<PAGE>



                              THE TITAN CORPORATION

                                       TO

                            WILMINGTON TRUST COMPANY,
                                   as Trustee



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



                                    Indenture

                          Dated as of February 9, 2000



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



                                  $206,185,600


                  (subject to increase to up to $257,732,000 in
                  the event and to the extent an over-allotment
                              option is exercised)


               Convertible Senior Subordinated Debentures due 2030


<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S>                                                                                                            <C>
         SECTION 1.01     Definitions.............................................................................3
         SECTION 1.02     Compliance Certificates and Opinions...................................................15
         SECTION 1.03     Form of Documents Delivered to Trustee.................................................15
         SECTION 1.04     Acts of Holders; Record Dates..........................................................16
         SECTION 1.05     Notices, Etc., to Trustee and the Company..............................................18
         SECTION 1.06     Notice to Holders; Waiver..............................................................18
         SECTION 1.07     Conflict with Trust Indenture Act......................................................18
         SECTION 1.08     Effect of Headings and Table of Contents...............................................19
         SECTION 1.09     Successors and Assigns.................................................................19
         SECTION 1.10     Separability Clause....................................................................19
         SECTION 1.11     Benefits of Indenture..................................................................19
         SECTION 1.12     Governing Law..........................................................................19
         SECTION 1.13     Legal Holidays.........................................................................19

                                   ARTICLE II

                                 SECURITY FORMS

         SECTION 2.01     Forms Generally........................................................................20
         SECTION 2.02     Initial Issuance to Property Trustee...................................................20
         SECTION 2.03     Additional Provisions Required in Global Security......................................21
         SECTION 2.04     Issuance of Global Securities to Holders...............................................21

                                   ARTICLE III

                                 THE SECURITIES

         SECTION 3.01     Title and Terms........................................................................22
         SECTION 3.02     Denominations..........................................................................24
         SECTION 3.03     Execution, Authentication, Delivery and Dating.........................................24
         SECTION 3.04     Temporary Securities...................................................................25
         SECTION 3.05     Global Securities......................................................................25
         SECTION 3.06     Registration, Transfer and Exchange Generally; Certain
                                    Transfers and Exchanges .....................................................26
         SECTION 3.07     Mutilated, Destroyed, Lost and Stolen Securities.......................................29


                                       2
<PAGE>

         SECTION 3.08     Payment of Interest; Interest Rights Preserved.........................................30
         SECTION 3.09     Persons Deemed Owners..................................................................32
         SECTION 3.10     Cancellation...........................................................................32
         SECTION 3.11     Right of Set Off.......................................................................32
         SECTION 3.12     CUSIP Numbers..........................................................................33
         SECTION 3.13     Extension of Interest Payment Period; Notice of Extension..............................33
         SECTION 3.14     Paying Agent, Security Registrar and Conversion Agent..................................34

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.01     Satisfaction and Discharge of Indenture................................................34
         SECTION 4.02     Application of Trust Money.............................................................36

                                    ARTICLE V

                                    REMEDIES

         SECTION 5.01     Events of Default......................................................................36
         SECTION 5.02     Acceleration of Maturity; Rescission and Annulment.....................................37
         SECTION 5.03     Collection of Indebtedness and Suits for Enforcement
                                    by Trustee...................................................................38
         SECTION 5.04     Trustee May File Proofs of Claim.......................................................39
         SECTION 5.05     Trustee May Enforce Claims Without Possession of Securities............................39
         SECTION 5.06     Application of Money Collected.........................................................39
         SECTION 5.07     Limitation on Suits....................................................................40
         SECTION 5.08     Unconditional Right of Holders to Receive Principal
                                    and Interest and Convert.....................................................40
         SECTION 5.09     Restoration of Rights and Remedies.....................................................41
         SECTION 5.10     Rights and Remedies Cumulative.........................................................41
         SECTION 5.11     Delay or Omission Not Waiver...........................................................41
         SECTION 5.12     Control by Holders.....................................................................41
         SECTION 5.13     Waiver of Past Defaults................................................................42
         SECTION 5.14     Undertaking for Costs..................................................................42
         SECTION 5.15     Waiver of Stay or Extension Laws.......................................................42
         SECTION 5.16     Enforcement by Holders of Preferred Securities.........................................43

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.01     Certain Duties and Responsibilities....................................................43
         SECTION 6.02     Notice of Defaults.....................................................................44


