EXHIBIT 4.1


                                                               EXECUTION COPY


===============================================================================




                    LABORATORY CORPORATION OF AMERICA HOLDINGS

                                       Issuer



                       5 1/2% Senior Notes due February 1, 2013



                                 ____________________




                                      INDENTURE




                             Dated as of January 31, 2003



                                _____________________



                         WACHOVIA BANK, NATIONAL ASSOCIATION,

                                       Trustee






===============================================================================







<PAGE>
                           CROSS-REFERENCE TABLE

TIA                                                              Indenture
Section                                                           Section
-------                                                          ---------

310(a)(1) ......................................................  7.10
   (a)(2) ......................................................  7.10
   (a)(3) ......................................................  N.A.
   (a)(4) ......................................................  N.A.
   (b) .........................................................  7.08; 7.10
   (c) .........................................................  N.A.
311(a) .........................................................  7.11
   (b) .........................................................  7.11
   (c) .........................................................  N.A.
312(a) .........................................................  2.05
   (b) .........................................................  N.A.
   (c) .........................................................  N.A.
313(a) .........................................................  7.06
   (b)(1) ......................................................  N.A.
   (b)(2) ......................................................  7.06
   (c) .........................................................  7.06
   (d) .........................................................  7.06
314(a) .........................................................  10.04
   (b) .........................................................  N.A.
   (c)(1) ......................................................  10.04
   (c)(2) ......................................................  10.04
   (c)(3) ......................................................  N.A.
   (d) .........................................................  N.A.
   (e) .........................................................  10.05
   (f) .........................................................  4.10
315(a) .........................................................  7.01
   (b) .........................................................  7.05; 10.02
   (c) .........................................................  7.01
   (d) .........................................................  7.01
   (e) .........................................................  6.11
316(a) .........................................................  10.06
   (a)(1)(A) ...................................................  6.05
   (a)(1)(B) ...................................................  6.04
   (a)(2) ......................................................  N.A.
   (b) .........................................................  6.07
317(a)(1) ......................................................  6.08
   (a)(2) ......................................................  6.09
   (b) .........................................................  2.04
318(a) .........................................................  10.01

___________________

N.A. means Not Applicable.

Note:  This Cross-Reference Table shall not, for any purpose, be
deemed to be part of the Indenture.



<PAGE>

                              TABLE OF CONTENTS

                                                                      Page
                                                                      ----

                                  ARTICLE I

                   Definitions and Incorporation by Reference
                   ------------------------------------------

SECTION 1.01. Definitions................................................1
SECTION 1.02. Other Definitions........... ..............................7
SECTION 1.03. Incorporation by Reference of Trust Indenture Act..........7
SECTION 1.04. Rules of Construction......................................8



                                 ARTICLE II

                              The Securities
                              --------------

SECTION 2.01. Form and Dating............................................8
SECTION 2.02. Execution and Authentication...............................9
SECTION 2.03. Registrar and Paying Agent.................................9
SECTION 2.04. Paying Agent To Hold Money in Trust.......................10
SECTION 2.05. Securityholder Lists......................................11
SECTION 2.06. Transfer and Exchange.....................................11
SECTION 2.07. Replacement Securities....................................11
SECTION 2.08. Outstanding Securities....................................12
SECTION 2.09. Temporary Securities......................................12
SECTION 2.10. Cancelation...............................................12
SECTION 2.11. Defaulted Interest........................................13
SECTION 2.12. CUSIP Numbers.............................................13
SECTION 2.13. Issuance of Additional Securities.........................13


                               ARTICLE III

                               Redemption
                               ----------

SECTION 3.01. Notices to Trustee........................................14
SECTION 3.02. Selection of Securities to Be Redeemed....................15
SECTION 3.03. Notice of Redemption......................................15
SECTION 3.04. Effect of Notice of Redemption............................16
SECTION 3.05. Deposit of Redemption Price...............................16
SECTION 3.06. Securities Redeemed in Part...............................16

<PAGE>
                               ARTICLE IV

                               Covenants
                               ---------

SECTION 4.01. Payment of Securities.....................................17
SECTION 4.02. Maintenance of Office or Agency for Registration of
                   Transfer, Exchange and Payment of Securities.........17
SECTION 4.03. Appointment to Fill a Vacancy in the Office of Trustee....18
SECTION 4.04. Provision as to Paying Agent..............................18
SECTION 4.05. Maintenance of Corporate Existence........................19
SECTION 4.06. Limitation on Liens.......................................19
SECTION 4.07. Limitation on Sale and Leaseback Transactions.............21
SECTION 4.08. Limitation on Subsidiary Indebtedness and Preferred
                   Stock................................................22
SECTION 4.09. Compliance Certificate....................................23
SECTION 4.10. Further Instruments and Acts..............................23
SECTION 4.11. SEC Reports...............................................23


                                 ARTICLE V

                             Successor Company
                             -----------------

SECTION 5.01. When Company May Merge or Transfer Assets.................24


                                ARTICLE VI

                          Defaults and Remedies
                          ---------------------

SECTION 6.01. Events of Default.........................................25
SECTION 6.02. Acceleration..............................................27
SECTION 6.03. Other Remedies............................................27
SECTION 6.04. Waiver of Past Defaults...................................27
SECTION 6.05. Control by Majority.......................................28
SECTION 6.06. Limitation on Suits.......................................28
SECTION 6.07. Rights of Holders to Receive Payment......................29
SECTION 6.08. Collection Suit by Trustee................................29
SECTION 6.09. Trustee May File Proofs of Claim..........................29
SECTION 6.10. Priorities................................................29
SECTION 6.11. Undertaking for Costs.....................................30
SECTION 6.12. Waiver of Stay or Extension Laws..........................30



                                   ii
<PAGE>
                              ARTICLE VII

                                Trustee
                                -------

SECTION 7.01. Duties of Trustee.........................................30
SECTION 7.02. Rights of Trustee.........................................32
SECTION 7.03. Individual Rights of Trustee..............................32
SECTION 7.04. Trustee's Disclaimer......................................33
SECTION 7.05. Notice of Defaults........................................33
SECTION 7.06. Reports by Trustee to Holders.............................33
SECTION 7.07. Compensation and Indemnity................................33
SECTION 7.08. Replacement of Trustee....................................34
SECTION 7.09. Successor Trustee by Merger...............................35
SECTION 7.10. Eligibility; Disqualification.............................36
SECTION 7.11. Preferential Collection of Claims Against Company.........36


                            ARTICLE VIII

                 Discharge of Indenture; Defeasance
                 ----------------------------------

SECTION 8.01. Discharge of Liability on Securities; Defeasance..........36
SECTION 8.02. Conditions to Defeasance..................................38
SECTION 8.03. Application of Trust Money................................39
SECTION 8.04. Repayment to Company......................................39
SECTION 8.05. Indemnity for U.S. Government Obligations.................40
SECTION 8.06. Reinstatement.............................................40


                              ARTICLE IX

                              Amendments
                              ----------

SECTION 9.01. Without Consent of Holders................................40
SECTION 9.02. With Consent of Holders...................................41
SECTION 9.03. Compliance with Trust Indenture Act.......................42
SECTION 9.04. Revocation and Effect of Consents and Waivers.............42
SECTION 9.05. Notation on or Exchange of Securities.....................43
SECTION 9.06. Trustee To Sign Amendments................................43
SECTION 9.07. Payment for Consent.......................................43

                                  iii
<PAGE>
                               ARTICLE X

                             Miscellaneous
                             -------------

SECTION 10.01. Trust Indenture Act Controls.............................44
SECTION 10.02. Notices..................................................44
SECTION 10.03. Communication by Holders with other Holders..............44
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.......45
SECTION 10.05. Statements Required in Certificate or Opinion............45
SECTION 10.06. When Securities Disregarded..............................46
SECTION 10.07. Rules by Trustee, Paying Agent and Registrar.............46
SECTION 10.08. Legal Holidays...........................................46
SECTION 10.09. Governing Law............................................46
SECTION 10.10. No Recourse Against Others...............................46
SECTION 10.11. Successors...............................................46
SECTION 10.12. Multiple Originals.......................................47
SECTION 10.13. Table of Contents; Headings..............................47

Form of Subsidiary Guaranty

Rule 144A/Regulation S Appendix

                                  iv
<PAGE>

                                       INDENTURE dated as of January 31,
                                  2003, between LABORATORY CORPORATION OF
                                  AMERICA HOLDINGS, a Delaware corporation
                                  (the "Company"), and WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, a national banking association
                                  organized under the laws of the United
                                  States, as trustee (the "Trustee").

          Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Company's 5 1/2% Senior
Notes due February 1, 2013.


                                   ARTICLE I

                    Definitions and Incorporation by Reference
                    ------------------------------------------

          SECTION 1.01.  Definitions

          "Acquired Indebtedness" means Indebtedness of a Person
(1) existing at the time such Person becomes a Subsidiary or
(2) assumed in connection with the acquisition of assets by such
Person, in each case, other than Indebtedness incurred in
connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition, as the case may be.  For
purposes of Section 4.08, any Acquired Indebtedness shall not be
deemed to have been incurred until 270 days from the date
(1) the Person obligated on such Acquired Indebtedness becomes a
Subsidiary of the Company or (2) the acquisition of assets, in
connection with which such Acquired Indebtedness was assumed, is
consummated.

          "Additional Securities" means, 5 1/2% Senior Notes due
February 1, 2013 issued from time to time after the Issue Date
under the terms of this Indenture (other than pursuant to
Section 2.06, 2.07, 2.09 or 3.06 of this Indenture and other
than Exchange Securities or Private Exchange Securities issued
pursuant to an exchange offer for other Securities outstanding
under this Indenture).

          "Affiliate" means, as applied to any Person, (i) any
other Person, directly or indirectly, Controlling or Controlled
by or under direct or indirect common Control with such
specified Person or (ii) any Person who is a director or officer
(A) of such Person, (B) of any Subsidiary of such Person or (C)
of any Person described in clause (i) above.

<PAGE>
          "Attributable Debt" means, with respect to a Sale and
Leaseback Transaction, an amount equal to the lesser of:
(1) the fair market value of the property (as determined in good
faith by the Board of Directors); and (2) the present value of
the total net amount of rent payments to be made under the lease
during its remaining term, discounted at the rate of interest
set forth or implicit in the terms of the lease, compounded
semi-annually.

          "Board of Directors" means the Board of Directors of
the Company or any committee thereof duly authorized to act on
behalf of such Board of Directors.

          "Business Day" means a day other than a Legal Holiday.

          "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of
capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all
warrants or options to purchase any of the foregoing.

          "Capitalized Lease" means any obligation of a Person
to pay rent or other amounts incurred with respect to real
property or equipment acquired or leased by such Person and used
in its business that is required to be recorded as a capital
lease in accordance with GAAP.

          "Code" means the Internal Revenue Code of 1986, as
amended.

          "Company" means Laboratory Corporation of America
Holdings, a Delaware corporation, until a successor replaces it
and thereafter means the successor and, for purposes of any
provision contained herein and required by the TIA, each other
obligor on the Securities.

          "Consolidated Total Assets" means, with respect to any
Person as of any date, the amount of total assets as shown on
the consolidated balance sheet of such Person for the most
recent fiscal quarter for which financial statements have been
filed with the SEC, prepared in accordance with GAAP.

          "Control" shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the
management or policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and
the terms "Controlled" and "Controlling" shall have meanings
correlative thereto.

                                 2
<PAGE>
          "Default" means any event which is, or after notice or
passage of time or both would be, an Event of Default.

          "Depositary" means The Depository Trust Company, its
nominees and their respective successors.

          "Exchange Act" means the Securities Exchange Act of
1934, as amended.

          "GAAP" means generally accepted accounting principles
in the United States of America in effect from time to time,
including those set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements of pronouncements of
the Financial Accounting Standards Board or such other entity as
are approved by a significant segment of the accounting
profession.

          "Governmental Authority" means any nation or
government, any state or other political subdivision thereof or
any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

          "Holder" or "Securityholder" means a Person in whose
name a Security is registered on the Registrar's books.

          "Indebtedness" of any Person means, without
duplication (1) any obligation of such Person for money
borrowed, (2) any obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, (3) any
reimbursement obligation of such Person in respect of letters of
credit or other similar instruments which support financial
obligations which would otherwise become Indebtedness, and (4)
any obligation of such Person under Capitalized Leases;
provided, however, that "Indebtedness" of such Person shall not
include any obligation of such Person to any Subsidiary of such
Person or to any Person with respect to which such Person is a
Subsidiary.

          "Indenture" means this Indenture as amended or
supplemented from time to time.

          "Issue Date" means January 31, 2003.

          "Lien" means any mortgage, pledge, hypothecation,
encumbrance, lien or other security interest.

                                 3
<PAGE>
          "Officer" means the Chairman of the Board, the
Executive Chairman, the Vice Chairman, the President, the Chief
Executive Officer, the Chief Financial Officer, any Executive
Vice President, any Vice President, the Treasurer or the
Secretary of the Company.

          "Officers' Certificate" means a certificate signed by
two Officers (in the case of the annual Officers' Certificate
delivered pursuant to Section 4.09, at least one of such
Officers shall be the principal executive officer, principal
financial officer or principal accounting officer of the
Company) and that complies with Sections 10.04 and 10.05 of this
Indenture and is delivered to the Trustee.

          "Opinion of Counsel" means a written opinion from
legal counsel that complies with Sections 10.04 and 10.05 of
this Indenture and delivered to the Trustee.  The counsel may be
an employee of or counsel to the Company or the Trustee.
"Permitted Acquired Indebtedness" means any Acquired
Indebtedness that remains outstanding following the expiration
of a good faith offer by the Company or the Subsidiary of the
Company obligated under such Acquired Indebtedness to acquire
such Acquired Indebtedness, including, without limitation, an
offer to exchange such Acquired Indebtedness for debt securities
of the Company, on terms, which in the opinion of an independent
investment banking firm of national reputation and standing, are
consistent with market practices in existence at the time for
offers of a similar nature; provided that the initial expiration
date of any such offer shall be not later than the expiration of
the 270-day period referred to in the definition of "Acquired
Indebtedness"; provided further, that the amount of Acquired
Indebtedness that shall constitute "Permitted Acquired
Indebtedness" shall only be equal to the amount of Acquired
Indebtedness that the Company or such Subsidiary has made an
offer to acquire in accordance with the foregoing.

          "Permitted Indebtedness"  means

          (a)  Indebtedness outstanding on the Issue Date;

          (b)  intercompany Indebtedness or Preferred Stock
               to the extent owing to or held by the Company or
               another Subsidiary;

          (c)  any Permitted Acquired Indebtedness;

                                 4
<PAGE>
          (d)  Indebtedness under performance bonds or with
               respect to workers' compensation claims, in each case
               incurred in the ordinary course of business; and

          (e)  Indebtedness of any Subsidiary Guarantor;
               provided that if such Subsidiary shall cease to be a
               Subsidiary Guarantor, such Indebtedness will be
               treated as incurred at that time and will no longer
               constitute Permitted Indebtedness pursuant to this
               clause (e).

          "Person" means any individual, corporation,
partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision
thereof or any other entity.

          "Preferred Stock" means, with respect to any Person,
any and all shares of preferred stock (however designated)
issued by such Person, that is entitled to preference or
priority over one or more series or classes of capital stock
issued by such Person upon any distribution of such Person's
property and assets, whether by dividend or on liquidation,
whether now outstanding, or issued after the Issue Date.

          "principal" of a Security means the principal of the
Security plus the premium, if any, payable on the Security which
is due or overdue or is to become due at the relevant time.

          "Principal Property" means any real property and any
related buildings, fixtures or other improvements located in the
United States owned by the Company or its Subsidiaries (1) that
is an operating property included in the list of principal
properties in Item 2 (or any successor Item thereto) of the
Company's annual report on Form 10-K filed with the SEC for the
most recently ended fiscal year, or is an operating property
acquired subsequent to such filing that would have been included
in such Item 2 if it had been owned prior to the date of such
filing or (2) the net book value of which as of the end of the
last fiscal quarter ending immediately prior to the date of
determination exceeds 1% of the Consolidated Total Assets of the
Company as of the same date.

          "Restricted Subsidiary" means any Subsidiary of the
Company that owns a Principal Property.

          "Sale and Leaseback Transaction" means any arrangement
with any Person providing for the leasing by the Company or any
Restricted Subsidiary of real or personal property that is to be

                                 5
<PAGE>
sold or transferred by the Company or such Restricted Subsidiary
to such Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such
property or rental obligations of the Company or such Restricted
Subsidiary.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the Initial Securities, the
Exchange Securities, the Private Exchange Securities and
Additional Securities issued under this Indenture.

