Form of Exchange Agent Agreement

Date


Harris Trust and Savings Bank 12th Floor 311 West Monroe Street Chicago, Illinois 60690


Ladies and Gentlemen:


______________, a Delaware corporation, (the "Company") hereby appoints Harris Trust and Savings Bank ("Harris Trust") to act as exchange agent (the "Exchange Agent") in connection with an exchange offer by the Company to exchange an aggregate principal amount of up to $____________ of its ____________________________ (the "New Notes"), which have been registered under the Securities Act of 1933, as amended, for a like principal amount of its outstanding _______________________ (the "Old Notes"). The terms and conditions of the exchange offer are set forth in a Prospectus, dated ______________, 1996 (as the same may be amended or supplemented from time to time, the "Prospectus"), and in the related Letter of Transmittal, which together constitute the "Exchange Offer. " Capitalized terms used herein and not defined shall have the respective meanings ascribed thereto in the Prospectus.


On the basis of the representations, warranties and agreements of the Company and Harris Trust contained herein and subject to the terms and conditions hereof, the following sets forth the agreement between the Company and Harris Trust as Exchange Agent for the Exchange Offer:


1. Appointment and Duties as Exchange Agent.


(a) The Company hereby authorizes Harris Trust to act as Exchange Agent in connection with the Exchange Offer and Harris Trust agrees to act as Exchange Agent in connection with the Exchange Offer. As Exchange Agent, Harris Trust will perform those services as are outlined herein or which are customarily performed by an exchange agent in connection with an exchange offer of like nature, including, but not limited to, accepting tenders of the Old Notes, assisting the Company in the preparation of the documentation necessary to effect the transactions herein contemplated (without assuming responsibility for such documentation, unless such information has been furnished to the Company in writing by Harris Trust).


(b) The Company acknowledges and agrees that Harris Trust
has been retained pursuant to this Agreement to act solely as Exchange Agent
in connection with the Exchange Offer, and in such capacity, Harris Trust
shall perform such duties as are outlined herein and which are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer" and
in the Letter of Transmittal; provided, however, that in no way will Harris
Trust's general duty to act in good faith and without gross negligence or
willful misconduct be discharged by the foregoing.


(c) Harris Trust will examine each of the Letters of
Transmittal (or electronic instructions transmitted by the Depository Trust
Corporation (the "DTC Transmissions") and certificates for the Old Notes and
any other documents delivered or mailed to Harris Trust by or for holders of
the Old Notes (or any Book-Entry Confirmations (as set forth in the
Prospectus) received by Harris Trust with respect to the Old Notes), to
ascertain whether: (i) the Letters of Transmittal and any such other
documents are duly executed and properly completed in accordance with the
instructions set forth therein (or that the DTC Transmission contains the
proper information required to be set forth therein) and (ii) the Old Notes
have otherwise been properly tendered (or that the Book-Entry Confirmations
are in due and proper form and contain the information required to be set
forth therein). In each case where the Letters of Transmittal or any other
documents have been improperly completed or executed (or the DTC
Transmissions are not in due and proper form or omit certain information) or
certificates for the Old Notes are not in proper form for transfer (or the
Book-Entry Confirmations are not in due and proper form or omit certain
information) or some other irregularity in connection with the tender or
acceptance of the Old Notes exists, Harris Trust will endeavor, subject to
the terms and conditions of the Exchange Offer, to advise the tendering
holders of Old Notes of the irregularity and to take any other action as may
be necessary or advisable to cause such irregularity to be corrected.
Notwithstanding the above, Harris Trust shall not be under any duty to give
any notification of any irregularities in tenders or incur any liability for
failure to give any such notification.


(d) With the approval of the President, any Senior Vice
President, any Executive Vice President, any Vice President or the Treasurer
or any Assistant Treasurer of the Company (such approval, if given orally, to
be confirmed in writing) or any other party designated by any such officer,
Harris Trust is authorized to waive any irregularities in connection with any
tender of the Old Notes pursuant to the Exchange Offer.