                                       ii
<PAGE>

         SECTION 6.03     Certain Rights of Trustee..............................................................44
         SECTION 6.04     Not Responsible for Recitals or Issuance of Securities.................................45
         SECTION 6.05     May Hold Securities....................................................................45
         SECTION 6.06     Money Held in Trust....................................................................46
         SECTION 6.07     Compensation and Reimbursement.........................................................46
         SECTION 6.08     Disqualification; Conflicting Interests................................................46
         SECTION 6.09     Corporate Trustee Required; Eligibility................................................47
         SECTION 6.10     Resignation and Removal; Appointment of Successor......................................47
         SECTION 6.11     Acceptance of Appointment by Successor.................................................48
         SECTION 6.12     Merger, Conversion, Consolidation or Succession to Business............................49
         SECTION 6.13     Preferential Collection of Claims Against Company......................................49

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01     Company to Furnish Trustee Names and Addresses of Holders..............................49
         SECTION 7.02     Preservation of Information; Communications to Holders.................................50
         SECTION 7.03     Reports by Trustee.....................................................................50
         SECTION 7.04     Reports by Company.....................................................................50
         SECTION 7.05     Tax Reporting..........................................................................51

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.01     Company May Consolidate, Etc., Only on Certain Terms...................................51
         SECTION 8.02     Successor Substituted..................................................................52

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01     Supplemental Indentures Without Consent of Holders.....................................52
         SECTION 9.02     Supplemental Indentures with Consent of Holders........................................53
         SECTION 9.03     Execution of Supplemental Indentures...................................................54
         SECTION 9.04     Effect of Supplemental Indentures......................................................54
         SECTION 9.05     Conformity with Trust Indenture Act....................................................54
         SECTION 9.06     Reference in Securities to Supplemental Indentures.....................................54

                                    ARTICLE X

                    COVENANTS; REPRESENTATIONS AND WARRANTIES


                                      iii
<PAGE>

         SECTION 10.01    Payment of Principal and Interest......................................................55
         SECTION 10.02    Maintenance of Office or Agency........................................................55
         SECTION 10.03    Money for Security Payments to Be Held in Trust........................................55
         SECTION 10.04    Statement by Officers as to Default....................................................56
         SECTION 10.05    Limitation on Dividends; Transactions with Affiliates;
                                    Covenants as to the Trust....................................................56
         SECTION 10.06    Payment of Expenses of the Trust.......................................................58
         SECTION 10.07    Registration Rights....................................................................58
         SECTION 10.08    [Reserved].............................................................................59
         SECTION 10.09    Repurchase of Securities Upon the Failure to Consummate the Acquisition................59

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

         SECTION 11.01    Optional Redemption....................................................................59
         SECTION 11.02    [Reserved].............................................................................60
         SECTION 11.03    Tax Event Redemption...................................................................60
         SECTION 11.04    [Reserved].............................................................................61
         SECTION 11.05    Selection by Trustee of Securities to Be Redeemed......................................61
         SECTION 11.06    Notice of Redemption...................................................................62
         SECTION 11.07    Deposit of Redemption Price............................................................62
         SECTION 11.08    Securities Payable on Redemption Date..................................................63
         SECTION 11.09    Securities Redeemed in Part............................................................63

                                   ARTICLE XII

                           SUBORDINATION OF SECURITIES

         SECTION 12.01    Agreement to Subordinate...............................................................64
         SECTION 12.02    Default on Secured Debt................................................................64
         SECTION 12.03    Liquidation; Dissolution; Bankruptcy...................................................65
         SECTION 12.04    Subrogation............................................................................66
         SECTION 12.05    Trustee to Effectuate Subordination....................................................67
         SECTION 12.06    Notice by the Company..................................................................67
         SECTION 12.07    Rights of the Trustee; Holders of Secured Debt.........................................68
         SECTION 12.08    Subordination May Not Be Impaired......................................................68

                                  ARTICLE XIII

                            CONVERSION OF SECURITIES

         SECTION 13.01    Conversion Rights......................................................................69
         SECTION 13.02    Conversion Procedures..................................................................70


                                       iv
<PAGE>

         SECTION 13.03    Conversion Price Adjustments...........................................................72
         SECTION 13.04    Reclassification, Consolidation, Merger or Sale of Assets..............................77
         SECTION 13.05    Notice of Adjustments of Conversion Price..............................................78
         SECTION 13.06    Prior Notice of Certain Events.........................................................78
         SECTION 13.07    Adjustments in Case of Fundamental Changes.............................................79
         SECTION 13.08    Dividend or Interest Reinvestment Plans................................................82
         SECTION 13.09    Certain Additional Rights..............................................................83
         SECTION 13.10    Restrictions on Common Stock Issuable Upon Conversion..................................83
         SECTION 13.11    Trustee Not Responsible for Determining Conversion Price or Adjustments................83
</TABLE>


                                       v
<PAGE>

INDENTURE, dated as of February 9, 2000, between The Titan Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company") having its principal office at 3033 Science Park
Road, San Diego, California 92121-1199, and Wilmington Trust Company, a Delaware
banking corporation, as Trustee (herein called the "Trustee").


