regulations.
He shall act pursuant to opinion of counsel where such opinion is deemed
necessary. Opinions of counsel shall be retained on file in connection with all
important matters pertaining to fiduciary activities. The trust officer shall
be responsible for all assets and documents held by the bank in connection with
fiduciary matters.

The board may appoint such other officers of the trust department as it may
deem necessary, with such duties as may be assigned to them by the board, the
chairman of the board, or the president.

SECTION 5.3. TRUST INVESTMENT COMMITTEE. There shall be appointed by
the board a trust investment committee of this bank composed of not less than
four members, including members ex officio provided for in other sections of
these bylaws, who shall be capable and experienced officers or directors of the
bank. All investments of funds held in a fiduciary capacity shall be made,
retained or disposed of only with the approval of the trust investment
committee; and the committee shall keep minutes of all its meetings, showing
the disposition of all matters considered and passed upon by it. The committee
shall, promptly after the acceptance of an account for which the bank has
investment responsibilities, review the assets thereof, to determine the
advisability of retaining or disposing of such assets. The committee shall
conduct a similar review at least once during each calendar year thereafter and
within fifteen months of the last such review. A report of all such reviews,
together with the action taken as a result thereof, shall be noted in the
minutes of the committee. Three members of the trust investment committee shall
constitute a quorum, and any action approved by a majority of those present
shall constitute the action of the committee.

SECTION 5.4. TRUST AUDIT COMMITTEE. The board shall appoint a
committee of not less than three directors, including members ex officio
provided for in other sections of these bylaws, exclusive of any active
officers of the bank, which shall at least once during each calendar year and
within fifteen months of the last such audit make suitable audits of the trust
department, or cause suitable audits to be made, by auditors responsible only
to the board, and at such time shall ascertain whether the department has been
administered in accordance with law, Regulation 9, and sound fiduciary
principles. Notwithstanding the provisions of this Section, the board at any
time may assign to the Examining Committee, in addition to the duties of the
Examining Committee set forth in Section 3.3 of these bylaws, all of the duties
of the Trust Audit Committee and during such time as the Examining Committee is
performing the duties of both committees, the Trust Audit Committee shall cease
to function as a committee of this board. The board at any time may reassign
the duties provided for in this Section to the Trust Audit Committee.

SECTION 5.5. TRUST DEPARTMENT FILES. There shall be maintained in the
trust department, files containing all fiduciary records necessary to assure
that its fiduciary responsibilities have been properly undertaken and
discharged.

SECTION 5.6. TRUST INVESTMENTS. Funds held in a fiduciary capacity
shall be invested in accordance with the instrument establishing the fiduciary
relationship and local law. Where such instrument does not specify the
character and class of investments to be made and does not vest in the bank a
discretion in the matter, fund shield pursuant to such instrument shall be
invested in investments in which corporate fiduciaries may invest under local
law.

7
<PAGE> 29

ARTICLE VI

STOCK AND STOCK CERTIFICATES

SECTION 6.1. TRANSFERS. Shares of capital stock shall be transferable
on the books of the bank and a transfer book shall be kept in which all
transfers of stock shall be recorded. Every person becoming a shareholder be
such transfer shall in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.

SECTION 6.2. STOCK CERTIFICATES. Certificates of capital stock shall
bear the signature of any one of, the chairman of the board, or the president
(which may be engraved, printed or impressed) and shall be signed manually or
by facsimile process by the secretary, assistant secretary, cashier, assistant
cashier, or any other officer appointed by the board for that purpose, to be
known as an authorized officer and the seal of the bank shall be engraven
thereon. Each certificate shall recite on its face that the stock represented
thereby is transferable, properly endorsed, only on the books of the bank.

ARTICLE VII

CORPORATE SEAL

SECTION 7.1. CORPORATE SEAL. The chairman of the board, the president,
the cashier, the secretary or any assistant cashier or assistant secretary, or
other officer thereunto designated by the board, shall have authority to affix
the corporate seal to any document requiring such seal, and to attest the same.
Such seal shall be substantially in the form set forth herein.

ARTICLE VIII

INDEMNIFYING OFFICERS AND DIRECTORS

SECTION 8.1. INDEMNIFYING OFFICERS AND DIRECTORS. Any person, his
heirs, executors or administrators, may be indemnified or reimbursed by the
bank for reasonable expenses actually incurred in connection with any action,
suit or proceeding, civil or criminal, to which he or they shall be made a
party by reason of his being or having been a director, officer or employee of
the bank or of any firm, corporation or organization which he served in any
such capacity at the request of the bank; provided, however, that no person
shall be so indemnified or reimbursed in relation to any matter in such action,
suit or proceeding as to which he shall finally be adjudged to have been guilty
of or liable for negligence or willful misconduct in the performance of his
duties to the bank; and, provided further, that no person shall be so
indemnified or reimbursed in relation to any matter in such action, suit or
proceeding which has been made the subject of a compromise settlement except
with the approval of a court of competent jurisdiction, or the holders of
record of a majority of the outstanding shares of the bank, or the board,
acting by vote of directors not parties to the same or substantially the same
action suit or proceeding, constituting a majority of the whole number of the
directors. The foregoing right of indemnification or reimbursement shall not be
exclusive of other rights to which such person, his heirs, executors or
administrators, may be entitled as a matter of law.

