(b) The Company acknowledges and agrees that Harris Trust

 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

   -                                                     -2-

 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.

   -                                                     -3-

                     (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 Letters
   of Transmittal  (or DTC  Transmissions)  relating  thereto that are in Harris
   Trust's possession, to the persons who deposited such certificates.

                     (1)  Certificates  for reissued Old Notes,  unaccepted  Old
    Notes or New Notes shall be forwarded  by (a)  first-class  certified  mail,
    return  receipt  requested  under a blanket  surety bond  obtained by Harris
    Trust protecting Harris Trust and the Company from loss or liability arising
    out of the  non-receipt  or  non-delivery  of  such  certificates  or (b) by
    registered mail insured by Harris Trust separately for the replacement value
    of each such certificate.

                     (m) Harris Trust is not  authorized  to pay or offer to pay
    any  concessions,  commissions or solicitation  fees to any broker,  dealer,
    commercial  bank,  trust  company  or other  nominee or to engage or use any
    person to solicit tenders.

                     (n) As Exchange Agent, Harris Trust:

                           (i) shall  have no duties or  obligations  other than
                  those specifically set forth in the Prospectus,  the Letter of
                  Transmittal or herein or as may be  subsequently  agreed to in
                  writing;

                           (ii)  will make no  representations  and will have no
                  responsibilities  as to the validity,  value or genuineness of
                  any of the certificates  for the Old Notes deposited  pursuant
                  to the  Exchange  Offer,  and will not be required to and will
                  make  no   representation   as  to  the  validity,   value  or
                  genuineness of the Exchange Offer; provided,  however, that in
                  no

                                                          -4-

   way will Harris  Trust's  general duty to act in good faith and without gross
   negligence or willful misconduct be limited by the foregoing;

                           (iii) shall not be obligated to take any legal action
                  hereunder  which might in Harris Trust's  reasonable  judgment
                  involve any expense or  liability,  unless  Harris Trust shall
                  have been furnished with reasonable indemnity;

                           (iv) may reasonably rely on and shall be protected in
                  acting in reliance upon any certificate,  instrument, opinion,
                  notice,  letter,   telegram  or  other  document  or  security
                  delivered  to Harris Trust and  reasonably  believed by Harris
                  Trust to be  genuine  and to have been  signed  by the  proper
                  party or parties;

                           (v) may  reasonably  act upon any tender,  statement,
                  request, comment, agreement or other instrument whatsoever not
                  only as to its due execution and validity and effectiveness of
                  its  provisions,  but also as to the truth and accuracy of any
                  information contained therein,  which Harris Trust believes in
                  good  faith  to  be  genuine   and  to  have  been  signed  or
                  represented  by  a  proper  person  or  persons  acting  in  a
                  fiduciary  or  representative  capacity  (so  long  as  proper
                  evidence of such fiduciary's or representative's  authority so
                  to act is submitted to Harris Trust) and Harris Trust examines
                  and   reasonably   concludes   that  such  evidence   properly
                  establishes such authority;

                           (vi) may rely on and  shall be  protected  in  acting
                  upon  written or oral  instructions  from the  President,  any
                  Senior Vice President,  any Executive Vice President, any Vice
                  President, the Treasurer, any Assistant Treasurer or any other
                  designated officer of the Company;

                           (vii) may consult  with its own counsel  with respect
                  to  any  questions  relating  to  Harris  Trust's  duties  and
                  responsibilities and the written opinion of such counsel shall
                  be full and complete  authorization  and protection in respect
                  of any action taken, suffered or omitted to be taken by Harris
                  Trust  hereunder  in good  faith  and in  accordance  with the
                  written opinion of such counsel; and

                           (viii)  shall not  advise any  person  tendering  Old
                  Notes  pursuant to the Exchange  Offer as to whether to tender
                  or refrain from  tendering all or any portion of its Old Notes
                  or as to the market value,  decline or  appreciation in market
                  value of any Old  Notes  that may or may not occur as a result
                  of the  Exchange  Offer or as to the  market  value of the New
                  Notes.

                     (o) Harris Trust shall take such action as may from time to
   time be  requested  by the Company (and such other action as Harris Trust may
   reasonably deem  appropriate) to furnish copies of the Prospectus,  Letter of
   Transmittal and the Notice of Guaranteed  Delivery or such other forms as may
   be approved from time to time by the

                                                          -5-

    Company,  to all persons  requesting such documents and to accept and comply
    with  telephone  requests for  information  relating to the Exchange  Offer,
    provided  that such  information  shall  relate only to the  procedures  for
    tendering into (or withdrawing  from) the Exchange  Offer.  The Company will
    furnish you with copies of such documents at your request.