          "Securities Act" means the Securities Act of 1933, as
amended.

          "Stated Maturity" means, with respect to any Security,
the date specified in such Security as the fixed date on which
the final payment of principal of such Security is due and
payable.

          "Subsidiary" means with respect to any Person (herein
referred to as the "parent"), any corporation, partnership,
association or other business entity (a) of which securities or
other ownership interests representing more than 50% of the
equity or more than 50% of the ordinary voting power or more
than 50% of the general partnership interests are, at the time
any determination is being made, owned, controlled or held, or
(b) that is, at the time any determination is being made,
otherwise Controlled, by the parent or one or more subsidiaries
of the parent or by the parent and one or more subsidiaries of
the parent.

          "Subsidiary Guarantor" means any Subsidiary of the
Company if and so long as such Subsidiary provides a guarantee
of the Securities substantially in the form of Annex A of this
Indenture.

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
SectionSection 77aaa-77bbbb) as in effect on the date of this Indenture.

          "Trustee" means the party named as such in this
Indenture until a successor replaces it and, thereafter, means
the successor.

          "Trust Officer" means any officer or assistant officer
of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                                 6
<PAGE>
          "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

          "U.S. Government Obligations" means direct obligations
(or certificates representing an ownership interest in such
obligations) of the United States of America (including any
agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States of America is pledged
and which are not callable at the issuer's option.

          "Wholly-Owned Subsidiary" means a Subsidiary of the
Company, all of the Capital Stock of which (other than
directors' qualifying shares) is owned by the Company or another
Wholly-Owned Subsidiary.


          SECTION 1.02.  Other Definitions.

                    Term                              Defined in Section
                    ----                              ------------------
          "Agent Member"..............................     Appendix
          "Authenticating Agent"......................     Appendix
          "Bankruptcy Law"............................     6.01
          "covenant defeasance option"................     8.01(b)
          "cross acceleration provision"..............     6.01
          "Custodian".................................     6.01
          "Event of Default"..........................     6.01
          "Global Security"...........................     Appendix
          "Initial Securities.........................     Appendix
          "legal defeasance option"...................     8.01(b)
          "Legal Holiday".............................     10.08
          "Paying Agent"..............................     2.03
          "Private Exchange Securities"...............     Appendix
          "Registrar".................................     Appendix
          "Successor Company".........................     5.01
          "Transfer Restricted Securities"............     Appendix

          SECTION 1.03.  Incorporation by Reference of Trust
Indenture Act.  This Indenture is subject to the mandatory
provisions of the TIA which are incorporated by reference in and
made a part of this Indenture.  The following TIA terms have the
following meanings:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture securityholder" means a Securityholder.

          "indenture to be qualified" means this Indenture.


                                 7
<PAGE>

          "indenture trustee" or "institutional trustee" means
          the Trustee.

          "obligor" on the indenture securities means the
          Company and any other obligor on the indenture securities.

          All other TIA terms used in this Indenture that are
defined by the TIA, defined by the TIA by reference to another
statute or defined by an SEC rule have the meanings assigned to
them by such definitions.

          SECTION 1.04.  Rules of Construction.  Unless the
context otherwise requires:

          (1)  a term has the meaning assigned to it;

          (2)  an accounting term not otherwise defined has the
     meaning assigned to it in accordance with GAAP;

          (3)  "including" means including without limitation;

          (4)  "or" is not exclusive;

          (5)  words in the singular include the plural and
     words in the plural include the singular;

           (6)  the principal amount of any noninterest bearing
     or other discount security at any date shall be the
     principal amount thereof that would be shown on a balance
     sheet of the issuer dated such date prepared in accordance
     with GAAP; and

           (7)  all references to the date the Securities were
     originally issued shall refer to the Issue Date.


                             ARTICLE II

                           The Securities
                           --------------

          SECTION 2.01.  Form and Dating.  (a)  Provisions
relating to the Initial Securities, the Private Exchange
Securities and the Exchange Securities are set forth in the Rule
144A/Regulation S Appendix attached hereto (the "Appendix") the
terms and provisions of which are hereby incorporated in and
expressly made part of this Indenture.  The Initial Securities
and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit 1 to the Appendix, the
terms and provisions of which are hereby incorporated in and


                                 8
<PAGE>

expressly made part of this Indenture.  The Exchange Securities,
the Private Exchange Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A
attached hereto, the terms and provisions of which are hereby
incorporated in and expressly made part of this Indenture.  The
Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreements to which the Company is
subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Company).
Each Security shall be dated the date of its authentication.
The terms of the Securities set forth in the Appendix and
Exhibit A are part of the terms of this Indenture.

          SECTION 2.02.  Execution and Authentication.  Two
Officers shall sign the Securities for the Company by manual or
facsimile signature.

          If an Officer whose signature is on a Security no
longer holds that office at the time the Trustee authenticates
the Security, the Security shall be valid nevertheless.
A Security shall not be valid until an authorized
signatory of the Trustee manually authenticates the Security.
The signature of the Trustee on a Security shall be conclusive
evidence that such Security has been duly and validly
authenticated and issued under this Indenture.

          The Trustee shall authenticate and make available for
delivery the Securities as set forth in the Appendix.

          The Trustee may appoint an agent (the "Authenticating
Agent") reasonably acceptable to the Company to authenticate the
Securities.  Unless limited by the terms of such appointment,
any such Authenticating Agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this
Indenture to authentication by the Trustee includes
authentication by such agent.  An Authenticating Agent has the
same rights as any Registrar, Paying Agent or agent for service
of notices and demands.

          SECTION 2.03.  Registrar and Paying Agent.  The
Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange (the
"Registrar") and an office or agency where Securities may be
presented for payment (the "Paying Agent").  The Registrar shall
keep a register of the Securities and of their transfer and


                                 9
<PAGE>

exchange.  The Company may have one or more co-registrars and
one or more additional paying agents.  The term "Paying Agent"
includes any additional paying agent.

          The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent or co-registrar not a
party to this Indenture, which shall incorporate the terms of
the TIA.  The agreement shall implement the provisions of this
Indenture that relate to such agent.  The Company shall notify
the Trustee in writing of the name and address of each such
agent.  If the Company fails to maintain a Registrar or Paying
Agent, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.07.  The
Company or any Wholly-Owned Subsidiary incorporated or organized
within the United States of America may act as Paying Agent,
Registrar, co-registrar or transfer agent.  The Company may
remove any Registrar or Paying Agent upon written notice to such
Registrar or Paying Agent and to the Trustee; provided, however,
that no such removal shall become effective until (i) acceptance
of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor
Registrar or Paying Agent, as the case may be, and delivered to
the Trustee or (ii) notification to the Trustee that the Trustee
shall serve as Registrar or Paying Agent until the appointment
of a successor in accordance with clause (i) above.  The Paying
Agent or the Registrar may resign as such upon 30 days' prior
written notice to the Company and the Trustee; upon resignation
of any Paying Agent or Registrar, the Company shall appoint a
successor Paying Agent or Registrar, as the case may be, no
later than 30 days thereafter and shall provide notice in
writing to the Trustee of such successor Paying Agent or
Registrar.

          The Company initially appoints the Trustee as
Registrar and Paying Agent for the Securities.

          SECTION 2.04.  Paying Agent To Hold Money in Trust.
On the Business Day next preceding the day on which any
principal of or interest on any Security is due and payable, the
Company shall deposit with the Paying Agent a sum sufficient to
pay such principal or interest when due.  The Company shall
require each Paying Agent (other than the Trustee) to agree in
writing that such Paying Agent shall hold in trust for the
benefit of Holders or the Trustee all money held by such Paying
Agent for the payment of principal of or interest on the
Securities and shall notify the Trustee of any default by the
Company in making any such payment.  If the Company or a
Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund.


                                 10
<PAGE>

The Company at any time may require a Paying Agent (other than
the Trustee) to pay all money held by it to the Trustee and to
account for any funds disbursed by such Paying Agent.  Upon
complying with this Section 2.04, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further
liability for the money delivered to the Trustee.  Upon any
bankruptcy, reorganization or similar proceeding with respect to
the Company, the Trustee shall serve as Paying Agent for the
Securities.

          SECTION 2.05.  Securityholder Lists.  The Trustee
shall preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses
of Securityholders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least seven
Business Days before each interest payment date and at such
other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably
require of the names and addresses of Securityholders.

          SECTION 2.06.  Transfer and Exchange.  The Securities
shall be issued in registered form and shall be transferable
only upon the surrender of a Security for registration of
transfer and in compliance with the Appendix.  When a Security
is presented to the Registrar or a co-registrar with a request
to register a transfer, the Registrar shall register the
transfer as requested if the requirements for this Indenture are
met.  When Securities are presented the Securities shall be
issued in registered form and shall be transferable only upon
the surrender of a Security for registration to transfer.  When
Securities are presented to the Registrar or a co-registrar with
a request to exchange them for an equal principal amount of
Securities of other denominations, the Registrar shall make the
exchange as requested if the same requirements are met.

          SECTION 2.07.  Replacement Securities.  If a mutilated
Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Security if the Holder provides an
affidavit as to such lost, destroyed or stolen Security and
provides satisfactory indemnification, including, if required by
the Trustee or the Company, indemnity bond sufficient in the
judgment of the Company and the Trustee to protect the Company,
the Trustee, the Paying Agent, the Registrar and any co-
registrar from any loss which any of them may suffer if a
Security is replaced.  The Company and the Trustee may charge
the Holder for their expenses in replacing a Security.


                                 11
<PAGE>

          Every replacement Security is an additional obligation
of the Company under this Indenture.

          The provisions of this Section 2.07 are exclusive and
shall exclude (to the extent lawful) all other rights and
remedies with respect to replacement or repayment of mutilated,
lost, destroyed or wrongfully taken Securities.

          SECTION 2.08.  Outstanding Securities.  Securities
outstanding at any time are all Securities authenticated by the
Trustee except for those canceled by it, those delivered to it
for cancelation and those described in this Section 2.08 as not
outstanding.  Subject to the provisions of Section 10.06, a
Security does not cease to be outstanding because the Company or
an Affiliate of the Company holds the Security.

          If a Security is replaced pursuant to Section 2.07, it
ceases to be outstanding unless the Trustee and the Company
receive proof satisfactory to them that the replaced Security is
held by a protected purchaser (as such term is defined in
Section 8-303 of the Uniform Commercial Code).

          If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or at
Stated Maturity money sufficient to pay all principal and
interest payable on that date with respect to the Securities (or
portions thereof) to be redeemed or maturing, as the case may
be, then on and after that date such Securities (or portions
thereof) cease to be outstanding and interest on them ceases to
accrue.

          SECTION 2.09.  Temporary Securities.  Until definitive
Securities are ready for delivery, the Company may prepare and
the Trustee shall authenticate temporary Securities.  Temporary
Securities shall be substantially in the form of definitive
Securities but may have variations that the Company considers
appropriate for temporary Securities.  Without unreasonable
delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities, in the name of the Holder,
and deliver them to the Holder in exchange for temporary
Securities representing an equal principal amount in authorized
denominations.  Until so exchanged, the Holder of a temporary
Security shall be in all respects entitled to the same benefits
as a Holder of definitive Securities.

          SECTION 2.10.  Cancelation.  The Company at any time
may deliver Securities to the Trustee for cancelation.  The
Registrar and the Paying Agent shall forward to the Trustee any


                                 12
<PAGE>

Securities surrendered to them for registration of transfer,
exchange or payment.  The Trustee and no one else shall cancel
and destroy in accordance with customary procedures (subject to
the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange,
payment or cancelation and maintain a certificate on file of
such destruction unless the Company directs the Trustee in
writing to deliver canceled Securities to the Company.  The
Company may not issue new Securities to replace Securities it
has redeemed, paid or delivered to the Trustee for cancelation.
The Trustee shall not authenticate Securities in place of
canceled Securities other than pursuant to the terms of this
Indenture.

          SECTION 2.11.  Defaulted Interest.  If the Company
defaults in a payment of interest on the Securities, the Company
shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) in any lawful manner.  The
Company may pay the defaulted interest to the Persons who are
Securityholders on a subsequent special record date.  The
Company shall fix or cause to be fixed (or upon the Company's
failure to do so the Trustee shall fix pursuant to a written
instruction of Holders of at least a majority in principal
amount of the Securities) any such special record date and
payment date to the reasonable satisfaction of the Trustee,
which specified record date shall not be less than 10 days prior
to the payment date for such defaulted interest, and shall
promptly mail or cause to be mailed to each Securityholder a
notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

          SECTION 2.12.  CUSIP Numbers.  The Company in issuing
the Securities may use "CUSIP" numbers (if then generally in
use) and, if so, the Trustee shall use "CUSIP" numbers in
notices as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities
or as contained in any notice and that reliance may be placed
only on the other identification numbers printed on the
Securities, and no redemption shall be affected by any defect in
or omission of such numbers.

          SECTION 2.13.  Issuance of Additional Securities.  The
Company shall be entitled to issue Additional Securities under
this Indenture which shall have identical terms as the Initial
Securities issued on the Issue Date, other than with respect to
the date of issuance and, if appropriate, the issue price.  The
Initial Securities issued on the Issue Date, any Additional


                                 13
<PAGE>

Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor shall be treated as a
single class for all purposes under this Indenture.

          With respect to any Additional Securities, the Company
shall set forth in a resolution of the Board of Directors and an
Officers' Certificate, a copy of each which shall be delivered
to the Trustee, the following information:

          (1)  the aggregate principal amount of such Additional
     Securities to be authenticated and delivered pursuant to
     this Indenture;

          (2)  the issue price, the issue date and the CUSIP
     number of such Additional Securities; provided, however,
     that no Additional Securities may be issued unless such
     Additional Securities are fungible in all respects for U.S.
     Federal income tax purposes with the Securities then
     outstanding as set forth in an Opinion of Counsel addressed
     to and delivered to the Trustee;

          (3)  whether such Additional Securities shall be
     Transfer Restricted Securities and issued in the form of
     Initial Securities as set forth in the Appendix to this
     Indenture or shall be issued in the form of Exchange
     Securities as set forth in Exhibit A; and

          (4)  that the Company has complied with this Section
     2.13.


                              ARTICLE III

                              Redemption
                              ----------

          SECTION 3.01.  Notices to Trustee.  If the Company
elects to redeem Securities pursuant to paragraph 5 of the
Securities as set forth in Exhibit 1 to the Appendix, it shall
notify the Trustee in writing of the redemption date, the
principal amount of Securities to be redeemed and the paragraph
of the Securities pursuant to which the redemption will occur.

          The Company shall give each notice to the Trustee
provided for in this Section at least 45 days before the
redemption date unless the Trustee consents to a shorter period.
Such notice shall be accompanied by an Officers' Certificate and
an Opinion of Counsel to the effect that such redemption will
comply with the conditions herein.


                                 14
<PAGE>

          SECTION 3.02.  Selection of Securities to Be Redeemed.
If fewer than all the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed pro rata or by lot or
by a method that complies with applicable legal and securities
exchange requirements, if any, and that the Trustee in its sole
discretion shall deem to be fair and appropriate and in
accordance with methods generally used at the time of selection
by fiduciaries in similar circumstances.  The Trustee shall make
the selection from outstanding Securities not previously called
for redemption.  The Trustee may select for redemption portions
of the principal of Securities that have denominations larger
than $1,000.  Securities and portions of them the Trustee
selects to be redeemed shall be in principal amounts of $1,000
or a whole multiple of $1,000.  Provisions of this Indenture
that apply to Securities called for redemption also apply to
portions of Securities called for redemption.  The Trustee shall
notify the Company promptly of the Securities or portions of
Securities to be redeemed.

          SECTION 3.03.  Notice of Redemption.  At least 30 days
but not more than 60 days before a date for redemption of
Securities, the Company shall mail a notice of redemption by
first-class mail to each Holder of Securities to be redeemed at
such Holder's registered address.

          The notice shall identify the Securities to be
redeemed and shall state:

          (1)  the redemption date;

          (2)  a description of how the redemption price will be
     calculated;

          (3)  the name and address of the Paying Agent;

          (4)  that Securities called for redemption must be
     surrendered to the Paying Agent to collect the redemption
     price;

          (5)  if fewer than all the outstanding Securities are
     to be redeemed, the identification and principal amounts of
     the particular Securities to be redeemed;

          (6)  that, unless the Company defaults in making such
     redemption payment, interest on Securities (or portion
     thereof) called for redemption ceases to accrue on and
     after the redemption date; and


                                 15
<PAGE>

          (7)  that no representation is made as to the
     correctness or accuracy of the CUSIP number, if any, listed
     in such notice or printed on the Securities.

          The Trustee shall give the notice of redemption in the
Company's name and at the Company's expense.  The Company shall
provide the Trustee with the information required by this
Section.