(e) Tenders of the Old Notes may be made only as set forth
in the Letter of Transmittal and in the section of the Prospectus captioned
"The Exchange Offer" and the Old Notes shall be considered properly tendered
only when tendered in accordance with such procedures set forth therein.
Notwithstanding the provisions of this paragraph, the Old Notes which the
President, any Senior Vice President, any Executive Vice President, any Vice
President or the Treasurer, any Assistant Treasurer or any other designated
officer of


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the Company, shall approve (such approval, if given orally, to be confirmed in writing) as having been properly tendered shall be considered to be properly tendered.


(f) Harris Trust shall advise the Company with respect to any Old Notes received as soon as possible after 5:00 p.m., New York City time, on the Expiration Date and accept its instructions with respect to disposition of such Old Notes.


(g) Harris Trust shall (i) ensure that each Letter of Transmittal and, if required pursuant to the terms of the Exchange Offer, the related Old Notes or a bond power are duly executed (with signatures guaranteed where required) by the appropriate parties in accordance with the terms of the Exchange Offer; (ii) in those instances where the person executing the Letter of Transmittal (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity, ensure that proper evidence of his or her authority so to act is submitted; (iii) in those instances where the Old Notes are tendered by persons other than the registered holder of such Old Notes, ensure that customary transfer requirements, including any applicable transfer taxes, and the requirements imposed by the transfer restrictions on the Old Notes (including any applicable requirements for certifications, legal opinions or other information) are fulfilled; (iv) ensure that the Old Notes tendered in part are tendered in principal amounts of $1,000 and integral multiples thereof; and (v) deliver certificates for the Old Notes tendered in part to the transfer agent for split-up and shall return any untendered Old Notes or Old Notes which have not been accepted by the Company to the holders of such Old Notes (or in the case of Old Notes tendered by book-entry transfer, such non-exchanged Old Notes will be credited to an account maintained with the Book-Entry Transfer Facility) promptly after the expiration or termination of the Exchange Offer.


(h) Upon acceptance by the Company of any Old Notes duly tendered pursuant to the Exchange Offer (such acceptance if given orally, to be confirmed in writing), Harris Trust will cause the New Notes in exchange therefor to be issued as promptly as possible (subject to receipt from the Company of appropriate certificates under the related Indenture) and Harris Trust will deliver such New Notes on behalf of the Company at the rate of $1,000 principal amount of New Notes for each $1,000 principal amount of the Old Notes tendered as promptly as possible after acceptance by the Company of the Old Notes for exchange and notice (such notice if given orally, to be confirmed in writing) of such acceptance by the Company; provided, however, that in all cases, the Old Notes tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by Harris Trust of certificates for such Old Notes (or a Book-Entry Confirmation), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and any other required documents (or a properly completed DTC Transmission). Unless otherwise instructed by the Company, Harris Trust shall issue the New Notes only in denominations of $1,000 or any integral multiple thereof.


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(i) Tenders pursuant to the Exchange Offer are irrevocable,
except that, subject to the terms and the conditions set forth in the
Prospectus and the Letter of Transmittal, the Old Notes tendered pursuant to
the Exchange Offer may be withdrawn at any time on or prior to the Expiration
Date in accordance with the terms of the Exchange Offer.


(j) Notice of any decision by the Company not to exchange
any Old Notes tendered shall be given by the Company either orally (if given
orally, to be confirmed in writing) or in a written notice to Harris Trust.


(k) If, pursuant to the Exchange Offer, the Company does
not accept for exchange all or part of the Old Notes tendered because of an
invalid tender, the occurrence of certain other events set forth in the
Prospectus under the caption "The Exchange Offer -Certain Conditions to the
Exchange Offer" or otherwise, Harris Trust shall, upon notice from the
Company (such notice if given orally, to be confirmed in writing), promptly
after the expiration or termination of the Exchange Offer return such
certificates for unaccepted Old Notes (or effect appropriate Book-Entry
Confirmations), together with any related required documents and the Let ...