8
<PAGE> 30

ARTICLE IX

MISCELLANEOUS PROVISIONS

SECTION 9.1. FISCAL YEAR. The fiscal year of the bank shall be the
calendar year.

SECTION 9.2. EXECUTION OF INSTRUMENTS. All agreements, indentures
mortgages, deeds, conveyances transfers certificates declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
for the bank by the chairman of the board, or the vice chairman of the board,
or the president, or any executive vice president, or any senior vice
president, or any vice president, or the secretary or the cashier, or, if in
connection with the exercise of fiduciary powers of the bank by any of said
officers or by any officer in the trust department. Any such instruments may
also be signed, executed, acknowledged, verified, delivered or accepted for the
bank in such other manner and by such other officers as the board may from time
to time direct. The provisions of this Section 9.2 are supplementary to any
other provisions of these bylaws.

SECTION 9.3. RECORDS. The articles of association, the bylaws, and the
proceedings of all meetings of the shareholders and of the board shall be
recorded in appropriate minute books provided for the purpose; where these
bylaws so provide, the proceedings of standing committees of the board shall be
recorded in appropriate minute books provided for the purpose.

ARTICLE X

EMERGENCIES

SECTION 10.1. CONTINUATION OF BUSINESS. In the event of a state of
emergency of sufficient severity to interfere with the conduct and management
of the affairs of this bank, the officers and employees will continue to
conduct the affairs of the bank under such guidance from the directors as may
be available except as to matters which by statute require specific approval of
the board of directors and subject to conformance with any governmental
directives during the emergency.

SECTION 10.2. DESIGNATION OF PLACE OF BUSINESS. The offices of the
bank at which its business shall be conducted shall be the main office thereof
located at 135 South LaSalle Street, Chicago, Illinois, and any other legally
authorized location which may be leased or acquired by this bank to carry on
its business. During an emergency resulting in any authorized place of business
of this bank being unable to function, the business ordinarily conducted at
such location shall be relocated elsewhere in suitable quarters, in addition to
or in lieu of the locations heretofore mentioned, as may be designated by the
board of directors or by the executive committee or by such persons as are
then, in accordance with resolutions adopted from time to time by the board of
directors dealing with the exercise of authority in the time of such emergency,
conducting the affairs of this bank. Any temporarily relocated place of
business of this bank shall be returned to its legally authorized location as
soon as practicable and such temporary place of business shall then be
discontinued.

9
<PAGE> 31

ARTICLE XI

BYLAWS

SECTION 11.1 INSPECTION. A copy of the bylaws with all amendments
thereto, shall at all times be kept in a convenient place at the main office of
the bank and shall be open for inspection to all shareholders, during banking
hours.

SECTION 11.2 AMENDMENTS. The bylaws may be amended, altered or
repealed, at any regular meeting of the board, by a vote of a majority of the
whole number of the directors.

***

I........................................... hereby certify

that I am the................................ Cashier/Secretary of
LaSalle National Bank, Chicago, Illinois and that the foregoing is
a true and correct copy of the bylaws of this bank as amended and
that the same are in full

force and effect ............. day of...................19........

...............................
Cashier/Secretary.

December 15, 1982

(SEAL)

10
<PAGE> 32

EXHIBIT 5

NOT APPLICABLE
<PAGE> 33

EXHIBIT 6

LaSalle National Bank hereby consents in accordance with the provisions of
Section 321(b) of the Trust Indenture Act of 1939, that reports of examinations
by Federal, State, Territorial and District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon its request
therefor.