          SECTION 3.04.  Effect of Notice of Redemption.  Once
notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date and at the
redemption price stated in the notice.  Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the
redemption date (subject to the right of Holders of record on
the relevant record date to receive interest due on the related
interest payment date).  Failure to give notice or any defect in
the notice to any Holder shall not affect the validity of the
notice to any other Holder.

          SECTION 3.05.  Deposit of Redemption Price.  On the
Business Day next preceding a redemption date, the Company shall
deposit with the Paying Agent (or, if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in
trust) money sufficient to pay the redemption price of and
accrued interest on all Securities to be redeemed on such date
other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the
Trustee for cancelation.  On or after the redemption date,
interest shall cease to accrue on Securities or portions thereof
called for redemption so long as the Company has deposited with
the Paying Agent funds sufficient to pay the principal of, plus
accrued but unpaid interest, if any, on the Securities to be
redeemed.

          SECTION 3.06.  Securities Redeemed in Part.  Upon
surrender of a Security that is redeemed in part, the Company
shall execute and the Trustee shall authenticate for the Holder
(at the Company's expense) a new Security equal in principal
amount to the unredeemed portion of the Security surrendered.




                                 16
<PAGE>

                              ARTICLE IV

                              Covenants
                              ---------

          SECTION 4.01.  Payment of Securities.  The Company
shall promptly pay the principal of and interest on the
Securities on the dates and in the manner provided in the
Securities and in this Indenture.  Principal and interest shall
be considered paid on the date due if on such date the Trustee
or the Paying Agent holds in accordance with this Indenture
money sufficient to pay all principal and interest then due.

          Notwithstanding anything to the contrary contained in
this Indenture, the Company may, to the extent it is required to
do so by law, deduct or withhold income or other similar taxes
imposed by applicable law from principal or interest payments
hereunder.

          The Company shall pay interest on overdue principal at
the rate specified therefor in the Securities, and subject to
Section 2.11, it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.

          SECTION 4.02.  Maintenance of Office or Agency for
Registration of Transfer, Exchange and Payment of Securities.
So long as any of the Securities shall remain outstanding, the
Company shall maintain an office or agency in the Borough of
Manhattan, The City of New York, State of New York, where the
Securities may be surrendered for exchange or registration of
transfer as in this Indenture provided, and where notices and
demands to or upon the Company in respect to the Securities may
be served, and where the Securities may be presented or
surrendered for payment.  The Company may also from time to time
designate one or more other offices or agencies where Securities
may be presented or surrendered for any and 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, State of New York for such purposes.  The Company shall
give to the Trustee prompt written notice of the location of any
such office or agency and of any change of location thereof.
The Company initially appoints the Trustee, Wachovia Bank,
National Association, 1 Penn Plaza, Suite 1414, New York, New
York 10119, for each of said purposes.  In case the Company
shall fail to maintain any such office or agency or shall fail
to give such notice of the location or of any change in the
location thereof, such surrenders, presentations and demands may


                                 17
<PAGE>

be made and notices may be served at the principal office of the
Trustee, and the Company hereby appoints the Trustee its agent
to receive at the aforesaid office all such surrenders,
presentations, notices and demands.  The Trustee shall give the
Company prompt notice of any change in location of the Trustee's
principal office.

          SECTION 4.03.  Appointment to Fill a Vacancy in the
Office of Trustee.  The Company, whenever necessary to avoid or
fill a vacancy in the office of Trustee, shall appoint, in the
manner provided in Section 7.08, a Trustee, so that there shall
at all times be a Trustee hereunder.

          SECTION 4.04.  Provision as to Paying Agent.  (a)  If
the Company shall appoint a Paying Agent other than the Trustee,
it shall cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall undertake,
subject to the provisions of this Section 4.04,

          (1)  that it shall hold all sums held by it as such
     agent for the payment of the principal of or interest on
     the Securities such sums which have been paid to it by the
     Company (or by any other obligor on the Securities) in
     trust for the benefit of the Holders of the Securities and
     shall notify the Trustee of the receipt of sums to be so
     held,

          (2)  that it shall give the Trustee notice of any
     failure by the Company (or by any other obligor on the
     Securities) to make any payment of the principal of or
     interest on the Securities when the same shall be due and
     payable,

          (3)  that it shall at any time during the continuance
     of any Event of Default specified in Section 6.01(1) or
     6.01(2), upon the written request of the Trustee, deliver
     to the Trustee all sums so held in trust by it, and

          (4)  acknowledge, accept and agree to comply in all
     aspects with the provisions of this Indenture relating to
     the duties, rights and liabilities of such Paying Agent.

          (b)  If the Company shall not act as its own Paying
     Agent, it shall, by the opening of business (New York City time)
     on each due date of the principal and interest on any Security,
     deposit with such Paying Agent a sum in same day funds
     sufficient to pay the principal of or interest so becoming due,
     such sum to be held in trust for the benefit of the holders of


                                 18
<PAGE>

     Securities entitled to such principal of or interest, and
     (unless such Paying Agent is the Trustee) the Company shall
     promptly notify the Trustee of its failure so to act.

          (c)  If the Company shall act as its own Paying Agent,
     it shall, by the opening of business (New York City time) on
     each due date of the principal and interest on any Security, set
     aside, segregate and hold in trust for the benefit of the
     persons entitled thereto, a sum sufficient to pay such principal
     or interest so becoming due and shall notify the Trustee of any
     failure to take such action.

          (d)  Anything in this Section 4.04 to the contrary
     notwithstanding, the Company may, at any time, for the purpose
     of obtaining a satisfaction and discharge of this Indenture, or
     for any other reason, pay or cause to be paid to the Trustee all
     sums held in trust by it, or any Paying Agent hereunder, as
     required by this Section 4.04, such sums to be held by the
     Trustee upon the trusts herein contained.

          (e)  Anything in this Section 4.04 to the contrary
     notwithstanding, the agreement to hold sums in trust as provided
     in this Section 4.04 is subject to the provisions of
     Sections 8.04 and 8.06.

          SECTION 4.05.  Maintenance of Corporate Existence.  So
long as any of the Securities shall remain outstanding, the
Company shall at all times (except as otherwise provided or
permitted elsewhere in this Indenture) do or cause to be done
all things necessary to preserve and keep in full force and
effect its corporate existence and franchises.

          SECTION 4.06.  Limitation on Liens.  So long as any of
the Securities are outstanding, the Company shall not, and shall
not permit any Restricted Subsidiary to, create, incur, assume
or suffer to exist any Lien upon any Principal Property or
shares of stock or Indebtedness of any Restricted Subsidiary to
secure any Indebtedness, without effectively providing that the
Securities then outstanding shall (so long as such other
Indebtedness shall be so secured) be equally and ratably
secured; provided, however, that this restriction shall not
apply to or prevent the creation or existence of:

          (a)  Liens for taxes not yet due or that are being
     contested in good faith by appropriate proceedings,
     provided that adequate reserves with respect thereto are
     maintained on the books of the Company or its Restricted
     Subsidiaries, as the case may be, in conformity with GAAP;


                                 19
<PAGE>

          (b)  carriers', warehousemen's, mechanics',
     materialmen's, repairmen's or other like Liens arising in
     the ordinary course of business securing obligations that
     are not overdue for a period of more than 90 days or that
     are being contested in good faith by appropriate
     proceedings;

          (c)  pledges or deposits in connection with workers'
     compensation, unemployment insurance and other social
     security legislation and deposits securing liability to
     insurance carriers under insurance or self-insurance
     arrangements;

          (d)  deposits to secure the performance of bids, trade
     contracts (other than for borrowed money), leases,
     statutory obligations, surety and appeal bonds, performance
     bonds and other obligations of a like nature incurred in
     the ordinary course of business;

          (e)  easements, rights-of-way, restrictions and other
     similar encumbrances incurred in the ordinary course of
     business that, in the aggregate, are not substantial in
     amount and that do not in any case materially detract from
     the value of the property subject thereto or materially
     interfere with the ordinary conduct of the business of the
     Company or such Restricted Subsidiary;

          (f)  Liens in existence on the Issue Date;

          (g)  Liens arising in connection with trade letters of
     credit issued for the account of the Company or a
     Restricted Subsidiary securing the reimbursement
     obligations in respect of such letters of credit, provided
     that such Liens encumber only the property being acquired
     through payments made under such letters of credit or the
     documents of title and shipping and insurance documents
     relating to such property;

          (h)  Liens upon intellectual property acquired by the
     Company or a Restricted Subsidiary (such as software)
     securing the obligation of the Company or such Restricted
     Subsidiary to make royalty or similar payments to the
     seller of such intellectual property, provided that such
     Liens encumber only the intellectual property to which such
     payments relate;

          (i)  any Lien upon any property or assets created at
     the time of the acquisition, purchase, lease, improvement


                                 20
<PAGE>

     or development of property or assets used or held by the
     Company or any Restricted Subsidiary or within one year
     after such time to secure all or a portion of the purchase
     price or lease for, or the costs of improvement or
     development of, such property or assets;

          (j)  any Lien upon any property or assets existing
     thereon at the time of the acquisition thereof (provided
     such Lien was not incurred in anticipation of such
     acquisition) by the Company or any Restricted Subsidiary
     (whether or not the obligations secured thereby are assumed
     by the Company or any Restricted Subsidiary);

          (k)  any Lien in favor of the Company or any
     Restricted Subsidiary;

          (l)  Liens in respect of judgments that do not
     constitute an Event of Default;

          (m)  Liens to secure any extension, renewal,
     refinancing or refunding (or successive extensions,
     renewals, refinancings or refundings), in whole or in part,
     of any Indebtedness secured by Liens referred to in the
     foregoing clauses (f) through (l) or Liens created in
     connection with any amendment, consent or waiver relating
     to such Indebtedness, so long as such Lien does not extend
     to any other property and the Indebtedness so secured does
     not exceed the fair market value (as determined by the
     Board of Directors) of the assets subject to such Liens at
     the time of such extension, renewal, refinancing or
     refunding, or such amendment, consent or waiver, as the
     case may be; or

          (n)  any Lien securing any Indebtedness in an amount
     which, together with, without duplication, (1) all other
     Indebtedness secured by a Lien that is not otherwise
     permitted by the provisions of this Section 4.06, and
     (2) all Attributable Debt of the Company and its
     Subsidiaries with respect to Sale and Leaseback
     Transactions permitted only under Section 4.07(e), and
     (3) any indebtedness incurred by a Subsidiary of the
     Company pursuant to clause (x) or (y) of Section 4.08, does
     not at the time of the incurrence of the Indebtedness so
     secured exceed 5% of the Company's Consolidated Total
     Assets.

          SECTION 4.07.  Limitation on Sale and Leaseback
Transactions.  So long as any Securities are outstanding, the


                                 21
<PAGE>

Company shall not enter into, and shall not permit any
Restricted Subsidiary to enter into, any Sale and Leaseback
Transaction with respect to any Principal Property unless:

          (a)  such Sale and Leaseback Transaction involves a
     lease for a term of not more than five years;

          (b)  such Sale and Leaseback Transaction is between
     the Company and a Subsidiary Guarantor or between Subsidiary
     Guarantors;

          (c)  the Company or a Restricted Subsidiary would be
     entitled to incur Indebtedness secured by a Lien on such
     property or assets involved in such Sale and Leaseback
     Transaction without equally and ratably securing the Securities
     pursuant to Section 4.06 above;

          (d)  the cash proceeds of such Sale and Leaseback
     Transaction are at least equal to the fair market value thereof
     (as determined in good faith by the Board of Directors) or the
     debt attributable thereto and the Company applies an amount
     equal to the greater of the net proceeds of such sale or the
     Attributable Debt with respect to such Sale and Leaseback
     Transaction within 270 days of such sale to either (or a
     combination) of (1) the retirement (other than the mandatory
     retirement, mandatory prepayment or sinking fund payment or by
     payment at maturity) of long-term debt of the Company or a
     Restricted Subsidiary (other than long-term debt that is
     subordinated to the Securities) or (2) the acquisition,
     purchase, improvement or development of other comparable
     property, including the acquisition of other businesses; or

          (e)  any Sale and Leaseback Transaction in an amount
     which, together with, without duplication, (1) all Attributable
     Debt of the Company and its Restricted Subsidiaries under this
     clause (e), (2) all other Indebtedness secured by a Lien that is
     not otherwise permitted by the provisions of Sections 4.06(a)
     through (m), and (3) any Indebtedness incurred by a Subsidiary
     of the Company pursuant to clause (x) or (y) of Section 4.08,
     does not at the time of such transaction exceed 5% of
     Consolidated Total Assets.

          SECTION 4.08.  Limitation on Subsidiary Indebtedness
and Preferred Stock.  So long as any Securities are outstanding,
the Company shall not cause or permit its direct or indirect
Subsidiaries to incur, create, issue, assume or permit to exist
any Indebtedness or Preferred Stock (other than Permitted
Indebtedness) unless the aggregate principal amount of such


                                 22
<PAGE>

Indebtedness or Preferred Stock, when taken together with,
without duplication, (1) all other Indebtedness (other than
Permitted Indebtedness) incurred pursuant to this Section 4.08,
(2) all other Indebtedness secured by a Lien that is not
otherwise permitted by the provisions of Section 4.06(a) through
(m), and (3) any Sale Leaseback Transactions permitted only
under Section 4.07(e), does not at the time of the incurrence
exceed the greater of (x) $170 million and (y) 5% of the
Company's Consolidated Total Assets.  For the purposes of this
Section 4.08, the aggregate principal amount of any Preferred
Stock shall be the greater of (i) the aggregate maximum
liquidation value of such Preferred Stock and (ii) the maximum
aggregate mandatory redemption or aggregate mandatory repurchase
price with respect to such Preferred Stock.


     SECTION 4.09.  Compliance Certificate.  The Company
shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Company an Officers' Certificate stating
that in the course of the performance by the signers of their
duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not
the signers know of any Default or Event of Default that
occurred during such period.  If they do, the certificate shall
describe the Default or Event of Default, its status and what
action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with TIA Section 314(a)(4).

     SECTION 4.10.  Further Instruments and Acts.  Upon
request of the Trustee, the Company shall execute and deliver
such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

     SECTION 4.11.  SEC Reports.  Notwithstanding that the
Company may not be subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, the Company shall file
with the SEC (so long as permitted by the SEC) and provide the
Trustee and Securityholders with such annual reports and such
information, documents and other reports as are specified in
Sections 13 and 15(d) of the Exchange Act and applicable to a
U.S. corporation subject to such Sections, such information,
documents and other reports to be so filed and provided at the
times specified for the filing of such information, documents
and reports under such Sections.  In addition, at any time that
the Company is neither subject to Section 13 or 15(d) of the
Exchange Act, nor exempt from reporting pursuant to Rule 12g3-
2(b) under the Exchange Act, the Company shall furnish to the


                                 23
<PAGE>

Holders of the Initial Securities and to prospective investors
in such Initial Securities, upon the requests of such Holders,
any information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act so long as such
Securities are not freely transferable under the Securities Act.
The Company also shall comply with the other provisions of TIA
Section 314(a).


                              ARTICLE V

                          Successor Company
                          -----------------

          SECTION 5.01.  When Company May Merge or Transfer
Assets.  The Company shall not consolidate or merge with or into
any Person, or sell, lease, convey or otherwise dispose of all
or substantially all of its assets, or assign any of its
obligations under this Indenture or the Securities, to any
Person, unless:

          (1)  the Person formed by or surviving such
     consolidation or merger (if other than the Company), or to
     which such sale, lease, conveyance or other disposition or
     arrangement shall be made (collectively, the "Successor
     Company"), is a corporation organized and existing under
     the laws of the United States or any State thereof or the
     District of Columbia and the Successor Company assumes by
     supplemental indenture in a form reasonably satisfactory to
     the Trustee all of the obligations of the Company under
     this Indenture and under the Securities;

          (2)  immediately after giving effect to such
     transaction no Default shall have occurred and be
     continuing; and

          (3)  the Company shall have delivered to the Trustee
     an Officers' Certificate and an Opinion of Counsel, each
     stating that such consolidation, merger or transfer and
     such supplemental indenture (if any) comply with this
     Indenture.

          The Successor Company shall be the successor to the
Company and shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this
Indenture, and the predecessor Company (except in the case of a
lease) shall be released from the obligation to pay the
principal of and interest on the Securities.