                             RECITALS OF THE COMPANY

                  WHEREAS, Titan Capital Trust, a Delaware business trust (the
"Trust"), governed by the Amended and Restated Declaration of Trust among the
Company, as sponsor, Wilmington Trust Company, as property trustee (the
"Property Trustee"), and Wilmington Trust Company, as Delaware trustee (the
"Delaware Trustee"), and Deanna Hom Petersen and Ray Guillaume, as trustees
(together with the Property Trustee and the Delaware Trustee, the "Issuer
Trustees"), and the holders from time to time of undivided beneficial interests
in the assets of the Trust, dated as of February 9, 2000 (the "Declaration"),
pursuant to the Purchase Agreement (the "Purchase Agreement"), dated February 3,
2000, among the Company, the Trust and the Initial Purchasers named therein,
will issue and sell up to 4,000,000 of its Remarketable Term Income Deferrable
Equity Securities (HIGH TIDES)K (or 5,000,000 to the extent the over-allotment
option is exercised in full) (the "Preferred Securities") with a liquidation
preference of $50 per Preferred Security, having an aggregate liquidation amount
with respect to the assets of the Trust of up to $200,000,000 (or up to
$250,000,000 to the extent the over-allotment option is exercised in full);

                  WHEREAS, the trustees of the Trust, on behalf of the Trust,
will execute and deliver to the Company, Common Securities evidencing an
ownership interest in the Trust, registered in the name of the Company, in an
aggregate amount equal to at least three percent of the capitalization of the
Trust, equivalent to up to 123,712 Common Securities (or up to 154,640 Common
Securities to the extent the over-allotment option is exercised in full), with a
liquidation preference of $50 per Common Security, having an aggregate
liquidation amount with respect to the assets of the Trust of up to $6,185,600
(or $7,732,000 to the extent the over-allotment option is exercised in full)
(the "Common Securities");

                  WHEREAS, the Trust will use the proceeds from the sale of the
Preferred Securities and the Common Securities to purchase Securities (as
defined below) from the Company in an aggregate principal amount of up to
$206,185,600 (or $257,732,000 to the extent the over-allotment option is
exercised in full);

                  WHEREAS, the Company is guaranteeing the payment of
distributions on the Preferred Securities, and payment of the Redemption Price
(as defined herein) and payments on liquidation with respect to the Preferred
Securities, to the extent provided in the Preferred Securities Guarantee
Agreement (the "Guarantee") between the Company and Wilmington Trust

<PAGE>

Company, as Guarantee Trustee, for the benefit of the Holders of the Preferred
Securities from time to time;

                  WHEREAS, the Company has duly authorized the creation of an
issue of its Convertible Senior Subordinated Debentures Due 2030 (the
"Securities"), of substantially the tenor and amount hereinafter set forth and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture;

                  WHEREAS, so long as the Trust is a Holder of Securities, and
any Preferred Securities are outstanding, the Declaration provides that the
Holders of Preferred Securities may cause the Conversion Agent (as defined
herein) to (i) exchange such Preferred Securities for Securities held by the
Trust and (ii) immediately convert such Securities into Common Stock (as defined
herein);

                  WHEREAS, the Company, the Trust, the Remarketing Agent (as
defined herein) and Wilmington Trust Company, as Tender Agent have entered into
a Remarketing Agreement (as defined herein) dated as of the date hereof pursuant
to which such Remarketing Agent has agreed to use its best efforts to (i)
remarket all Preferred Securities tendered for remarketing (the "Remarketing")
as set forth in the Remarketing Agreement and (ii) establish, beginning on the
Reset Date (as defined herein), (a) the rate at which distributions will accrue
on the Preferred Securities, (b) the number of shares of Common Stock, if any,
into which each Preferred Security may be converted and (c) the price, manner
and time, if any, at which the Preferred Securities may be redeemed; and

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


                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

1                                      ARTICLE

                                Definitions and Other
2                         PROVISIONS OF GENERAL APPLICATION

<PAGE>

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

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

          (2)  all other terms used herein which are defined in the Trust
     Indenture Act, either directly or by reference therein, have the meanings
     assigned to them therein;

          (3)  all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles; and

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

          "ACS" means Advanced Communication Systems, Inc., a Delaware
corporation.

          "Act," when used with respect to any Holder, has the meaning specified
in Section 1.04.