LA SALLE NATIONAL BANK

By: /s/ Sarah H. Webb
-------------------
Sarah H. Webb
Vice President
<PAGE> 34

EXHIBIT 7

Latest Report of Condition of
Trustee published pursuant to
law or the requirement of its
surviving or examining authority.
<PAGE> 35
<TABLE>
<CAPTION>
<S> <C> <C> <C>
LaSalle National Bank Call Date: 06/30/95 ST-BK: 17-1520 FFIEC 031
120 South LaSalle Street Page RC- 1
Chicago IL 60603 Vendor ID: D CERT: 15407 11

</TABLE>

Transit Number: 71000505

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR JUNE 30, 1995

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC - BALANCE SHEET

<TABLE>
<Caption
cyoo
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1)______________________0081. . 445,352 1.a
b. Interest-bearing balances (2)_______________________________________________0071. . 403 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)__________________1754. . 1,520,524 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)________________1773. . 2,025,407 2.b
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries and
in IBFs:
a. Federal funds sold__________________________________________________________0276. . 45,225 3.a
b. Securities purchased under agreements to resell_____________________________0277. . 0 3.b
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C)_______________________________2122 . . 6,158,147 . . . . . . 4.a
b. LESS: Allowance for loan and lease losses__________3123 . . 111,842 . . . . . . 4.b
c. LESS: Allocated transfer risk reserve______________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. . 6,046,305 4.d
5. Trading assets (from Schedule RC-D)____________________________________________3545. . 36,811 5.
6. Premises and fixed assets (including capitalized leases)_______________________2145. . 36,841 6.
7. Other real estate owned (from Schedule RC-M)___________________________________2150. . 11,001 7.
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M)_________________________________________________________________2130. . 0 8.
9. Customers, liability to this bank on acceptances outstanding___________________2155. . 17,974 9.
10. Intangible assets (from Schedule RC-M)_________________________________________2143. . 24,271 10.
11. Other assets (from Schedule RC-F)______________________________________________2160. . 167,553 11.
12. Total assets (sum of items 1 through 11)_______________________________________2170. . 10,377,667 12.
</TABLE>

____________________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE> 36
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
LaSalle National Bank Call Date: 06/30/95 ST-BK: 17-1520 FFIEC 031
120 South LaSalle Street Page RC- 2
Chicago IL 60603 Vendor ID: D CERT: 15407 12

Transit Number: 71000505

SCHEDULE RC - CONTINUED
Dollar Amount in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part I)________________________________ 2200. . 5,535,365 13.a
RCON
(1) Noninterest-bearing (1)___________________6631. . 1,258,072 . . . . . . 13.a.1
(2) Interest-bearing_________________________ 6636. . 4,277,293 . . . . . . 13.a.2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries and IBFs (from ----
Schedule RC-E, part II)____________________________________________________ 2200 1,712,512 13.b
RCFN
(1) Noninterest-bearing______________________ 6631. . 0 . . . . . . 13.b.1
(2) Interest-bearing_________________________ 6636. . 1,712,512 . . . . . . 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: RCFD
----
a. Federal funds purchased____________________________________________________ 0278. . 1,050,330 14.a
b. Securities sold under agreements to repurchase_____________________________ 0279. . 62,790 14.b
RCON
----
15. a. Demand notes issued to the U.S. Treasury___________________________________ 2840. . 399,988 15.a
RCFD
----
b. Trading liabilities (from Schedule RC-D)___________________________________ 3548. . 24,415 15.b
16. Other borrowed money:
a. With original maturity of one year or less_________________________________ 2332. . 471,372 16.a
b. With original maturity of more than one year_______________________________ 2333. . 178,073 16.b
17. Mortgage indebtedness and obligations under capitalized leases________________ 2910. . 0 17.
18. Bank's liability on acceptances executed and outstanding______________________ 2920. . 17,974 18.
19. Subordinated notes and debentures_____________________________________________ 3200. . 193,750 19.
20. Other liabilities (from Schedule RC-G)________________________________________ 2930. . 111,441 20.
21. Total liabilities (sum of items 13 through 20)________________________________ 2948. . 9,758,010 21.

22. Limited-life preferred stock and related surplus______________________________ 3282. . 0 22.

EQUITY CAPITAL
RCFD
----
23. Perpetual preferred stock and related surplus_________________________________ 3838. . 0 23.
24. Common stock__________________________________________________________________ 3230. . 18,417 24.
25. Surplus (exclude all surplus related to preferred stock)______________________ 3839. . 126,213 25.
26. a. Undivided profits and capital reserves_____________________________________ 3632. . 479,685 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities_____ 8434. . (4,658) 26.b
27. Cumulative foreign currency translation adjustments___________________________ 3284. . 0 27.
28. Total equity capital (sum of items 23 through 27)_____________________________ 3210. . 619,657 28.
29. Total liabilities, limited-life preferred stock, and equity capital (sum of
items 21, 22, and 28)_________________________________________________________ 3300. . 10,377,667 29.
</TABLE>

MEMORANDUM

<TABLE>
<S> <C> <C> <C>
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 auditors as of any date RCFD Number
during 1994_______________________________________________________________ 6724. . N/A M.1

1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a
certified public accounting firm (may be required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering
authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

- ------------
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>
<PAGE> 37
EXHIBIT 8

NOT APPLICABLE
<PAGE> 38

EXHIBIT 9

NOT APPLICABLE