                                 24
<PAGE>


                              ARTICLE VI

                         Defaults and Remedies
                         ---------------------

          SECTION 6.01.  Events of Default.  An "Event of
Default" occurs if:

          (1)  the Company defaults in any payment of interest
     on any Security when the same becomes due and payable and
     such default continues for a period of 30 days;

          (2)  the Company defaults in the payment of the
     principal of any Security when the same becomes due and
     payable at its Stated Maturity, upon optional redemption,
     upon declaration or otherwise;

          (3)  the Company fails to comply with Section 5.01;

          (4)  the Company fails to comply with any of its
     agreements in the Securities or this Indenture (other than
     those referred to in clauses (1), (2) or (3) above) and
     such failure continues for 60 days after the notice
     specified below;

          (5)  any default or event of default under any
     Indebtedness of the Company or any of its Subsidiaries
     (other than any indebtedness of the Company or any
     Subsidiary to the seller of a business or asset incurred in
     connection with the purchase thereof) which default or
     event of default results in at least $50.0 million of
     aggregate principal amount of such Indebtedness being
     declared due and payable prior to maturity (the "cross
     acceleration provision");

          (6)  failure by the Company or any of its Subsidiaries
     to pay at maturity or otherwise when due (after giving
     effect to any applicable grace period) at least $50.0
     million aggregate principal amount of Indebtedness at any
     one time;

          (7)  the Company pursuant to or within the meaning of
     any Bankruptcy Law:

               (A) commences a voluntary case;

               (B) consents to the entry of an order for relief
          against it in an involuntary case;


                                 25
<PAGE>

               (C) consents to the appointment of a Custodian of
          it or for any substantial part of its property; or

               (D) makes a general assignment for the benefit of
          its creditors;

     or takes any comparable action under any foreign laws
     relating to insolvency; or

          (8)  a court of competent jurisdiction enters an order
     or decree under any Bankruptcy Law that:

               (A) is for relief against the Company in an
          involuntary case;

               (B) appoints a Custodian of the Company or for
          any substantial part of its property; or

               (C) orders the winding up or liquidation of the
          Company;

     or any similar relief is granted under any foreign laws and
     the order, decree or relief remains unstayed and in effect
     for 60 days.

          The foregoing shall constitute Events of Default
whatever the reason for any such Event of Default and whether it
is voluntary or involuntary or is 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.

          The term "Bankruptcy Law" means Title 11, United
States Code, or any similar Federal or state law for the relief
of debtors.  The term "Custodian" means any receiver, trustee,
assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

          Notwithstanding the foregoing, a Default under
Section 6.01(4) shall not constitute an Event of Default until
the Trustee or the Holders of at least 25% in principal amount
of the outstanding Securities notify the Company of the Default
and the Company does not cure such Default within the time
specified in Section 6.01(4) after receipt of such notice.  Such
notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default."


                                 26
<PAGE>

          The Company shall deliver to the Trustee, within
30 days after the occurrence thereof, written notice in the form
of an Officers' Certificate of any Event of Default under
clauses (5) and (6) and any event which with the giving of
notice or the lapse of time would become an Event of Default
under clause (4) or (6), its status and what action the Company
is taking or proposes to take with respect thereto.

          SECTION 6.02.  Acceleration.  If an Event of Default
(other than an Event of Default specified in Section 6.01(7) or
(8)) occurs and is continuing, the Trustee by notice to the
Company, or the Holders of at least 25% in outstanding principal
amount of the Securities by notice to the Company and the
Trustee, may declare the principal of and accrued and unpaid
interest on all the Securities to be due and payable.  Upon such
a declaration, such principal and interest shall be due and
payable immediately.  If an Event of Default specified in
Section 6.01(7) or (8) occurs, the principal of and accrued and
unpaid interest on all the Securities shall ipso facto become
and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holders.  The
Holders of a majority in principal amount of the Securities
outstanding by notice to the Trustee may rescind an acceleration
and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration.  No
such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

          SECTION 6.03.  Other Remedies.  If an Event of Default
occurs and is continuing, the Trustee may pursue any available
remedy to collect the payment of principal of or interest on the
Securities or to enforce the performance of any provision of the
Securities or this Indenture.

          The Trustee may maintain a proceeding even if it does
not possess any of the Securities or does not produce any of
them in the proceeding.  A delay or omission by the Trustee or
any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default.
No remedy is exclusive of any other remedy.  All available
remedies are cumulative.

          SECTION 6.04.  Waiver of Past Defaults.  The Holders
of a majority in outstanding principal amount of the Securities
by notice to the Trustee may waive an existing Default and its


                                 27
<PAGE>

consequences except (i) a Default in the payment of the
principal of or interest on a Security or (ii) a Default in
respect of a provision that under Section 9.02 cannot be amended
without the consent of each Holder affected.  When a Default is
waived, it is deemed cured, but no such waiver shall extend to
any subsequent or other Default or impair any consequent right.

          SECTION 6.05.  Control by Majority.  The Holders of a
majority in outstanding principal amount of the Securities may
direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any
trust or power conferred on the Trustee.  However, the Trustee
may refuse to follow any direction that conflicts with law or
this Indenture or, subject to Section 7.01, that the Trustee
reasonably determines is unduly prejudicial to the rights of
other Holders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not
inconsistent with such direction.  Prior to taking any action
hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

          SECTION 6.06.  Limitation on Suits.  Except to enforce
the right to receive payment of principal or interest when due,
no Holder may pursue any remedy with respect to this Indenture
or the Securities unless:

          (1)  the Holder gives to the Trustee written notice
     stating that an Event of Default is continuing;

          (2)  the Holders of at least 25% in outstanding
     principal amount of the Securities make a written request
     to the Trustee to pursue the remedy;

          (3)  such Holder or Holders offer to the Trustee
     reasonable security or indemnity against any loss,
     liability or expense;

          (4)  the Trustee does not comply with the request
     within 60 days after receipt of the request and the offer
     of security or indemnity; and

          (5)  the Holders of a majority in principal amount of
     the Securities do not give the Trustee a direction
     inconsistent with the request during such 60-day period.


                                 28
<PAGE>

     A Holder may not use this Indenture to prejudice the
     rights of another Holder or to obtain a preference or priority
     over another Holder.

          SECTION 6.07.  Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right
of any Holder to receive payment of principal of and interest on
the Securities held by such Holder, on or after the respective
due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of
such Holder.

          SECTION 6.08.  Collection Suit by Trustee.  If an
Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee may recover judgment in its own name
and as Trustee of an express trust against the Company for the
whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

SECTION 6.09.  Trustee May File Proofs of Claim.  The
Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee and the Holders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or their
respective creditors or properties and, unless prohibited by law
or applicable regulations, may vote on behalf of the Holders in
any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make
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 compensation,
expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under
Section 7.07.

          SECTION 6.10.  Priorities.  If the Trustee collects
any money or property pursuant to this Article VI, it shall pay
out the money or property in the following order:

          FIRST:  to the Trustee for amounts due under
     Section 7.07;

          SECOND:  to Holders for amounts due and unpaid on the
     Securities for principal and interest, ratably, without
     preference or priority of any kind, according to the


                                 29
<PAGE>

     amounts due and payable on the Securities for principal and
     interest, respectively; and

          THIRD: to the Company.

          Notwithstanding anything to the contrary in Section
2.11, the Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10.  At least 15
days before such record date, the Company shall mail to each
Holder and the Trustee a notice that states the record date, the
payment date and amount to be paid.

          SECTION 6.11.  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 or omitted
by it as Trustee, a court in its discretion may require the
filing by any party litigant in the suit of an undertaking to
pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the
party litigant.  This Section 6.11 does not apply to a suit by
the Trustee, a suit by a Holder pursuant to Section 6.07 or a
suit by Holders of more than 10% in outstanding principal amount
of the Securities.

          SECTION 6.12.  Waiver of Stay or Extension Laws.  The
Company (to the extent it may lawfully do so) shall 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 shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit
the execution of every such power as though no such law had been
enacted.


                             ARTICLE VII

                               Trustee
                               -------

          SECTION 7.01.  Duties of Trustee.  (a)  If an Event of
Default has occurred and is continuing, the Trustee shall
exercise the rights and powers vested in it by this Indenture
and use the same degree of care and skill in their exercise as a


                                 30
<PAGE>

prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

          (b)  Except during the continuance of an Event of
Default:

          (1)  the Trustee undertakes to perform such duties and
     only such duties as are specifically set forth in this
     Indenture and no implied covenants or obligations shall be
     read into this Indenture against the Trustee; and

          (2)  in the absence of bad faith on its part, the
     Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed
     therein, upon certificates or opinions furnished to the
     Trustee and conforming to the requirements of this
     Indenture.  However, the Trustee shall examine the
     certificates and opinions to determine whether or not they
     conform to the requirements of this Indenture.

          (c)  The Trustee may not be relieved from liability
for its own negligent action, its own negligent failure to act
or its own wilful misconduct, except that:

          (1)  this paragraph does not limit the effect of
     Section 7.01(b);

          (2)  the Trustee shall not be liable for any error of
     judgment made in good faith by a Trust Officer unless it is
     proved that the Trustee was negligent in ascertaining the
     pertinent facts; and

          (3)  the Trustee shall not be liable with respect to
     any action it takes or omits to take in good faith in
     accordance with a direction received by it pursuant to
     Section 6.05.

          (d)  The Trustee shall not be liable for interest on
any money received by it except as the Trustee may agree in
writing with the Company.

          (e)  Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by
law.

          (f)  No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties


                                 31
<PAGE>

hereunder or in the exercise of any of its rights or powers, if
it shall have reasonable grounds to believe that repayment of
such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

          (g)  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 7.01 and to the provisions of the TIA.

          SECTION 7.02.  Rights of Trustee.  (a)  The Trustee
may rely on any document believed by it to be genuine and to
have been signed or presented by the proper person.  The Trustee
need not investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting,
it may require an Officers' Certificate or an Opinion of
Counsel.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on the
Officers' Certificate or Opinion of Counsel.

          (c)  The Trustee may act through its attorneys and
agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.

          (d)  The Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be
authorized or within its rights or powers; provided, however,
that the Trustee's conduct does not constitute wilful misconduct
or negligence.

          (e)  The Trustee may consult with counsel, and the
advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Securities shall be full and
complete authorization and protection from liability in respect
to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such
counsel.

          SECTION 7.03.  Individual Rights of Trustee.  The
Trustee in its individual or any other capacity may become the
owner or pledgee of Securities and may otherwise deal with the
Company or its Affiliates with the same rights it would have if
it were not Trustee.  Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights.  However,
the Trustee must comply with Sections 7.10 and 7.11.


                                 32
<PAGE>

          SECTION 7.04.  Trustee's Disclaimer.  The Trustee
shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Securities, it
shall not be accountable for the Company's use of the proceeds
from the Securities, it shall not be responsible for the use or
application of any money received by any Paying Agent (other
than itself as Paying Agent), and it shall not be responsible
for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or
in the Securities other than the Trustee's certificate of
authentication.

          SECTION 7.05.  Notice of Defaults.  If a Default or
Event of Default occurs and is continuing and it is known to the
Trustee, the Trustee shall mail to each Holder notice of the
Default or Event of Default within 60 days after it occurs or
promptly upon the Trustee's attaining knowledge of such Default
or Event of Default, whichever comes first.  Except in the case
of a Default or Event of Default in payment of principal of, or
interest on, any Security, the Trustee may withhold the notice
if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests
of Holders.

          SECTION 7.06.  Reports by Trustee to Holders.  As
promptly as practicable after each May 15 beginning with the
May 15 following the date of this Indenture, and in any event
prior to July 15 in each year, if required by TIA Section 313, the
Trustee shall mail to each Holder a brief report dated as of
such May 15 that complies with TIA Section 313(a).  The Trustee also
shall comply with TIA Section 313(b).  The Trustee shall also transmit
by mail all reports required by TIA Section 313(c).

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

          SECTION 7.07.  Compensation and Indemnity.  The
Company shall pay to the Trustee from time to time, and the
Trustee shall be entitled to, reasonable compensation for its
services.  The Trustee's compensation shall not be limited by
any law on compensation of a Trustee of an express trust.  The
Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, costs of preparing and reviewing


                                 33
<PAGE>

reports, certificates and other documents, costs of preparation
and mailing of notices to Holders and reasonable costs of
counsel retained by the Trustee in addition to the compensation
for its services.  Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts.  The Company
shall indemnify and hold harmless the Trustee against any and
all loss, liability or expense (including reasonable attorneys'
fees) incurred by it in connection with the administration of
this trust and the performance of its duties hereunder,
including the costs and expenses of enforcing this Indenture
(including this Section 7.07) and of defending itself against
any claims (whether asserted by any Holder, the Company or
otherwise).  The Trustee shall notify the Company promptly of
any claim for which it may seek indemnity.  Failure by the
Trustee to so notify the Company shall not relieve the Company
of its obligations hereunder.  The Company shall defend the
claim and the Trustee may have separate counsel and the Company
shall pay the fees and expenses of such counsel.  The Company
need not reimburse any expense or indemnify against any loss,
liability or expense incurred by the Trustee through the
Trustee's own wilful misconduct, negligence or bad faith.

          To secure the Company's payment obligations in this
Section 7.07, the Trustee shall have a lien prior to the
Securities on all money or property held or collected by the
Trustee other than money or property held in trust to pay
principal of and interest on particular Securities.  The
Trustee's right to receive payment of any amounts due under this
Section 7.07 shall not be subordinate to any other liability or
indebtedness of the Company.

          The Company's payment obligations pursuant to this
Section 7.07 shall survive the discharge of this Indenture and
the resignation or removal of the Trustee.  When the Trustee
incurs expenses after the occurrence of a Default specified in
Section 6.01(7) or (8) with respect to the Company, the expenses
are intended to constitute expenses of administration under any
Bankruptcy Law.

          SECTION 7.08.  Replacement of Trustee.  The Trustee
may resign at any time by so notifying the Company.  The Holders
of a majority in outstanding principal amount of the Securities
may remove the Trustee by so notifying the Trustee and may
appoint a successor Trustee.  The Company shall remove the
Trustee if:

          (1)  the Trustee fails to comply with Section 7.10;


                                 34
<PAGE>

          (2)  the Trustee is adjudged bankrupt or insolvent;

          (3)  a receiver or other public officer takes charge
     of the Trustee or its property; or

          (4)  the Trustee otherwise becomes incapable of
     acting.

          If the Trustee resigns, is removed by the Company, is
removed by the Holders of a majority in outstanding principal
amount of the Securities and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event
being referred to herein as the retiring Trustee), the Company
shall promptly appoint a successor Trustee.

          A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company.
Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all
the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its
succession to the Securityholders.  The retiring Trustee shall
promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in
Section 7.07.

          If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed, the
retiring Trustee or the Holders of 10% in outstanding principal
amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          If the Trustee fails to comply with Section 7.10, any
Securityholder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a
successor Trustee.

          Notwithstanding the replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under
Section 7.07 shall continue for the benefit of the retiring
Trustee.

          SECTION 7.09.  Successor Trustee by Merger.  If the
Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets
to, another corporation or banking association, the resulting,


                                 35
<PAGE>

surviving or transferee corporation or banking association
without any further act shall be the successor Trustee.

          If at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the
trusts created by this Indenture, any of the Securities 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 if at that time any of the Securities 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 to the
Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall
have.

          SECTION 7.10.  Eligibility; Disqualification.  The
Trustee shall at all times satisfy the requirements of TIA
Section 310(a).  The Trustee shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent
published annual report of condition.  The Trustee shall comply
with TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities or certificates of
interest or participation in other securities of the Company are
outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

          SECTION 7.11.  Preferential Collection of Claims
Against Company.  The Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b).  A
Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated.


                            ARTICLE VIII

                  Discharge of Indenture; Defeasance
                  ----------------------------------

          SECTION 8.01.  Discharge of Liability on Securities;
Defeasance.  (a)  When (1) the Company delivers to the Trustee
all outstanding Securities (other than Securities replaced
pursuant to Section 2.07) for cancelation or (2) all outstanding
Securities have become due and payable, whether at Stated
Maturity or on a redemption date as a result of the mailing of a
notice of redemption pursuant to Article 3 hereof and the


                                 36
<PAGE>

Company irrevocably deposits with the Trustee funds sufficient
to pay at Stated Maturity or upon redemption all outstanding
Securities, including interest thereon to Stated Maturity or
such redemption date (other than Securities replaced pursuant to
Section 2.07), and if in either case the Company pays all other
sums payable hereunder by the Company, then this Indenture
shall, subject to Section 8.01(c), cease to be of further
effect.  The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company
(accompanied by an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein
relating to the satisfaction and discharge of this Indenture
have been complied with and at the cost and expense of the
Company).