          "Additional Amounts" has the meaning specified in Section 3.01(4).

          "Additional Payments" means Compounded Interest and Additional
Amounts, if any.

          "Adjusted Reference Market Price" has the meaning specified in Section
13.07(1)(A).

          "Adjusted Relevant Price" has the meaning specified in Section
13.07(1)(A).

          "Administrative Action" has the meaning specified in the definition of
"Tax Event" in this Section 1.01.

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

          "Agent" means any Security Registrar, co-registrar, Paying Agent,
Conversion Agent or any other agent appointed by the Company pursuant to Section
3.14.

<PAGE>

          "Agent Member" means any member of, or participant in, the Depositary.

          "Applicable Conversion Price" has the meaning specified in Section
13.01.

          "Applicable Conversion Ratio" has the meaning specified in Section
13.01.

          "Applicable Rate" means the rate at which the Securities accrue
interest and the corresponding Trust Securities accrue distributions.  From the
date of original issuance of the Securities to (but excluding) the Reset Date
and in the absence of a Registration Default, the Applicable Rate shall be 5.75%
per annum (the "Initial Rate").  In the event of a Registration Default, the
Applicable Rate shall be increased in accordance with the provisions of Section
10.07 hereof.  Beginning with and after the Reset Date, the Applicable Rate
shall be the Term Rate (as defined herein).

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

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

          "Business Day" means any day other than a Saturday or a Sunday, or a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or a day on which the
corporate trust office of the Property Trustee or the Trustee is closed for
business.

          "Closing Price" has the meaning specified in Section 13.07(2).

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

          "Common Securities" has the meaning specified in the Second Recital to
this Indenture.

          "Common Securities Guarantee" has the meaning specified in the Common
Securities Guarantee Agreement dated of even date herewith delivered by the
Company for the benefit of the holders of the Common Securities from time to
time.

<PAGE>

          "Common Stock" includes any stock of any class of the Company which
has no preference in respect of dividends or of amounts payable in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
Company and which is not subject to redemption by the Company.  However, subject
to the provisions of Article XIII, shares issuable on conversion of Securities
shall include only shares of the class designated as the Common Stock, par value
$.01 per share, of the Company at the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; PROVIDED, that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

          "Common Stock Fundamental Change" has the meaning specified in Section
13.07(2).

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its chairman of the board, its vice
chairman of the board, its president or a vice president, and by its treasurer,
an assistant treasurer, controller, its secretary or an assistant secretary, and
delivered to the Trustee.

          "Company Transaction" has the meaning specified in Section 13.04.

          "Compounded Interest" has the meaning specified in Section 3.13.

          "Conversion Agent" means any Person appointed to act on behalf of the
Holders of Preferred Securities in effecting the conversion of Preferred
Securities as and in the manner set forth in the Declaration and Section 13.02
hereof.

          "Conversion Date" has the meaning specified in Section 13.02.

          "Convertible Remarketing" means the remarketing of the Preferred
Securities in the Remarketing as securities which will be convertible into
Common Stock.

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

<PAGE>

Indenture is Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration.

          "Credit Agreement" means the Amended and Restated Credit Agreement
dated as of June 9, 1999, among the Company, as the borrower, the various
financial institutions from time to time that are parties thereto, as lenders,
The Bank of Nova Scotia, as lead manager and administrative agent, and Imperial
Bank as the document agent, any credit agreement evidencing the credit
facilities that are substantially described in the commitment letter dated
January 27, 2000, from Credit Suisse First Boston, New York branch, and First
Union National Bank to the Company, and any other secured debt facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, working capital loans or letters of credit, in each case, including any
related notes, guarantees, collateral documents, swap arrangements, instruments
and agreements entered into in connection therewith, and as such credit
agreements and related documents may be amended, restated, supplemented,
renewed, replaced, refinanced or otherwise modified from time to time whether or
not with the same agent, lender or group of lenders and whether with the same
borrowers or guarantors.

          "Declaration" has the meaning specified in the First Recital to this
Indenture.

          "Debt" means (i) the principal of and premium and interest, if any, on
indebtedness for money borrowed, (ii) purchase money and similar obligations,
(iii) obligations under capital leases, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of such indebtedness of others, (v) renewals,
extensions and refunding of any such indebtedness, (vi) interest or obligations
in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii) obligations associated with
derivative products such as interest rate and currency exchange contracts,
foreign exchange contracts, commodity contracts and similar arrangements.

          "Defaulted Interest" has the meaning specified in Section 3.08.

          "Deferral Notice" has the meaning specified in Section 3.13.

          "Deferral Period" has the meaning specified in Section 3.13.

