=============================================================================== BRUNSWICK CORPORATION AND CONTINENTAL ILLINOIS NATIONAL BANK AND TRUST COMPANY OF CHICAGO. Trustee ------------- Indenture Dated as of March 15, 1987 ------------- =============================================================================== No successor trustee shall accept appointment as provided in this Section 8.11 unless at the time of such acceptance such successor trustee shall be qualified under the provision of Section 8.08 and eligible under the provisions of Section 8.09. Upon acceptance of appointment by a successor trustee as provided in this Section 8.11, the Company shall mail notice of the succession of such trustee hereunder to all holders of Securities of any series for which such successor trustee is acting as trustee as the names and addresses of such holders appear on the registry books. If the Company fails to mail such notice in the prescribed manner within 10 days after the acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Company. SECTION 8.12. Succession by Merger, etc. 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 of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificates of the Trustee shall have, provided, however, that the right to adopt the certificate of authentication of any predecessor trustee or authenticate Securities of any series in the name of any predecessor trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 8.13. Limitations on Rights of Trustee as a Creditor. (a) Subject to the provisions of Section 8.13(b), if the Trustee shall be or shall become a creditor, directly or indirectly, secured or unsecured, of the Company or of any other obligor on the Securities within four months prior to a default, as defined in Section 8.13(c), or subsequent to such a default, then, unless and until such default shall be cured, the Trustee shall set apart and hold in a special account for the benefit of the Trustee individually, the holders of the Securities and the holders of other indenture securities [as defined in paragraph (2) of Section 8.13(c)]: HARRIS TRUST AND SAVINGS BANK HARRIS TRUST COMPANY OF CALIFORNIA HARRIS TRUST COMPANY OF NEW YORK WHEREAS, Harris Trust and Savings Bank ("Harris Illinois"), Harris Trust Company of California ("Harris California"), and Harris Trust Company of New York ("Harris New York") (collectively, the "Harris Entities") have transferred substantially all of their corporate trust business to The Bank of New York ("BNY") as assignee of CTC Illinois Trust Company (the name which is expected to be changed to BNY Midwest Trust Company in the near future) ("CTC") pursuant to a Transfer and Assumption Agreement dated January 31, 2000 (the "Transfer Agreement") by and among CTC and The Bank of New York Company, Inc. ("Buyer Parent") and the Harris Entities and Harris Bankcorp, Inc. WHEREAS, in order to facilitate the transfer of the corporate trust business and to permit CTC, BNY and their affiliate, BNY Western Trust Company ("BNY Western") to act as agent of the Harris Entities pursuant to Section 4.11 of the Transfer Agreement, the Harris Entities have agreed to provide certain employees of CTC, BNY and BNY Western with the authority to sign documentation related to certain of the corporate trust business transferred under the Transfer Agreement. NOW, THEREFORE, Harris Illinois, Harris California and Harris New York, each hereby appoint each of the persons whose name, title and signature appears on Exhibit A attached hereto (each such person being referred to as an "Authorized Signer") as its lawful attorney-in-fact for the purpose of executing in the name of Harris Illinois, Harris California and Harris New York, as the case may be, all certificates, instruments, and other documents related to or necessary for the discharge of Harris Illinois', Harris California's, and Harris New York's, as the case may be, duties of trustee or agent by BNY, CTC or BNY Western under any indentures and other financing documents and all activities incident thereto related to any Restricted Trust or Agency agreement. Each Authorized Signer may act individually. Terms not defined herein shall have meanings assigned to them in the Transfer Agreement. The indemnification provisions set forth in Article 8 of the Transfer Agreement shall apply to the rights granted herein to BNY, as the Buyer, for purposes of Section 8.2(d) of the Transfer Agreement. In addition to the foregoing, for the purposes of the authorizations granted hereunder; (i) Buyer Parent agrees to indemnify and hold harmless the Harris Entities as if BNY Western and CTC each were a "Buyer" under Section 8.2(d) of the Transfer Agreement and (ii) BNY Western and CTC agree to severally, but not jointly, indemnify and hold harmless the Harris Entities as if BNY Western and CTC each were a "Buyer" under Section 8.2(d) of the Transfer Agreement. This Power of Attorney is coupled with an interest, is irrevocable, and shall remain in effect until May 8, 2002. IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of May 25, 2000. HARRIS TRUST AND SAVINGS BANK HARRIS TRUST COMPANY OF NEW YORK /s/ Kevin O'Healey /s/ Kevin O'Healey ----------------------------------- --------------------------------- HARRIS TRUST COMPANY OF CALIFORNIA /s/ Kevin O'Healey ----------------------------------- Agreed to and accepted as of May ___, 2000, with respect to the indemnification obligations set forth in the fourth paragraph hereof. THE BANK OF NEW YORK COMPANY, INC. /s/ Bruce Van Saun ----------------------------------- THE BANK OF NEW YORK /s/ Karen B. Peetz ----------------------------------- CTC ILLINOIS TRUST COMPANY /s/ Brian Jirak ----------------------------------- BNY WESTERN TRUST COMPANY /s/ M.K. Klugman ----------------------------------- BANK OF NEW YORK/HARRIS BANK TRANSITIONAL Signing Authority New York Office Officer Title Specimen Signature ------- ----- ------------------ John Barbera Vice President /s/ John Barbera Kelly A. Sheahan Vice President /s/ Kelly A. Sheahan Mary Beth A. Lewicki Vice President /s/ Mary Beth A. Lewicki Douglas MacInnes Vice President /s/ Douglas MacInnes Hector S. Herrera Vice President /s/ Hector S. Herrera Suzanne J. MacDonald Vice President & Asst. Secy. /s/ Suzanne J. MacDonald BANK OF NEW YORK/HARRIS BANK TRANSITIONAL Signing Authority California Office Officer Title Specimen Signature ------- ----- ------------------ Rose C. Bystrom Vice President /s/ Rose C. Bystrom Eladia Burgos Vice President /s/ Eladia Burgos Milly P. Canessa Assistant Treasurer /s/ Milly P. Canessa BANK OF NEW YORK/HARRIS BANK TRANSITIONAL Signing Authority Chicago Office Officer Title Specimen Signature ------- ----- ------------------ Officer Title Specimen Signature Robert D. Foltz Vice President /s/ Robert D. Foltz Judith L. Bartolini Vice President /s/ Judith L. Bartolini Frank A. Pierson Vice President /s/ Frank A. Pierson Marian E. Onisehak Assistant Vice President /s/ Marian E. Onisehak Rory Nowskowski Assistant Vice President /s/ Rory Nowskowski Megan Carmody Assistant Vice President /s/ Megan Carmody Diane Moser Assistant Vice President /s/ Diane Moser Daniel G. Donovan Assistant Vice President /s/ Daniel G. Donovan Daryl L. Pamykela Assistant Vice President /s/ Daryl L. Pamykela Carolyn C. Potter Assistant Vice President /s/ Carolyn C. Potter