          (b)  Subject to Sections 8.01(c) and 8.02, the Company
at any time may terminate (1) all its obligations under the
Securities and this Indenture ("legal defeasance option") or
(2) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06,
4.07 and 4.08, and the operation of Sections 6.01(3), 6.01(4),
6.01(5) and 6.01(6) ("covenant defeasance option"); provided,
however, no deposit under this Article VIII shall be effective
to terminate the obligations of the Company under the Securities
or this Indenture prior to 91 days following any such deposit.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option.

          If the Company exercises its legal defeasance option,
payment of the Securities may not be accelerated because of an
Event of Default.  If the Company exercises its covenant
defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in
Sections 6.01(3), 6.01(5) or 6.01(6).

          Upon satisfaction of the conditions set forth herein
and upon request of the Company, the Trustee shall acknowledge
in writing the discharge of those obligations that the Company
terminates.

          (c)  Notwithstanding the provisions of
Sections 7.01(a) and (b), the Company's obligations in
Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and
this Article VIII shall survive until the Securities have been
paid in full.  Thereafter, the Company's obligations in
Sections 7.07, 8.04 and 8.05 shall survive.


                                 37
<PAGE>

          SECTION 8.02.  Conditions to Defeasance.  The Company
may exercise its legal defeasance option or its covenant
defeasance option only if:

          (1)  the Company irrevocably deposits in trust with
     the Trustee money or U.S. Government Obligations for the
     payment of principal of and interest on the Securities to
     Stated Maturity or redemption, as the case may be;

          (2)  the Company delivers to the Trustee a certificate
     from a nationally recognized firm of independent
     accountants expressing their opinion that the payments of
     principal and interest when due and without reinvestment on
     the deposited U.S. Government Obligations plus any
     deposited money without reinvestment will provide cash at
     such times and in such amounts as will be sufficient to pay
     principal and interest when due on all the Securities to
     Stated Maturity or redemption, as the case may be;

          (3)  91 days pass after the deposit is made and during
     the 91-day period no Default specified in Sections 6.01(7)
     or (8) occurs which is continuing at the end of the
     periods;

          (4)  the deposit does not constitute a default under
     any other agreement binding on the Company;

          (5)  the Company delivers to the Trustee an Opinion of
     Counsel to the effect that the trust resulting from the
     deposit does not constitute, or is qualified as, a
     regulated investment company under the Investment Company
     Act of 1940;

          (6)  in the case of the legal defeasance option, the
     Company shall have delivered to the Trustee an Opinion of
     Counsel stating that (A) the Company has received from, or
     there has been published by, the Internal Revenue Service a
     ruling, or (B) 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 of Counsel shall confirm that, the Securityholders
     will not recognize income, gain or loss for Federal income
     tax purposes as a result of such defeasance and will be
     subject to Federal income tax on the same amounts, in the
     same manner and at the same times as would have been the
     case if such legal defeasance had not occurred;


                                 38
<PAGE>

          (7)  in the case of the covenant defeasance option,
     the Company shall have delivered to the Trustee an Opinion
     of Counsel to the effect that the Securityholders shall not
     recognize income, gain or loss for Federal income tax
     purposes as a result of such covenant defeasance and shall
     be subject to Federal income tax on the same amounts, in
     the same manner and at the same times as would have been
     the case if such covenant defeasance had not occurred;

          (8)  the Securityholders shall have a perfected
     security interest under applicable law in the cash or U.S.
     Government Obligations deposited pursuant to
     Section 8.02(1) above;

          (9)  the Company shall have delivered to the Trustee
     an Opinion of Counsel, in form and substance reasonably
     satisfactory to the Trustee, to the effect that, after the
     passage of 91 days following the deposit, the trust funds
     shall not be subject to any applicable bankruptcy,
     insolvency, reorganization or similar law affecting
     creditors' rights generally;

          (10)  such defeasance shall not cause the Trustee to
     have a conflicting interest with respect to any securities
     of the Company; and

          (11)  the Company delivers to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that
     all conditions precedent to the defeasance and discharge of
     the Securities and this Indenture as contemplated by this
     Article VIII have been complied with.

Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at
a future date in accordance with Article III.

          SECTION 8.03.  Application of Trust Money.  The
Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to this Article VIII.  It shall apply
the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest on the
Securities.

          SECTION 8.04.  Repayment to Company.  The Trustee and
the Paying Agent shall promptly turn over to the Company upon
request any excess money or securities held by them upon payment
of all the obligations under this Indenture.


                                 39
<PAGE>

          Subject to any applicable abandoned property law, the
Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal of
or interest on the Securities that remains unclaimed for two
years, and, thereafter, Securityholders entitled to the money
must look to the Company for payment as general creditors.

          SECTION 8.05.  Indemnity for U.S. Government
Obligations.  The Company shall pay and shall indemnify the
Trustee against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government
Obligations.

          SECTION 8.06.  Reinstatement.  If the Trustee or
Paying Agent is unable to apply any money or U.S. Government
Obligations in accordance with this Article VIII by reason of
any legal proceeding or by reason of any order or judgment of
any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the
Company under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to
this Article VIII until such time as the Trustee or Paying Agent
is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided,
however, that, if the Company has made any payment of interest
on or principal of any Securities because of 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 or U.S. Government Obligations held by the
Trustee or Paying Agent.


                            ARTICLE IX

                            Amendments
                            ----------

          SECTION 9.01.  Without Consent of Holders.  The
Company and the Trustee may amend this Indenture or the
Securities without notice to or consent of any Holder:

          (1)  to cure any ambiguity, omission, defect or
     inconsistency;

          (2)  to comply with Article V;

          (3)  to provide for uncertificated Securities in
     addition to or in place of certificated Securities;


                                 40
<PAGE>

     provided, however, that the uncertificated Securities are
     issued in registered form for purposes of Section 163(f) of
     the Code or in a manner such that the uncertificated
     Securities are described in Section 163(f)(2)(B) of the
     Code;

          (4)  to add guarantees with respect to the Securities,
     or to secure the Securities.

          (5)  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;

          (6)  to make any change that does not adversely affect
     the rights of any Holder; or

          (7)  to comply with any requirement of the SEC in
     connection with qualifying this Indenture under the TIA.

          After an amendment under this Section 9.01 becomes
effective, the Company shall mail to each Securityholder a
notice briefly describing such amendment.  The failure to give
such notice to all Securityholders, or any defect therein, shall
not impair or affect the validity of an amendment under this
Section 9.01.

          SECTION 9.02.  With Consent of Holders.  The Company
and the Trustee may amend this Indenture or the Securities
without notice to any Securityholder but with the written
consent of the Holders of at least a majority in principal
amount of the Securities then outstanding (including consents
obtained in connection with a tender offer or exchange for the
Securities).  However, without the consent of each
Securityholder affected thereby, an amendment may not:

          (1)  reduce the amount of Securities whose Holders
     must consent to an amendment;

          (2)  reduce the rate of or extend the time for payment
     of interest on any Security;

          (3)  reduce the principal of, or extend the Stated
     Maturity of, any Security;

          (4)  make any Security payable in money other than
     that stated in such Security;


                                 41
<PAGE>

          (5)  reduce the amount payable upon redemption of any
     Security or change the time at which any Security may be
     redeemed in accordance with Article III;

          (6)  modify or affect in any manner adverse to the
     Holders the right of any Holder of the Securities to
     receive payment of principal of and interest on such
     Holder's Securities on or after the due dates therefor or
     to institute suit for the enforcement of any payment on or
     with respect to such Holder's Securities;

          (7)  make any change in Section 6.04 or 6.07 or the
     second sentence of this Section 9.02; or

          (8)  make any change in the ranking or priority of any
     Security that would adversely affect the holders of the
     Securities.

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

          After an amendment under this Section 8.02 becomes
effective, the Company shall mail to Securityholders a notice
briefly describing such amendment.  The failure to give such
notice to all Securityholders, or any defect therein, shall not
impair or affect the validity of an amendment under this
Section 9.02.

          SECTION 9.03.  Compliance with Trust Indenture Act.
Every amendment to this Indenture or the Securities shall comply
with the TIA as then in effect.

          SECTION 9.04.  Revocation and Effect of Consents and
Waivers.  A consent to an amendment or a waiver by a Holder of a
Security shall bind the Holder and every subsequent Holder of
that Security or portion of the Security that evidences the same
debt as the consenting Holder's Security, even if notation of
the consent or waiver is not made on the Security.  However, any
such Holder or subsequent Holder may revoke the consent or
waiver as to such Holder's Security or portion of the Security
if the Trustee receives the notice of revocation before the date
the amendment or waiver becomes effective.  After an amendment
or waiver becomes effective, it shall bind every Holder.  An
amendment or waiver becomes effective upon the execution of such
amendment or waiver by the Trustee and the Company.


                                 42
<PAGE>

          The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled
to give their consent or take any other action described above
or required or permitted to be taken pursuant to this Indenture.
If a record date is fixed, then notwithstanding the immediately
preceding paragraph, those Persons who were Holders at such
record date (or their duly designated proxies), and only those
Persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or
not such Persons continue to be Holders after such record date.

          SECTION 9.05.  Notation on or Exchange of Securities.
If an amendment changes the terms of a Security, the Trustee may
require the Holder of the Security to deliver it to the Trustee.
The Trustee may, but shall not be required to, place an
appropriate notation on the Security regarding the changed terms
and return it to the Holder.  Alternatively, if the Company or
the Trustee so determines, the Company in exchange for the
Security shall issue and the Trustee shall authenticate a new
Security that reflects the changed terms.  Failure to make the
appropriate notation or to issue a new Security shall not affect
the validity of such amendment.

          SECTION 9.06.  Trustee To Sign Amendments.  The
Trustee shall sign any amendment authorized pursuant to this
Article IX if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If it
does, the Trustee may but need not sign it.  In signing such
amendment the Trustee shall be entitled to receive indemnity
reasonably satisfactory to it and to receive, and (subject to
Section 7.01) shall be fully protected in relying upon, an
Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

          SECTION 9.07.  Payment for Consent.  Neither the
Company nor any Affiliate of the Company shall, directly or
indirectly, pay or cause to be paid any consideration, whether
by way of interest, fee or otherwise, to any Holder for or as an
inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Securities unless
such consideration is offered to be paid to all Holders that so
consent, waive or agree to amend in the time frame set forth in
solicitation documents relating to such consent, waiver or
agreement.



                                 43
<PAGE>

                           ARTICLE X

                         Miscellaneous
                         -------------

          SECTION 10.01.  Trust Indenture Act Controls.  If any
provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this
Indenture by the TIA, the provision required by the TIA shall
control.

          SECTION 10.02.  Notices.  Any notice or communication
shall be in writing and delivered in person or mailed by first-
class mail addressed as follows:

          if to the Company:

          Laboratory Corporation of America Holdings
          358 South Main Street
          Burlington, NC 27215
          Attention:  Chief Legal Officer

          if to the Trustee:

          Wachovia Bank, National Association
          401 South Tryon Street, 12th Floor
          Charlotte, NC 28288-1179
          Attention:  Corporate Trust Bond
                      Administration

          The Company or the Trustee by notice to the others may
designate additional or different addresses for subsequent
notices or communications.

          Any notice or communication mailed to a Holder shall
be mailed to the Holder at the Holder's address as it appears on
the registration books of the Registrar and shall be
sufficiently given if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Holder
or any defect in it shall not affect its sufficiency with
respect to other Holders.  If a notice or communication is
mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

          SECTION 10.03.  Communication by Holders with other
Holders.  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture


                                 44
<PAGE>

or the Securities.  The Company, the Trustee, the Registrar and
anyone else shall have the protection of TIA Section 312(c).

          SECTION 10.04.  Certificate and Opinion as to
Conditions Precedent.  Upon any request or application by the
Company to the Trustee to take or refrain from taking any action
under this Indenture, the Company shall furnish to the Trustee

          (1)  an Officers' Certificate in form and substance
     reasonably satisfactory to the Trustee stating that, in the
     opinion of the signers, all conditions precedent, if any,
     provided for in this Indenture relating to the proposed
     action have been complied with; and

          (2)  an Opinion of Counsel in form and substance
     reasonably satisfactory to the Trustee stating that, in the
     opinion of such counsel, all such conditions precedent have
     been complied with.

Notwithstanding the foregoing, it is understood that no Opinion
of Counsel or Officers' Certificate shall be required pursuant
to this Section 10.04 in connection with the issuance of the
Initial Securities on the Issue Date.

          SECTION 10.05.  Statements Required in Certificate or
Opinion.  Each certificate or opinion with respect to compliance
with a covenant or condition provided for in this Indenture
shall include:

          (1)  a statement that the individual making such
     certificate or opinion has read such covenant or condition;

          (2)  a brief statement as to the nature and scope of
     the examination or investigation upon which the statements
     or opinions contained in such certificate or opinion are
     based;

          (3)  a statement that, in the opinion of 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 or not, in the opinion
     of such individual, such covenant or condition has been
     complied with.


                                 45
<PAGE>

          SECTION 10.06.  When Securities Disregarded.  In
determining whether the Holders of the required principal amount
of Securities have concurred in any direction, waiver or
consent, Securities owned by the Company or by any Person,
directly or indirectly, controlling or controlled by or under
direct or indirect common control with the Company shall be
disregarded and deemed not to be outstanding, except that, for
the purpose of determining whether the Trustee shall be
protected in relying on any such direction, waiver or consent,
only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such
determination.

          SECTION 10.07.  Rules by Trustee, Paying Agent and
Registrar.  The Trustee may make reasonable rules for action by
or a meeting of Holders.  The Registrar and the Paying Agent may
make reasonable rules for their functions.

          SECTION 10.08.  Legal Holidays.  A "Legal Holiday" is
a Saturday, a Sunday or a day on which commercial banking
institutions are not required to be open in the State of New
York.  If a payment date is a Legal Holiday, payment shall be
made on the next succeeding day that is not a Legal Holiday, and
no interest shall accrue for the intervening period.  If a
regular record date is a Legal Holiday, the record date shall
not be affected.

          SECTION 10.09.  Governing Law.  This Indenture and the
Securities 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.

          SECTION 10.10.  No Recourse Against Others.  A
director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture or for any claim
based on, in respect of or by reason of such obligations or
their creation.  By accepting a Security, each Holder shall
waive and release all such liability.  The waiver and release
shall be part of the consideration for the issue of the
Securities.

          SECTION 10.11.  Successors.  All agreements of the
Company in this Indenture and the Securities shall bind their


                                 46
<PAGE>

respective successors.  All agreements of the Trustee in this
Indenture shall bind its successors.

          SECTION 10.12.  Multiple Originals.  The parties may
sign any number of copies of this Indenture.  Each signed copy
shall be an original, but all of them together represent the
same agreement.  One signed copy is enough to prove this
Indenture.

          SECTION 10.13.  Table of Contents; Headings.  The
table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered
a part hereof and shall not modify or restrict any of the terms
or provisions hereof.












                                 47
<PAGE>



          IN WITNESS WHEREOF, the parties have caused this
Indenture to be duly executed as of the date first written
above.


                              LABORATORY CORPORATION OF AMERICA
                              HOLDINGS,

                                By:  /s/ Wesley R. Elingburg
                                    ---------------------------
                                    Name:  Wesley R. Elingburg
                                    Title: Executive Vice President
                                           and Chief Financial Officer




                              WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Trustee

                                By:  /s/ Allison Lancaster-Poole
                                    ------------------------------
                                    Name:  Allison Lancaster-Poole
                                    Title: Assistant Vice President


















                                 48
<PAGE>
                                                                   ANNEX A


              [FORM OF SUPPLEMENTAL INDENTURE TO BE
                DELIVERED BY SUBSIDIARY GUARANTORS]


         SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of [   ] among [   ] (the "Subsidiary
Guarantor"), a [  ] corporation and a subsidiary of Laboratory
Corporation of America Holdings, a Delaware corporation (or its
permitted successor) (the "Company"), the Company, [other
Subsidiary Guarantors] and Wachovia Bank, National Association,
as Trustee under the Indenture (the "Trustee").

                      W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated
as of January 31, 2003, providing for the issuance of an
aggregate principal amount of $350,000,000 of 5 1/2% Senior Notes
due February 1, 2013 (the "Securities");

         WHEREAS, in its discretion, the Company may have the
Subsidiary Guarantor to execute and deliver to the Trustee a
Guaranty Agreement pursuant to which the Subsidiary Guarantor
will Guarantee payment of the Securities; and

         WHEREAS, pursuant to Section 9.01(4) of the Indenture,
the Trustee is authorized to execute and deliver this
Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and
for good and valuable consideration, the receipt of which is
hereby acknowledged, the Company, the Subsidiary Guarantor[, the
other Subsidiary Guarantors] and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Holders of
the Securities as follows:

          SECTION 1.  Capitalized Terms.  Capitalized terms used
herein but not defined shall have the meanings assigned to them
in the Indenture.