                     (p)  Harris   Trust  shall   advise   orally  and  promptly
    thereafter  confirm  in  writing to the  Company  and such  other  person or
    persons as the Company may request,  daily (and more  frequently  during the
    week immediately  preceding the Expiration Date and if otherwise  reasonably
    requested) up to and including the Expiration Date, the aggregate  principal
    amount of the Old Notes  which have been duly  tendered  pursuant  to and in
    compliance  with the terms of the Exchange  Offer and the items  received by
    Harris Trust pursuant to the Exchange Offer and this  Agreement,  separately
    reporting and giving  cumulative  totals as to items  properly  received and
    items improperly received. In addition,  Harris Trust will also provide, and
    cooperate in making  available  to the Company,  or any such other person or
    persons  upon  request  (such  request if made  orally,  to be  confirmed in
    writing) made from time to time,  such other  information as the Company may
    reasonably request. Such cooperation shall include, without limitation,  the
    granting by Harris Trust to the  Company,  and such person or persons as the
    Company may request, access to those persons on Harris Trust's staff who are
    responsible for receiving tenders, in order to ensure that immediately prior
    to the Expiration Date the Company shall have received adequate  information
    in sufficient  detail to enable the Company to decide  whether to extend the
    Exchange Offer. Harris Trust shall prepare a final list of all persons whose
    tenders  were  accepted,  the  aggregate  principal  amount of the Old Notes
    tendered,  the  aggregate  principal  amount of the Old Notes  accepted  and
    deliver said list to the Company.

                     (q) Letters of Transmittal,  Book-Entry Confirmations,  DTC
    Transmissions and Notices of Guaranteed  Delivery shall be stamped by Harris
    Trust as to the date and the time of receipt  thereof and shall be preserved
    by Harris  Trust for a period of time at least  equal to the  period of time
    Harris  Trust  preserves  other  records   pertaining  to  the  transfer  of
    securities,  or one year,  whichever  is  longer,  and  thereafter  shall be
    delivered  by Harris Trust to the  Company.  Harris  Trust shall  dispose of
    unused Letters of Transmittal and other surplus  materials by returning them
    to the Company.

                      (r)  Harris  Trust  hereby   expressly  waives  any  lien,
    encumbrance or right of set-off  whatsoever  that Harris Trust may have with
    respect to funds  deposited  with it for the  payment of  transfer  taxes by
    reasons  of  amounts,  if  any,  borrowed  by  the  Company,  or  any of its
    subsidiaries  or affiliates  pursuant to any loan or credit  agreement  with
    Harris Trust or for  compensation  owed to Harris Trust hereunder or for any
    other matter.

                                                         -6-

                   2. Compensation.

                     In  consideration  of  Harris  Trust's  acceptance  of  the
 appointment  set forth in  Paragraph  1 above,  the  Company  agrees to (i) pay
 Harris Trust a fee for all services rendered under the foregoing appointment of
 $3,500  and  (ii)  reimburse  Harris  Trust  for any  reasonable  out-of-pocket
 expenses  incurred as  Exchange  Agent in  performing  the  services  described
 herein;  provided,  however,  that  Harris  Trust  shall  not  be  entitled  to
 reimbursement  for the fees or  disbursements  of its legal counsel without the
 prior written consent of the Company.

                   3. Indemnification.

                   (a) The Company hereby agrees to protect,  defend,  indemnify
 and hold  harmless  Harris  Trust  against and from any and all costs,  losses,
 liabilities, expenses (including reasonable counsel fees and disbursements) and
 claims  imposed upon or asserted  against Harris Trust on account of any action
 taken or omitted to be taken by Harris Trust in connection  with its acceptance
 of or performance of its duties under this Agreement and the documents  related
 thereto  as well as the  reasonable  costs and  expenses  of  defending  itself
 against any claim or liability arising out of or relating to this Agreement and
 the documents related thereto.  This indemnification shall survive the release,
 discharge, termination, and/or satisfaction of this Agreement. Anything in this
 Agreement to the contrary notwithstanding,  the Company shall not be liable for
 indemnification  or otherwise for any loss,  liability,  cost or expense to the
 extent  arising out of Harris  Trust's bad faith,  gross  negligence or willful
 misconduct.  In no case shall the Company be liable under this  indemnification
 agreement  with  respect to any claim  against  Harris Trust unless the Company
 shall be notified by Harris  Trust,  by letter,  of the written  assertion of a
 claim  against  Harris Trust or of any other action  commenced  against  Harris
 Trust,  reasonably  promptly  after Harris  Trust shall have  received any such
 written  assertion  or shall  have been  served  with a summons  in  connection
 therewith.  The Company shall be entitled to  participate at its own expense in
 the defense of any such claim or other  action,  and, if the Company so elects,
 the Company may assume the defense of any pending or threatened  action against
 Harris Trust in respect of which  indemnification  may be sought hereunder,  in
 which case the Company  shall not  thereafter be  responsible  for the fees and
 disbursements of legal counsel for Harris Trust under this paragraph;  provided
 that the Company shall not be entitled to assume the defense of any such action
 if the named  parties to such action  include both the Company and Harris Trust
 and  representation  of both parties by the same legal  counsel  would,  in the
 written opinion of counsel for Harris Trust, be inappropriate  due to actual or
 potential conflicting interests between them. It is understood that the Company
 shall not be liable under this paragraph for the fees and disbursements of more
 than one legal  counsel for Harris  Trust.  In the event that the Company shall
 assume the defense of any such suit,  the Company shall not therewith be liable
 for the fees and expenses of any counsel retained by Harris Trust.

                                                           -7-

                     (b) Harris  Trust agrees  that,  without the prior  written
   consent of the Company (which consent shall not be unreasonably withheld), it
   will not settle,  compromise  or consent to the entry of any  judgment in any
   pending  or  threatened  claim,  action or  proceeding  in  respect  of which
   indemnification  could be  sought  in  accordance  with  the  indemnification
   provision  of this  Agreement  (whether or not Harris Trust or the Company or
   any of its  directors,  officers  and  controlling  persons  is an  actual or
   potential party to such claim, action or proceeding).

                     4. Tax Information.

                     (a)  Harris   Trust  shall   arrange  to  comply  with  all
   requirements  under  the  tax  laws of the  United  States,  including  those
   relating  to  missing  Tax  Identification   Numbers,   and  shall  file  any
   appropriate   reports  with  the  Internal  Revenue   Service.   The  Company
   understands that Harris Trust is required,  in certain  instances,  to deduct
   31% with  respect to  interest  paid on the New Notes and  proceeds  from the
   sale, exchange, redemption or retirement of the New Notes from holders of the
   New Notes who have not supplied their correct Taxpayer  Identification Number
   or required certification.  Such funds will be turned over by Harris Trust to
   the Internal Revenue Service.

                     (b) Harris  Trust shall notify the Company of the amount of
   any transfer  taxes  payable in respect of the exchange of the Old Notes and,
   upon receipt of written  approval  from the Company shall deliver or cause to
   be delivered, in a timely manner, to each governmental authority to which any
   transfer  taxes are payable in respect of the  exchange  of the Old Notes,  a
   check in the amount of all transfer  taxes so payable,  and the Company shall
   reimburse  Harris Trust for the amount of any and all transfer  taxes payable
   in respect of the exchange of the Old Notes;  provided,  however, that Harris
   Trust shall  reimburse  the Company for amounts  refunded to it in respect of
   its  payment  of any such  transfer  taxes,  at such  time as such  refund is
   received by Harris Trust.

                     5. Governing Law.

                     This  Agreement  shall be  governed  by and  construed  and
   interpreted in accordance  with the laws of the State of New York but without
   giving effect to applicable principles of conflicts of law to the extent that
   the  application  of the  laws of  another  jurisdiction  would  be  required
   thereby.

                     6. Notices.

                     Any communication or notice provided for hereunder shall be
    in  writing  and shall be given (and shall be deemed to have been given upon
    receipt)  by  delivery  in person,  telecopy,  or  overnight  delivery or by
    registered or certified mail (postage prepaid,  return receipt requested) to
    the applicable party at the addresses indicated below:

                                                           -8-

                            If to Harris Trust:

                                     311 West Monroe Street
                                     12th Floor
                                     Chicago, Illinois 60690
                                     Telecopier No.: (312) 461-3525

                                     Attention: Judy Bartolini, Vice President

                            If to the Company:

                                     Address
                                     City, State   Zip Code
                                     Telecopier No.: (   )    -

                                     Attention: Name and Title

  or, as to each party,  at such other  address as shall be  designated  by such
  party in a written  notice  complying  as to  delivery  with the terms of this
  Section.