          SECTION 2.  Guaranties. The Subsidiary Guarantor
hereby unconditionally and irrevocably guarantees[, jointly and
severally with the other Guarantors], to each Holder and to the
Trustee and its successors and assigns (a) the full and punctual
payment of principal of and interest on the Securities when due,

<PAGE>

whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary obligations of the Company
under the Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all
other obligations of the Company under the Indenture and the
Securities (all the foregoing being hereinafter collectively
called the "Obligations").

          The Subsidiary Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from the Subsidiary
Guarantor and that the Subsidiary Guarantor will remain bound
under this Supplemental Indenture notwithstanding any extension
or renewal of any Obligation.

          The Subsidiary Guarantor waives presentation to,
demand of, payment from and protest to the Company of any of the
Obligations and also waives notice of protest for nonpayment.
The Subsidiary Guarantor waives notice of any default under the
Securities or the Obligations.  The obligations of the
Subsidiary Guarantor hereunder shall not be affected by (a) the
failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or
any other Person under the Indenture, this Supplemental
Indenture, the Securities or any other agreement or otherwise;
(b) any extension or renewal of any thereof; (c) any rescission,
waiver, amendment or modification of any of the terms or
provisions of the Indenture, this Supplemental Indenture, the
Securities or any other agreement; (d) the release of any
security held by any Holder or the Trustee for the Obligations
or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the
Obligations; or (f) except as set forth in Section 7 of this
Supplemental Indenture, any change in the ownership of the
Subsidiary Guarantor.

          The Subsidiary Guarantor further agrees that its
guaranty herein constitutes a guarantee of payment, performance
and compliance when due (and not a guarantee of collection) and
waives any right to require that any resort be had by any Holder
or the Trustee to any security held for payment of the
Obligations.

          Except as expressly set forth in Section 8.01(b) of
the Indenture and Sections 3 and 7 of this Supplemental
Indenture, the obligations of the Subsidiary Guarantor hereunder
shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver,


                                 2
<PAGE>

release, surrender, alteration or compromise, and shall not be
subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity,
illegality or unenforceability of the Obligations or otherwise.
Without limiting the generality of the foregoing, the
obligations of the Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of
any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under the Indenture, this Supplemental
Indenture, the Securities or any other agreement, by any waiver
or modification of any thereof, by any default, failure or
delay, wilful or otherwise, in the performance of the
Obligations, or by any other act or thing or omission or delay
to do any other act or thing which may or might in any manner or
to any extent vary the risk of the Subsidiary Guarantor or would
otherwise operate as a discharge of the Subsidiary Guarantor as
a matter of law or equity.

          The Subsidiary Guarantor further agrees that its
guaranty herein shall continue to be effective or be reinstated,
as the case may be, if at any time payment, or any part thereof,
of principal of or interest on any Obligation is rescinded or
must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

          In furtherance of the foregoing and not in limitation
of any other right which any Holder or the Trustee has at law or
in equity against the Subsidiary Guarantor by virtue hereof,
upon the failure of the Company to pay the principal of or
interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or
otherwise, or to perform or comply with any other Obligation,
the Subsidiary Guarantor hereby promises to and shall, upon
receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (1) the unpaid amount of such
Obligations, (2) accrued and unpaid interest on such Obligations
(but only to the extent not prohibited by law) and (3) all other
monetary Obligations of the Company to the Holders and the
Trustee.

          The Subsidiary Guarantor agrees that, as between it,
on the one hand, and the Holders and the Trustee, on the other
hand, (x) the maturity of the Obligations guaranteed hereby may
be accelerated as provided in Article 6 of the Indenture for the
purposes of the Subsidiary Guarantor's guaranty herein,
notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Obligations


                                 3
<PAGE>

guaranteed hereby, and (y) in the event of any declaration of
acceleration of such Obligations as provided in Article 6 of the
Indenture, such Obligations (whether or not due and payable)
shall forthwith become due and payable by the Subsidiary
Guarantor for the purposes of this Supplemental Indenture.

          The Subsidiary Guarantor also agrees to pay any and
all costs and expenses (including reasonable attorneys' fees)
incurred by the Trustee or any Holder in enforcing any rights
under this Section 2.

          SECTION 3.  Limitation on Liability.  Any term or
provision of this Supplemental Indenture to the contrary
notwithstanding, the maximum aggregate amount of the Obligations
guaranteed hereunder by the Subsidiary Guarantor shall not
exceed the maximum amount that can be hereby guaranteed without
rendering this Supplemental Indenture, as it relates to the
Subsidiary Guarantor, voidable under applicable law relating to
fraudulent conveyance, fraudulent transfer or similar laws
affecting the rights of creditors generally.

          SECTION 4.  Successors and Assigns.  This Supplemental
Indenture shall be binding upon the Subsidiary Guarantor and its
successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in
the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that
party in this Supplemental Indenture and in the Securities shall
automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions of this
Supplemental Indenture.

          SECTION 5.  No Waiver.  Neither a failure nor a delay
on the part of either the Trustee or the Holders in exercising
any right, power or privilege under this Supplemental Indenture
shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of
the Trustee and the Holders herein expressly specified are
cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Supplemental Indenture
at law, in equity, by statute or otherwise.

          SECTION 6.  Modification.  No modification, amendment
or waiver of any provision of this Supplemental Indenture, nor
the consent to any departure by the Subsidiary Guarantor
therefrom, shall in any event be effective unless the same shall
be in writing and signed by the Trustee, and then such waiver or

                                 4
<PAGE>

consent shall be effective only in the specific instance and for
the purpose for which given. No notice to or demand on the
Subsidiary Guarantor in any case shall entitle the Subsidiary
Guarantor to any other or further notice or demand in the same,
similar or other circumstances.

          SECTION 7.  Release.  Upon the sale or other
disposition (including by way of consolidation or merger) of the
Subsidiary Guarantor or the sale or disposition of all or
substantially all the assets of the Subsidiary Guarantor (in
each case other than a sale or disposition to the Company or an
affiliate of the Company), the Subsidiary Guarantor shall be
deemed released from all obligations under this Supplemental
Indenture without any further action required on the part of the
Trustee or any Holder. At the request and expense of the
Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.

          Upon the merger or consolidation of the Subsidiary
Guarantor with or into, or the dissolution and liquidation of
the Subsidiary Guarantor into, a Subsidiary Guarantor or another
Person that Guarantees the Securities, the Subsidiary Guarantor
shall be released from all obligations under this Supplemental
Indenture without any further action required on the part of the
Trustee or any Holder. At the request and expense of the
Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.

          SECTION 8.  Governing Law.  This Supplemental
Indenture shall be governed by, and construed 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.

          SECTION 9.  No Recourse Against Others.  A director,
officer, employee or stockholder, as such, of the Subsidiary
Guarantor shall not have any liability for any obligations of
the Company under the Securities or the Indenture or of the
Subsidiary Guarantor under its guaranty, the Indenture or this
Supplemental Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting
a Security, each Holder shall waive and release all such
liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

          SECTION 10.  Multiple Originals.  The parties may sign
any number of copies of this Supplemental Indenture. Each signed
                                 5
<PAGE>

copy shall be an original, but all of them together represent
the same agreement. One signed copy is enough to prove this
Supplemental Indenture.

          SECTION 11.  Headings.  The headings of the Sections
of this Supplemental Indenture have been inserted for
convenience of reference only, are not intended to be considered
a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

          SECTION 12.  Contribution.  The Subsidiary Guarantor
shall be entitled upon payment in full of all guaranteed
Obligations to a contribution from each other Subsidiary
Guarantor in an amount equal to such other Subsidiary
Guarantor's pro rata portion of such payment based on the
respective net assets of all the Subsidiary Guarantors at the
time of such payment determined in accordance with GAAP.











                                 6
<PAGE>


          IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first
written above.


                                                    [SUBSIDIARY GUARANTOR],

                                                    by
                                                      ------------------------
                                                      Name:
                                                      Title:


                                                    LABORATORY CORPORATION OF
                                                    AMERICA HOLDINGS,

                                                    by
                                                       -----------------------
                                                       Name:
                                                       Title:


                                                    [OTHER SUBSIDIARY
                                                    GUARANTORS],

                                                    by
                                                       -----------------------
                                                       Name:
                                                       Title:


                                                    WACHOVIA BANK, NATIONAL
                                                    ASSOCIATION, Trustee

                                                    by
                                                       -----------------------
                                                       Name:
                                                       Title:











                                 7
<PAGE>

                                              RULE 144A/REGULATION S APPENDIX


            PROVISIONS RELATING TO INITIAL SECURITIES,
                    PRIVATE EXCHANGE SECURITIES
                      AND EXCHANGE SECURITIES


     1.  Definitions.

          1.1  Definitions.

          For the purposes of this Appendix the following terms
shall have the meanings indicated below:

          "Depository" means The Depository Trust Company, its
nominees and their respective successors.

          "Exchange Securities" means the (1) 5 1/2% Senior Notes
due February 1, 2013 to be issued pursuant to the Indenture in
connection with the Registered Exchange Offer pursuant to the
Registration Rights Agreement or (2) Additional Securities, if
any, issued pursuant to a registration statement filed with the
SEC under the Securities Act.

          "Initial Purchasers" means (1) with respect to the
Initial Securities issued on the Issue Date, Credit Suisse First
Boston LLC, Banc of America Securities LLC, UBS Warburg LLC,
Wachovia Securities, Inc., SunTrust Capital Markets, Inc. and
U.S. Bancorp Piper Jaffray Inc. and (2) with respect to each
issuance of Additional Securities, the Persons purchasing such
Additional Securities under the related Purchase Agreement.

          "Initial Securities" means (1) $350,000,000 aggregate
principal amount of 5 1/2% Senior Notes due February 1, 2013 issued
on the Issue Date and (2) Additional Securities, if any, issued
in a transaction exempt from the registration requirements of
the Securities Act.

          "Private Exchange" means the offer by the Company,
pursuant to the Registration Rights Agreement, to the Initial
Purchasers to issue and deliver to each Initial Purchaser, in
exchange for the Initial Securities held by the Initial
Purchaser as part of its initial distribution, a like aggregate
principal amount of Private Exchange Securities.


<PAGE>
                                                                          2

          "Private Exchange Securities" means any 5 1/2% Senior
Notes due February 1, 2013 issued in connection with a Private
Exchange.

          "Purchase Agreement" means (1) with respect to the
Initial Securities issued on the Issue Date, the Purchase
Agreement dated January 28, 2003, among the Company and the
Initial Purchasers, and (2) with respect to each issuance of
Additional Securities, the purchase agreement or underwriting
agreement among the Company and the Persons purchasing such
Additional Securities.

          "QIB" means a "qualified institutional buyer" as
defined in Rule 144A.

          "Registered Exchange Offer" means the offer by the
Company, pursuant to the Registration Rights Agreement, to
certain Holders of Initial Securities, to issue and deliver to
such Holders, in exchange for the Initial Securities, a like
aggregate principal amount of Exchange Securities registered
under the Securities Act.

          "Registration Rights Agreement" means (1) with respect
to the Initial Securities issued on the Issue Date, the
Registration Rights Agreement dated January 28, 2003, among the
Company and the Initial Purchasers, and (2) with respect to each
issuance of Additional Securities issued in a transaction exempt
from the registration requirements of the Securities Act, the
registration rights agreement, if any, among the Company and the
Persons purchasing such Additional Securities under the related
Purchase Agreement.

          "Securities Act" means the Securities Act of 1933.

          "Securities Custodian" means the custodian with
respect to a Global Security (as appointed by the Depository),
or any successor Person thereto and shall initially be the
Trustee.

          "Shelf Registration Statement" means a registration
statement filed by the Company with the SEC in connection with
the resale of Initial Securities or Private Exchange Securities
pursuant to the Registration Rights Agreement.

          "Transfer Restricted Securities" means Securities that
bear or are required to bear the legend set forth in
Section 2.3(b) hereto.

<PAGE>
                                                                          3

          1.2  Other Definitions

Term                                                    Defined in Section
                                                        ------------------

"Agent Members".........................................      2.1(b)
"Global Security".......................................      2.1(a)
"Regulation S"..........................................      2.1(a)
"Restricted Global Security"............................      2.1(a)
"Rule 144A".............................................      2.1(a)

     2.  The Securities.

          2.1  (a)  Form and Dating.  Initial Securities offered
and sold to a QIB in reliance on Rule 144A under the Securities
Act ("Rule 144A") or in reliance on Regulation S under the
Securities Act ("Regulation S"), in each case as provided in the
Purchase Agreement, and Private Exchange Securities, as provided
in the Registration Rights Agreement, shall be issued initially
in the form of one or more permanent global Securities in
definitive, fully registered form without interest coupons with
the global securities legend and restricted securities legend
set forth in Exhibit 1 hereto (each, a "Restricted Global
Security"), which shall be deposited on behalf of the purchasers
of the Initial Securities represented thereby with the Trustee,
at its designated corporate trust office, as custodian for the
Depository (or with such other custodian as the Depository may
direct), and registered in the name of the Depository or a
nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.  The
aggregate principal amount of the Global Securities may from
time to time be increased or decreased by adjustments made on
the records of the Trustee and the Depository or its nominee as
hereinafter provided.  Exchange Securities shall be issued in
global form (with the global securities legend set forth in
Exhibit 1 hereto).  Exchange Securities issued in global form
and Restricted Global Securities are sometimes referred to in
this Appendix as "Global Securities."

          (b)  Book-Entry Provisions.  This Section 2.1(b) shall
apply only to a Global Security deposited with or on behalf of
the Depository.

          The Company shall execute and the Trustee shall, in
accordance with this Section 2.1(b), authenticate and deliver
initially one or more Global Securities that (a) shall be
registered in the name of the Depository for such Global
Security or Global Securities or the nominee of such Depository

<PAGE>
                                                                          4

and (b) shall be delivered by the Trustee to such Depository or
pursuant to such Depository's instructions or held by the
Trustee as custodian for the Depository.

          Members of, or participants in, the Depository ("Agent
Members") shall have no rights under this Indenture with respect
to any Global Security held on their behalf by the Depository or
by the Trustee as the custodian of the Depository or under such
Global Security, and the Company, the Trustee and any agent of
the Company or the Trustee shall be entitled to treat the
Depository as the absolute owner of such Global Security for all
purposes whatsoever.  Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of
the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the
Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices of such Depository
governing the exercise of the rights of a holder of a beneficial
interest in any Global Security.

          (c)  Certificated Securities.  Except as provided in
this Section 2.1 or Section 2.3 or 2.4, owners of beneficial
interests in Restricted Global Securities shall not be entitled
to receive physical delivery of certificated Securities.

          2.2  Authentication.  The Trustee shall authenticate
and deliver:  (1) on the Issue Date, an aggregate principal
amount of $350,000,000 5 1/2% Senior Notes due February 1, 2013,
(2) any Additional Securities for an original issue in an
aggregate principal amount specified in the written order of the
Company pursuant to Section 2.02 of the Indenture and
(3) Exchange Securities or Private Exchange Securities for issue
only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a
like principal amount of Initial Securities, in each case upon a
written order of the Company signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant
Secretary of the Company.  Such order shall specify the amount
of the Securities to be authenticated and the date on which the
original issue of Securities is to be authenticated.

     2.3  Transfer and Exchange.

          (a)  Transfer and Exchange of Global Securities.

          (1)   The transfer and exchange of Global Securities
     or beneficial interests therein shall be effected through
     the Depository, in accordance with this Indenture

<PAGE>
                                                                          5

     (including applicable restrictions on transfer set forth
     herein, if any) and the procedures of the Depository
     therefor.  A transferor of a beneficial interest in a
     Global Security shall deliver to the Registrar a written
     order given in accordance with the Depositary's procedures
     containing information regarding the participant account of
     the Depositary to be credited with a beneficial interest in
     the Global Security.  The Registrar shall, in accordance
     with such instructions instruct the Depositary to credit to
     the account of the Person specified in such instructions a
     beneficial interest in the Global Security and to debit the
     account of the Person making the transfer the beneficial
     interest in the Global Security being transferred.

          (2)   Notwithstanding any other provisions of this
     Appendix (other than the provisions set forth in
     Section 2.4), a Global Security may not be transferred as a
     whole except by the Depository to a nominee of the
     Depository or by a nominee of the Depository to the
     Depository or another nominee of the Depository or by the
     Depository or any such nominee to a successor Depository or
     a nominee of such successor Depository.

          (3)   In the event that a Restricted Global Security
     is exchanged for Securities in certificated registered form
     pursuant to Section 2.4 of this Appendix, prior to the
     consummation of a Registered Exchange Offer or the
     effectiveness of a Shelf Registration Statement with
     respect to such Securities, such Securities may be
     exchanged only in accordance with such procedures as are
     substantially consistent with the provisions of this
     Section 2.3 (including the certification requirements set
     forth on the Assignment Form attached to the Initial
     Securities and Private Exchange Securities intended to
     ensure that such transfers comply with Rule 144A or
     Regulation S, as the case may be) and such other procedures
     as may from time to time be adopted by the Company.

          (b)  Legend.

          (1)  Except as permitted by the following para-
     graphs (2), (3) and (4), each Security certificate
     evidencing the Restricted Global Securities (and all
     Securities issued in exchange therefor or in substitution
     thereof) shall bear a legend in substantially the following
     form:

<PAGE>
                                                                          6


          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
     ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
     SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
     SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
     IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
     EXEMPTION THEREFROM.  EACH PURCHASER OF THIS SECURITY IS
     HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
     RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
     OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
     THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD,
     PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY
     OR ITS AFFILIATES, (II) IN THE UNITED STATES TO A PERSON
     WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
     INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS
     OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN
     OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
     SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM
     REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
     THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
     CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
     ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL,
     AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
     PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
     REFERRED TO IN (A) ABOVE.

          (2)   Upon any sale or transfer of a Transfer
     Restricted Security (including any Transfer Restricted
     Security represented by a Restricted Global Security)
     pursuant to Rule 144 under the Securities Act, the
     Registrar shall permit the transferee thereof to exchange
     such Transfer Restricted Security for a certificated
     Security that does not bear the legend set forth above and
     rescind any restriction on the transfer of such Transfer
     Restricted Security, if the transferor thereof certifies in
     writing to the Registrar that such sale or transfer was
     made in reliance on Rule 144 (such certification to be in
     the form set forth on the reverse of the Security).

          (3)   After a transfer of any Initial Securities or
     Private Exchange Securities pursuant to and during the
     period of the effectiveness of a Shelf Registration
     Statement with respect to such Initial Securities or
     Private Exchange Securities, as the case may be, all
     requirements pertaining to legends on such Initial Security


<PAGE>
                                                                          7

     or such Private Exchange Security will cease to apply, the
     requirements requiring any such Initial Security or such
     Private Exchange Security issued to certain Holders be
     issued in global form will cease to apply, and a
     certificated Initial Security or Private Exchange Security
     or an Initial Security or Private Exchange Security in
     global form, in each case without restrictive transfer
     legends, will be available to the transferee of the Holder
     of such Initial Securities or Private Exchange Securities
     upon exchange of such transferring Holder's certificated
     Initial Security or Private Exchange Security or directions
     to transfer such Holder's interest in the Global Security,
     as applicable.

          (4)   Upon the consummation of a Registered Exchange
     Offer with respect to the Initial Securities, all
     requirements pertaining to such Initial Securities that
     Initial Securities issued to certain Holders be issued in
     global form will still apply with respect to Holders of
     such Initial Securities that do not exchange their Initial
     Securities, and Exchange Securities in global form will be
     available to Holders that exchange such Initial Securities
     in such Registered Exchange Offer.

          (5)   Upon the consummation of a Private Exchange with
     respect to the Initial Securities, all requirements
     pertaining to such Initial Securities that Initial
     Securities issued to certain Holders be issued in global
     form will still apply with respect to Holders of such
     Initial Securities that do not exchange their Initial
     Securities, and Private Exchange Securities in global form
     with the global securities legend and the Restricted
     Securities Legend set forth in Exhibit 1 hereto will be
     available to Holders that exchange such Initial Securities
     in such Private Exchange.

          (c)  Cancelation or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have
either been exchanged for certificated Securities, redeemed,
purchased or canceled, such Global Security shall be returned to
the Depository for cancellation or retained and canceled by the
Trustee.  At any time prior to such cancellation, if any
beneficial interest in a Global Security is exchanged for
certificated Securities, redeemed, purchased or canceled, the
principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the
books and records of the Trustee (if it is then the Securities
Custodian for such Global Security) with respect to such Global


<PAGE>
                                                                          8

Security, by the Trustee or the Securities Custodian, to reflect
such reduction.

          (d)  Obligations with Respect to Transfers and
Exchanges of Securities.

          (1)   To permit registrations of transfers and
     exchanges, the Company shall execute and the Trustee shall
     authenticate certificated Securities and Global Securities
     at the Registrar's or co-registrar's request.

          (2)   No service charge shall be made for any
     registration of transfer or exchange, but the Company may
     require payment of a sum sufficient to cover any transfer
     tax, assessments, or similar governmental charge payable in
     connection therewith (other than any such transfer taxes,
     assessments or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.06 and 8.05 of
     the Indenture).

          (3)   The Registrar or co-registrar shall not be
     required to register the transfer of or exchange of any
     Security for a period beginning 15 Business Days before the
     mailing of a notice of an offer to repurchase or redeem
     Securities or 15 Business Days before an interest payment
     date.

          (4)   Prior to the due presentation for registration
     of transfer of any Security, the Company, the Trustee, the
     Paying Agent, the Registrar or any co-registrar may deem
     and treat the Person in whose name a Security is registered
     as the absolute owner of such Security for the purpose of
     receiving payment of principal of and interest on such
     Security and for all other purposes whatsoever, whether or
     not such Security is overdue, and none of the Company, the
     Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.

          (5)   All Securities issued upon any transfer or
     exchange pursuant to the terms of this Indenture shall
     evidence the same debt and shall be entitled to the same
     benefits under this Indenture as the Securities surrendered
     upon such transfer or exchange.

          (e)  No Obligation of the Trustee.  The Trustee shall
have no responsibility or obligation to any beneficial owner of
a Global Security, a member of, or a participant in the
Depository or other Person with respect to the accuracy of the


<PAGE>
                                                                          9

records of the Depository or its nominee or of any participant
or member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant,
member, beneficial owner or other Person (other than the
Depository) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such
Securities.  All notices and communications to be given to the
Holders and all payments to be made to Holders under the
Securities shall be given or made only to or upon the order of
the registered Holders (which shall be the Depository or its
nominee in the case of a Global Security).  The rights of
beneficial owners in any Global Security shall be exercised only
through the Depository subject to the applicable rules and pro-
cedures of the Depository.  The Trustee may rely and shall be
fully protected in relying upon information furnished by the
Depository with respect to its members, participants and any
beneficial owners.

     2.4  Certificated Securities.

          (a)  A Global Security deposited with the Depository
or with the Trustee as custodian for the Depository pursuant to
Section 2.1 shall be transferred to the beneficial owners
thereof in the form of certificated Securities in an aggregate
principal amount equal to the principal amount of such Global
Security, in exchange for such Global Security, only if such
transfer complies with Section 2.3 and (i) the Depository
notifies the Company that it is unwilling or unable to continue
as Depository for such Global Security or if at any time such
Depository ceases to be a "clearing agency" registered under the
Exchange Act and a successor depositary is not appointed by the
Company within 90 days of such notice, or (ii) an Event of
Default has occurred and is continuing or (iii) the Company, in
its sole discretion, notifies the Trustee in writing that it
elects to cause the issuance of certificated Securities under
this Indenture.

          (b)  Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section shall be
surrendered by the Depository to the Trustee located at its
designated corporate trust office in the Borough of Manhattan,
The City of New York, to be so transferred, in whole or from
time to time in part, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of
such Global Security, an equal aggregate principal amount of
certificated Securities of authorized denominations.  Any
portion of a Global Security transferred pursuant to this
Section shall be executed, authenticated and delivered only in


<PAGE>
                                                                         10

denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository
shall direct.  Any certificated Security delivered in exchange
for an interest in the Restricted Global Security shall, except
as otherwise provided by Section 2.3(b), bear the restricted
securities legend set forth in Exhibit 1 hereto.

          (c)  Subject to the provisions of Section 2.4(b), the
registered Holder of a Global Security shall be entitled to
grant proxies and otherwise authorize any Person, including
Agent Members and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take
under this Indenture or the Securities.

          (d)  In the event of the occurrence of either of the
events specified in Section 2.4(a), the Company shall promptly
make available to the Trustee a reasonable supply of
certificated Securities in definitive, fully registered form
without interest coupons.














<PAGE>

                                                                    EXHIBIT 1
                                                                           TO
                                              RULE 144A/REGULATION S APPENDIX

                     [FORM OF FACE OF INITIAL SECURITY]

                          [Global Securities Legend]


          UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC)
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


                      [Restricted Securities Legend]

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED OF IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM.  EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED
THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED
BY RULE 144A THEREUNDER.

          THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
THE COMPANY THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY OR ITS
AFFILIATES, (II) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A

<PAGE>
                                                                         12

TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE
THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.










<PAGE>

                                                        CUSIP No. 50540R AE 2
                                                        ISIN No. US50540RAE27
No. R-______________                                    $ ________________

                   5 1/2% Senior Note due February 1, 2013

          Laboratory Corporation of America Holdings, a Delaware
corporation, promises to pay to CEDE & CO., or registered
assigns, the principal sum of [       ] Dollars on February 1,
2013.

          Interest Payment Dates: February 1 and August 1,
commencing [        ].

          Record Dates: January 15 and July 15.

          Additional provisions of this Security are set forth
on the other side of this Security.

Dated:


                                     LABORATORY CORPORATION OF AMERICA
                                     HOLDINGS


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


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








<PAGE>
                                                                         14


TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

Wachovia Bank, National Association
     as Trustee, certifies
          that this is one of
          the Securities referred
          to in the Indenture.

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





















<PAGE>
                                                                         15

                 [FORM OF REVERSE SIDE OF INITIAL SECURITY]

                    5 1/2% Senior Note due February 1, 2013


1.  Interest

          Laboratory Corporation of America Holdings, a Delaware
corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will
accrue on this Security at a rate of 0.50% per annum (increasing
by an additional 0.50% per annum after each consecutive 90-day
period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of
2.00%) from and including the date on which any such
Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured.  The Company
will pay interest semiannually on February 1 and August 1 of
each year, commencing August 1, 2003.  Interest on the
Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
January 31, 2003.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  The Company will pay
interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it will pay interest on
overdue installments of interest at the same rate to the extent
lawful.

2.  Method of Payment

          The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered
holders of Securities at the close of business on the January 15
or July 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before
the interest payment date.  Holders must surrender Securities to
a Paying Agent to collect principal payments.  The Company will
pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and
private debts.  Payments in respect of the Securities
represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository

<PAGE>
                                                                         16

Trust Company.  The Company will make all payments in respect of
a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately pre-
ceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

          Initially, Wachovia Bank, National Association,
a national banking association (the "Trustee"), will act as
Paying Agent and Registrar.  The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice.  The
Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

          The Company issued the Securities under an Indenture
dated as of January 31, 2003 ("Indenture"), between the Company
and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C.
'' 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act").  Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture.  The
Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are general unsecured obligations of
the Company.  The Company shall be entitled to issue Additional
Securities pursuant to Section 2.13 of the Indenture.  The
Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a
single class for all purposes under the Indenture.  The
Indenture contains covenants that limit the ability of the
Company and its Restricted Subsidiaries to create liens on
assets and engage in Sale and Leaseback Transactions.  The
Indenture also contains a covenant that limits the ability of
the Company's Subsidiaries from incurring indebtedness or

<PAGE>
                                                                         17

issuing preferred stock.  These covenants are subject to
important exceptions and qualifications.

5.  Optional Redemption

          The Securities are subject to redemption, in whole or
in part, at the option of the Company, at any time at a
redemption price equal to the greater of (1) 100% of the
principal amount of the Securities being redeemed plus accrued
and unpaid interest to the redemption date or (2) the Make-Whole
Amount for the Securities being redeemed.

          "Make Whole Amount" means the sum, as determined by a
Quotation Agent, of the present values of the principal amount
of the Securities to be redeemed, together with scheduled
payments of interest (exclusive of interest to the redemption
date) from the redemption date to the maturity date of the
Securities being redeemed, in each case discounted to the
redemption date on a semi-annual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Adjusted Treasury
Rate, plus accrued and unpaid interest on the principal amount
of the Securities being redeemed to the redemption date.

          "Adjusted Treasury Rate" means, with respect to any
redemption date, (i) the yield, under the heading which
represents the average for the immediately preceding week,
appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity
under the caption  "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining
term of the Securities of the series being redeemed, yields for
the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month)
or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does
not contain such yields, the rate per year equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date, in
each case calculated on the third Business Day preceding the
redemption date, plus 0.25%.

<PAGE>
                                                                         18

          "Comparable Treasury Issue" means the United States
Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term from the redemption
date to the maturity date of the Securities being redeemed that
would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the
remaining term of the Securities.

          "Comparable Treasury Price" means, with respect to any
redemption date, if clause (ii) of the Adjusted Treasury Rate is
applicable, the average of three, or such lesser number as is
obtained by the Trustee, Reference Treasury Dealer Quotations
for such redemption date.

          "Quotation Agent" means the Reference Treasury Dealer
selected by the Company.

          "Reference Treasury Dealer" means Credit Suisse First
Boston Corporation and its successors and assigns, and two other
nationally recognized investment banking firms selected by the
Company that are primary U.S. Government securities dealers.

          "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue, expressed in
each case as a percentage of its principal amount, quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third Business Day preceding
such redemption date.

6.  Notice of Redemption

          Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address.
Securities in denominations larger than $1,000 principal amount
may be redeemed in part but only in whole multiples of $1,000.
If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on
such Securities (or such portions thereof) called for
redemption.

<PAGE>
                                                                         19

7.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons
in denominations of $1,000 principal amount and whole multiples
of $1,000.  A Holder may transfer or exchange Securities in
accordance with the Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements
or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not
register the transfer of or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in
part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment
date.

8.  Persons Deemed Owners

          The registered Holder of this Security may be treated
as the owner of it for all purposes.

9.  Unclaimed Money

          If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent
shall pay the money back to the Company at its request unless an
abandoned property law designates another Person.  After any
such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

10.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time
shall be entitled to terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.  Amendment, Waiver

          Subject to certain exceptions set forth in the
Indenture, (i) the Indenture and the Securities may be amended
with the written consent of the Holders of at least a majority
in principal amount outstanding of the Securities and (ii) any
default or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal

<PAGE>
                                                                         20

amount outstanding of the Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company and the Trustee shall be
entitled to amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with
Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities
or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company or to
comply with any request of the SEC in connection with qualifying
the Indenture under the Act or to make any change that does not
adversely affect the rights of any Securityholder.

12.  Defaults and Remedies

          Under the Indenture, Events of Default include
(i) default for 30 days in payment of interest on the
Securities; (ii) default in payment of principal on the
Securities, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise; (iii) failure by the
Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of
time; (iv) certain accelerations of other Indebtedness of the
Company if the amount accelerated (or so unpaid) exceeds
$50.0 million; (v) failure by the Company or any Subsidiary to
pay at maturity at least $50.0 million of other Indebtedness;
and (vi) certain events of bankruptcy or insolvency with respect
to the Company and its Subsidiaries.

          Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture.  The Trustee may
refuse to enforce the Indenture or the Securities unless it
receives indemnity or security satisfactory to it.  Subject to
certain limitations, Holders of a majority in principal amount
of the Securities may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice
is in the interest of the Holders.

13.  Trustee Dealings with the Company

          Subject to certain limitations imposed by the Act,
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may
otherwise deal with and collect obligations owed to it by the

<PAGE>
                                                                         21

Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if
it were not Trustee.

14.  No Recourse Against Others

          A director, officer, employee or stockholder, as such,
of the Company or the Trustee shall not have any liability for
any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation.  By accepting a Security,
each Securityholder waives and releases all such liability.  The
waiver and release are part of the consideration for the issue
of the Securities.

15.  Authentication

          This Security shall not be valid until an authorized
signatory of the Trustee (or an Authenticating Agent) manually
signs the certificate of authentication on the other side of
this Security.

16.  Abbreviations

          Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in
common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors Act).

17.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities
and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders.  No
representation is made as to the accuracy of such numbers either
as printed on the Securities or as contained in any notice of
redemption and reliance may be placed only on the other
identification numbers placed thereon.

18.  Holders' Compliance with Registration Rights Agreement

          Each Holder of a Security, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration

<PAGE>
                                                                         22

Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of the Company
to the extent provided therein.

19.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED 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.

          The Company will furnish to any Securityholder upon
written request and without charge to the Security holder a copy
of the Indenture which has in it the text of this Security in
larger type.  Requests may be made to:

          Laboratory Corporation of America Holdings
          358 South Main Street
          Burlington, NC 27215

          Attention:  Chief Legal Officer










<PAGE>
                                                                         23


     _________________________________________________________

                     ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to


     (Print or type assignee's name, address and zip code)

     (Insert assignee's soc. sec. or tax I.D. No.)



and irrevocably appoint                           agent to
transfer this Security on the books of the Company.  The agent
may substitute another to act for him.