                    7. Parties in Interest.

                    This Agreement shall be binding upon and inure solely to the
  benefit  of each  party  hereto  and  nothing  in this  Agreement,  express or
  implied,  is  intended  to or shall  confer  upon any other  person any right,
  benefit  or  remedy  of any  nature  whatsoever  under  or by  reason  of this
  Agreement.  Without limitation to the foregoing,  the parties hereto expressly
  agree  that no holder of the Old Notes or the New Notes  shall have any right,
  benefit  or  remedy  of any  nature  whatsoever  under  or by  reason  of this
  Agreement.

                    8. Counterparts; Severability.

                    This Agreement may be executed in one or more  counterparts,
  and by different parties hereto on separate  counterparts,  each of which when
  so executed shall be deemed an original,  and all of such  counterparts  shall
  together constitute one and the same agreement. If any term or other provision
  of this Agreement or the application thereof is invalid,  illegal or incapable
  of being enforced by any rule of law, or public policy,  all other  provisions
  of this Agreement shall  nevertheless  remain in full force and effect so long
  as the economic or legal substance of the agreements  contained  herein is not
  affected in any manner adverse to any party. Upon such  determination that any
  term  or  provision  or  the  application  thereof  is  invalid,   illegal  or
  unenforceable, the parties hereto shall negotiate in good faith to modify this
  Agreement  so as to effect the  original  intent of the  parties as closely as
  possible

                                                          -9-

   in a mutually acceptable manner in order that the agreements contained herein
   may be performed as originally contemplated to the fullest extent possible.

                     9. Headings.

                     The  descriptive  headings  contained in this Agreement are
   included for  convenience  of reference  only and shall not affect in any way
   the meaning or interpretation of this Agreement.

                     10. Entire Agreement: Amendment.

                     This Agreement  constitutes the entire understanding of the
   parties hereto with respect to the subject matter hereof.  This Agreement may
   not be amended or modified nor may any  provision  hereof be waived except in
   writing signed by each party to be bound thereby.

                     11. Termination.

                     This Agreement  shall terminate upon the earlier of (a) the
   90th day following the expiration, withdrawal, or termination of the Exchange
   Offer,  (b) the close of  business  on the date of actual  receipt of written
   notice by Harris  Trust  from the  Company  stating  that this  Agreement  is
   terminated,  (c) one year  following the date of this  Agreement,  or (d) the
   time and date on which this  Agreement  shall be terminated by mutual consent
   of the parties hereto.

                     12. Miscellaneous.

                     Harris Trust hereby acknowledges  receipt of the Prospectus
   and the Letter of  Transmittal  and the  Notice of  Guaranteed  Delivery  and
   further  acknowledges  that it has examined each of them.  Any  inconsistency
   between this Agreement, on the one hand, and the Prospectus and the Letter of
   Transmittal and the Notice of Guaranteed  Delivery (as they may be amended or
   supplemented  from time to time),  on the other  hand,  shall be  resolved in
   favor of the latter  three  documents,  except  with  respect to the  duties,
   liabilities and indemnification of Harris Trust as Exchange Agent which shall
   be controlled by this Agreement.

                                                          -10-

                     Kindly  indicate your  willingness to act as Exchange Agent
   and Harris Trust's  acceptance of the foregoing  provisions by signing in the
   space  provided below for that purpose and returning to the Company a copy of
   this  Agreement  so signed,  whereupon  this  Agreement  and  Harris  Trust's
   acceptance shall constitute a binding  agreement between Harris Trust and the
   Company.

                                                     Very truly yours,

                                                      Company Name

                                                      By: Name:
                                                           Title:

   Accepted and agreed to as of the date first written above:

  HARRIS TRUST AND SAVINGS BANK

   By: Name:
        Title:

                                                          -11- 

Basic Info X:

Name: (b) The Company acknowledges and agrees that Harris Trust
Type: trust
Date: Dec. 5, 1997
Company: LILLY INDUSTRIES INC
State: Indiana

Other info:

Organization:

  • Harris Trust and Savings Bank 12th Floor 311 West Monroe Street Chicago
  • Duties as Exchange Agent
  • Depository Trust Corporation
  • Book-Entry Transfer Facility
  • Letters of Transmittal
  • Internal Revenue Service
  • State Zip Code Telecopier No
  • Letter of Transmittal
  • Notice of Guaranteed Delivery

Location:

  • Delaware
  • New York City
  • United States
  • Chicago
  • Illinois
  • Address City
  • Interest

Money:

  • $ 1,000
  • $ 3,500

Person:

  • Judy Bartolini
  • Harris

Time:

  • 5:00 p.m.

Percent:

  • 31 %