___________________________________________________________

Date: ________________ Your Signature: ____________________

___________________________________________________________
Sign exactly as your name appears on the other side of this
Security.

In connection with any transfer of any of the Securities
evidenced by this certificate occurring prior to the expiration
of the period referred to in Rule 144(k) under the
Securities Act of 1933 after the later of the date of original
issuance of such Securities and the last date, if any, on which
such Securities were owned by the Company or any Affiliate of
the Company, the undersigned confirms that such Securities are
being transferred in accordance with its terms:

CHECK ONE BOX BELOW

     (1)    [ ]    to the Company; or

     (2)    [ ]    pursuant to an effective registration statement
                   under the Securities Act of 1933; or

     (3)    [ ]    inside the United States to a "qualified
                   institutional buyer" (as defined in Rule 144A
                   under the Securities Act of 1933) that purchases

<PAGE>
                                                                         24

                   for its own account or for the account of a
                   qualified institutional buyer to whom notice is
                   given that such transfer is being made in
                   reliance on Rule 144A, in each case pursuant to
                   and in compliance with Rule 144A under the
                   Securities Act of 1933; or

     (4)    [ ]    outside the United States in an offshore
                   transaction within the meaning of Regulation S
                   under the Securities Act in compliance with
                   Rule 904 under the Securities Act of 1933; or

     (5)    [ ]    pursuant to the exemption from registration
                   provided by Rule 144 under the Securities Act of
                   1933.

     Unless one of the boxes is checked, the Trustee will refuse
     to register any of the Securities evidenced by this
     certificate in the name of any person other than the
     registered holder thereof; provided, however, that if box
     (4) or (5) is checked, the Trustee shall be entitled to
     require, prior to registering any such transfer of the
     Securities, such legal opinions, certifications and other
     information as the Company has reasonably requested to
     confirm that such transfer is being made pursuant to an
     exemption from, or in a transaction not subject to, the
     registration requirements of the Securities Act of 1933,
     such as the exemption provided by Rule 144 under such Act.




                                        ________________________
                                               Signature


Signature Guarantee:

______________________________________________________
Signature must be guaranteed                Signature

     Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which
requirements include membership or participation in the Security
Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the

<PAGE>
                                                                         25

Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
___________________________________________________________












<PAGE>
                                                                         26


          TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED
          ----------------------------------------------------

          The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with
respect to which it exercises sole investment discretion and
that it and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act
of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has
requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in
order to claim the exemption from registration provided by
Rule 144A.


Dated: ___________________     ____________________________________
                               NOTICE:  To be executed by
                                        an executive officer







<PAGE>
                                                                         27


                  [TO BE ATTACHED TO GLOBAL SECURITIES]

         SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


          The following increases or decreases in this Global
Security have been made:

<TABLE>
<CAPTION>

Date of     Amount of decrease    Amount of increase     Principal amount     Signature of
Exchange    in Principal          in Principal amount    of this Global       authorized officer
            amount of this        of this Global         Security following   of Trustee or
            Global Security       Security               such decrease or     Securities
                                                         Increase             Custodian
<S>         <C>                   <C>                    <C>                  <C>

</TABLE>





<PAGE>

                                                                 EXHIBIT A

                      FORM OF FACE OF EXCHANGE SECURITY
                      OR PRIVATE EXCHANGE SECURITY*/**


                                                     CUSIP No. 50540R AD 4
                                                     ISIN No. US50540RAD44
No. ___________________                              $ ________________

                   5 1/2% Senior Note due February 1, 2013


          Laboratory Corporation of America Holdings, a Delaware
corporation, promises to pay to CEDE & CO., or registered
assigns, the principal sum of [        ] Dollars on February
1, 2013.

          Interest Payment Dates: February 1 and August 1,
commencing [          ].

          Record Dates: January 15 and July 15.

          Additional provisions of this Security are set forth
on the other side of this Security.

Dated:


                                       LABORATORY CORPORATION OF AMERICA
                                       HOLDINGS

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


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





________________________________
* [If the Security is to be issued in global form add the Global Securities
Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1
captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY".]
** [If the Security is a Private Exchange Security issued in a Private
Exchange to an Initial Purchaser holding an unsold portion of its initial
allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A
and replace the Assignment Form included in this Exhibit A with the
Assignment Form included in such Exhibit 1.]

<PAGE>
                                                                          2



TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

Wachovia Bank, National Association
     as Trustee, certifies
          that this is one of
          the Securities referred
          to in the Indenture.



     By: ____________________________
            Authorized Signatory









<PAGE>
                                                                          3


      [FORM OF REVERSE SIDE OF EXCHANGE OR PRIVATE EXCHANGE SECURITY]

                 5 1/2% Senior Note due February 1, 2013

1.  Interest

          Laboratory Corporation of America Holdings, a Delaware
corporation (such corporation, and its successors and assigns
under the Indenture hereinafter referred to, being herein called
the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above; [provided,
however, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs, additional interest will
accrue on this Security at a rate of 0.50% per annum (increasing
by an additional 0.50% per annum after each consecutive 90-day
period that occurs after the date on which such Registration
Default occurs up to a maximum additional interest rate of
2.00%) from and including the date on which any such
Registration Default shall occur to but excluding the date on
which all Registration Defaults have been cured.](1)  The Company
will pay interest semiannually on February 1 and August 1 of
each year, commencing August 1, 2003.  Interest on the
Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
January 31, 2003.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  The Company will pay
interest on overdue principal at the rate borne by the
Securities plus 1% per annum, and it will pay interest on
overdue installments of interest at the same rate to the extent
lawful.

2.  Method of Payment

          The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered
holders of Securities at the close of business on the January 15
or July 15 next preceding the interest payment date even if
Securities are canceled after the record date and on or before
the interest payment date.  Holders must surrender Securities to
a Paying Agent to collect principal payments.  The Company will
pay principal and interest in money of the United States that at
the time of payment is legal tender for payment of public and
_______________________
(1) Insert if at the date of issuance of the Exchange Security or Private
Exchange Security, as the case may be, any Registration Default has occurred
with respect to the related Initial Securities during the interest period in
which such date of issuance occurs.


<PAGE>
                                                                          4

private debts.  Payments in respect of the Securities
represented by a Global Security (including principal, premium
and interest) will be made by wire transfer of immediately
available funds to the accounts specified by The Depository
Trust Company.  The Company will make all payments in respect of
a certificated Security (including principal, premium and
interest) by mailing a check to the registered address of each
Holder thereof; provided, however, that payments on a
certificated Security will be made by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United
States if such Holder elects payment by wire transfer by giving
written notice to the Trustee or the Paying Agent to such effect
designating such account no later than 30 days immediately pre-
ceding the relevant due date for payment (or such other date as
the Trustee may accept in its discretion).

3.  Paying Agent and Registrar

          Initially, Wachovia Bank, National Association,
a national banking association (the "Trustee"), will act as
Paying Agent and Registrar.  The Company may appoint and change
any Paying Agent, Registrar or co-registrar without notice.  The
Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.  Indenture

          The Company issued the Securities under an Indenture
dated as of January 31, 2003 ("Indenture"), between the Company
and the Trustee.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S.C.
'' 77aaa-77bbbb) as in effect on the date of the Indenture (the
"Act").  Terms defined in the Indenture and not defined herein
have the meanings ascribed thereto in the Indenture.  The
Securities are subject to all such terms, and Securityholders
are referred to the Indenture and the Act for a statement of
those terms.

          The Securities are general unsecured obligations of
the Company.  The Company shall be entitled to issue Additional
Securities pursuant to Section 2.13 of the Indenture.  The
Initial Securities issued on the Issue Date, any Additional
Securities and all Exchange Securities or Private Exchange
Securities issued in exchange therefor will be treated as a
single class for all purposes under the Indenture.  The
Indenture contains covenants that limit the ability of the
Company and its Restricted Subsidiaries to create liens on
assets and engage in Sale and Leaseback Transactions.  The


<PAGE>
                                                                          5

Indenture also contains a covenant that limits the ability of
the Company's Subsidiaries from incurring indebtedness or
issuing preferred stock.  These covenants are subject to
important exceptions and qualifications.

5.  Optional Redemption

          The Securities are subject to redemption, in whole or
in part, at the option of the Company, at any time at a
redemption price equal to the greater of (1) 100% of the
principal amount of the Securities being redeemed plus accrued
and unpaid interest to the redemption date or (2) the Make-Whole
Amount for the Securities being redeemed.

          "Make Whole Amount" means the sum, as determined by a
Quotation Agent, of the present values of the principal amount
of the Securities to be redeemed, together with scheduled
payments of interest (exclusive of interest to the redemption
date) from the redemption date to the maturity date of the
Securities being redeemed, in each case discounted to the
redemption date on a semi-annual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Adjusted Treasury
Rate, plus accrued and unpaid interest on the principal amount
of the Securities being redeemed to the redemption date.

          "Adjusted Treasury Rate" means, with respect to any
redemption date, (i) the yield, under the heading which
represents the average for the immediately preceding week,
appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is
published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded
United States Treasury securities adjusted to constant maturity
under the caption  "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no
maturity is within three months before or after the remaining
term of the Securities of the series being redeemed, yields for
the two published maturities most closely corresponding to the
Comparable Treasury Issue shall be determined and the Adjusted
Treasury Rate shall be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month)
or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does
not contain such yields, the rate per year equal to the semi-
annual equivalent yield to maturity of the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date, in


<PAGE>
                                                                          6

each case calculated on the third Business Day preceding the
redemption date, plus 0.25%.

          "Comparable Treasury Issue" means the United States
Treasury security selected by the Quotation Agent as having a
maturity comparable to the remaining term from the redemption
date to the maturity date of the Securities being redeemed that
would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the
remaining term of the Securities.

          "Comparable Treasury Price" means, with respect to any
redemption date, if clause (ii) of the Adjusted Treasury Rate is
applicable, the average of three, or such lesser number as is
obtained by the Trustee, Reference Treasury Dealer Quotations
for such redemption date.

          "Quotation Agent" means the Reference Treasury Dealer
selected by the Company.

          "Reference Treasury Dealer" means Credit Suisse First
Boston Corporation and its successors and assigns, and two other
nationally recognized investment banking firms selected by the
Company that are primary U.S. Government securities dealers.

          "Reference Treasury Dealer Quotations" means, with
respect to each Reference Treasury Dealer and any redemption
date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue, expressed in
each case as a percentage of its principal amount, quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third Business Day preceding
such redemption date.

6.  Notice of Redemption

          Notice of redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each
Holder of Securities to be redeemed at his registered address.
Securities in denominations larger than $1,000 principal amount
may be redeemed in part but only in whole multiples of $1,000.
If money sufficient to pay the redemption price of and accrued
interest on all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or
before the redemption date and certain other conditions are
satisfied, on and after such date interest ceases to accrue on


<PAGE>
                                                                          7

such Securities (or such portions thereof) called for
redemption.

7.  Denominations; Transfer; Exchange

          The Securities are in registered form without coupons
in denominations of $1,000 principal amount and whole multiples
of $1,000.  A Holder may transfer or exchange Securities in
accordance with the Indenture.  The Registrar may require a
Holder, among other things, to furnish appropriate endorsements
or transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not
register the transfer of or exchange any Securities selected for
redemption (except, in the case of a Security to be redeemed in
part, the portion of the Security not to be redeemed) or any
Securities for a period of 15 days before a selection of
Securities to be redeemed or 15 days before an interest payment
date.

8.  Persons Deemed Owners

          The registered Holder of this Security may be treated
as the owner of it for all purposes.

9.  Unclaimed Money

          If money for the payment of principal or interest
remains unclaimed for two years, the Trustee or Paying Agent
shall pay the money back to the Company at its request unless an
abandoned property law designates another Person.  After any
such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment.

10.  Discharge and Defeasance

          Subject to certain conditions, the Company at any time
shall be entitled to terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations for the
payment of principal and interest on the Securities to
redemption or maturity, as the case may be.

11.  Amendment, Waiver

          Subject to certain exceptions set forth in the
Indenture, (i) the Indenture and the Securities may be amended
with the written consent of the Holders of at least a majority
in principal amount outstanding of the Securities and (ii) any


<PAGE>
                                                                          8

default or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal
amount outstanding of the Securities.  Subject to certain
exceptions set forth in the Indenture, without the consent of
any Securityholder, the Company and the Trustee shall be
entitled to amend the Indenture or the Securities to cure any
ambiguity, omission, defect or inconsistency, or to comply with
Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated
Securities, or to add guarantees with respect to the Securities
or to secure the Securities, or to add additional covenants or
surrender rights and powers conferred on the Company or to
comply with any request of the SEC in connection with qualifying
the Indenture under the Act or to make any change that does not
adversely affect the rights of any Securityholder.

12.  Defaults and Remedies

          Under the Indenture, Events of Default include
(i) default for 30 days in payment of interest on the
Securities; (ii) default in payment of principal on the
Securities, upon redemption pursuant to paragraph 5 of the
Securities, upon acceleration or otherwise; (iii) failure by the
Company to comply with other agreements in the Indenture or the
Securities, in certain cases subject to notice and lapse of
time; (iv) certain accelerations of other Indebtedness of the
Company if the amount accelerated (or so unpaid) is at least
$50.0 million; (v) failure by the Company or any Subsidiary to
pay at maturity at least $50.0 million of other Indebtedness;
and (vi) certain events of bankruptcy or insolvency with respect
to the Company and its Subsidiaries.

          Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture.  The Trustee may
refuse to enforce the Indenture or the Securities unless it
receives indemnity or security satisfactory to it.  Subject to
certain limitations, Holders of a majority in principal amount
of the Securities may direct the Trustee in its exercise of any
trust or power.  The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice
is in the interest of the Holders.

13.  Trustee Dealings with the Company

          Subject to certain limitations imposed by the Act,
the Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may


<PAGE>
                                                                          9

otherwise deal with and collect obligations owed to it by the
Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if
it were not Trustee.

14.  No Recourse Against Others

          A director, officer, employee or stockholder, as such,
of the Company or the Trustee shall not have any liability for
any obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation.  By accepting a Security,
each Securityholder waives and releases all such liability.  The
waiver and release are part of the consideration for the issue
of the Securities.

15.  Authentication

          This Security shall not be valid until an authorized
signatory of the Trustee (or an Authenticating Agent) manually
signs the certificate of authentication on the other side of
this Security.

16.  Abbreviations

          Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as TEN COM (=tenants in
common), TEN ENT (=tenants by the entireties), JT TEN (=joint
tenants with rights of survivorship and not as tenants in
common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to
Minors Act).

17.  CUSIP Numbers

          Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Securities
and has directed the Trustee to use CUSIP numbers in notices of
redemption as a convenience to Securityholders.  No
representation is made as to the accuracy of such numbers either
as printed on the Securities or as contained in any notice of
redemption and reliance may be placed only on the other
identification numbers placed thereon.

[18.  Holders' Compliance with Registration Rights Agreement

          Each Holder of a Security, by acceptance hereof,
acknowledges and agrees to the provisions of the Registration


<PAGE>
                                                                         10

Rights Agreement, including the obligations of the Holders with
respect to a registration and the indemnification of the Company
to the extent provided therein.] (2)

19.  Governing Law

          THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED 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.

          The Company will furnish to any Securityholder upon
written request and without charge to the Security holder a copy
of the Indenture which has in it the text of this Security in
larger type.  Requests may be made to:

          Laboratory Corporation of America Holdings
          358 South Main Street
          Burlington, NC 27215

          Attention:  Chief Legal Officer
















_____________________
(2) Delete if this Security is not being issued in exchange for an Initial
Security.


<PAGE>
                                                                          11

       __________________________________________________________

                          ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

          (Print or type assignee's name, address and zip code)

             (Insert assignee's soc. sec. or tax I.D. No.)



and irrevocably appoint                           agent to
transfer this Security on the books of the Company.  The agent
may substitute another to act for him.

___________________________________________________________

Date: ________________ Your Signature: ____________________

___________________________________________________________

Sign exactly as your name appears on the other side of this
Security.










<PAGE>
                                                                         12

                  [TO BE ATTACHED TO GLOBAL SECURITIES]

         SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY


          The following increases or decreases in this Global
Security have been made:

<TABLE>
<CAPTION>

Date of     Amount of decrease    Amount of increase     Principal amount     Signature of
Exchange    in Principal          in Principal amount    of this Global       authorized officer
            amount of this        of this Global         Security following   of Trustee or
            Global Security       Security               such decrease or     Securities
                                                         Increase             Custodian
<S>         <C>                   <C>                    <C>                  <C>

</TABLE>