          "Delaware Trustee" has the meaning given it in the First Recital to
this Indenture.

          "Depositary" means the Depository Trust Company, or any successor
thereto.

          "Direct Action" has the meaning specified in Section 5.16.


          "Entitlement Date" has the meaning specified in Section 13.07(2).

<PAGE>

          "Event of Default" has the meaning specified in Section 5.01.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "ex" date has the meaning specified in Section 13.03(7).

          "Expiration Date" has the meaning specified in Section 1.04(4).

          "Expiration Time" has the meaning specified in Section 13.03(6).

          "Failed Final Remarketing" has the meaning specified in Section 2(d)
of the Remarketing Agreement.

          "Fundamental Change" has the meaning specified in Section 13.07(2).

          "Global Security" means a Security issued in the form prescribed in
Section 2.01, issued to the Depositary or its nominee, and registered in the
name of the Depositary or its nominee.

          "Guarantee" has the meaning specified in the Fourth Recital to this
Indenture.

          "Holder" means a Person in whose name a Security is registered in the
Security Register or a Person in whose name a Preferred Security is registered
in the List of Holders, as the case may be.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

          "Initial Conversion Price" has the meaning specified in Section 13.01.

          "Initial Conversion Ratio" has the meaning specified in Section 13.01.

          "Initial Rate" has the meaning specified in the definition of
"Applicable Rate" in this Section 1.01.

          "Initial Redemption Price" has the meaning specified in Section 11.01.


<PAGE>

          "Initial Purchasers," with respect to the Preferred Securities, means
Credit Suisse First Boston Corporation and Donaldson, Lufkin & Jenrette
Securities Corporation.

          "Interest Payment Date" has the meaning specified in Section 3.01(2).

          "Investment Company Event" has the meaning specified in the
Declaration.

          "Issuer Trustees" has the meaning specified in the First Recital to
this Indenture.

          "List of Holders" has the meaning specified in the Declaration.
          "Maturity," when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

          "90 Day Period" has the meaning specified in Section 11.03.

          "NNM" means the National Market System of the National Association of
Securities Dealers, Inc., or any successor national automated interdealer
quotation system.

          "Non-Stock Fundamental Change" has the meaning specified in Section
13.07(2).

          "No Recognition Opinion" means an opinion delivered to the Issuer
Trustees of a nationally recognized independent tax counsel (reasonably
acceptable to the Issuer Trustees) experienced in such matters, which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Preferred Securities will not recognize any
income, gain or loss for United States federal income tax purposes as a result
of the liquidation of the Trust and the distribution of the Securities to the
Holders of the Preferred Securities.

          "Notice of Conversion" means the notice to be given by a Holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such Preferred Securities for Securities and to convert such Securities
into Common Stock on behalf of such Holder.

          "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under, or with respect to, any Debt (including claims for rescission).

          "Officers' Certificate" means a certificate signed by the chairman of
the board, the vice chairman of the board, the president or a vice president,
and by the treasurer, an assistant treasurer, the controller, the secretary or
an assistant secretary, of the Company, and delivered to the Trustee.  One of
the officers signing an Officers' Certificate given pursuant to Section 10.04
shall be the principal executive, financial or accounting officer of the
Company.

<PAGE>

          "OID" means original issue discount.

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

          "Optional Redemption" has the meaning specified in Section 11.01(1).

          "Optional Redemption Date" means the date which is not less than 20,
nor more than 60, days following the date on which the Optional Redemption
Notice is sent, as specified in the Optional Redemption Notice (or if such date
is not a Business Day, the next succeeding Business Day).
          "Optional Redemption Notice" has the meaning specified in Section
11.01(2).

          "Optional Redemption Price" has the meaning specified in Section
11.01(1).

          "Optional Redemption Ratio" has the meaning specified in Section
13.07(1)(A).

          "Outstanding," when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:  (i) Securities theretofore canceled by the
Trustee or delivered to the Trustee for cancellation; (ii) Securities for whose
payment or redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Company) in trust
or set aside and segregated in trust by the Company (if the Company shall act as
its own Paying Agent) for the Holders of such Securities; PROVIDED, that if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and (iii) Securities that have been paid pursuant to Article XI,
converted into Common Stock pursuant to Section 13.01, or in exchange for or in
lieu of which other Securities have been authenticated and delivered pursuant to
this Indenture, other than any such Securities in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Securities
are held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company.

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

          "Payment Resumption Date" has the meaning specified in Section
3.13(2).

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

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and,

<PAGE>

for the purposes of this definition, any Security authenticated and delivered
under Section 3.07 in exchange for or in lieu of a mutilated, destroyed, lost
or stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

          "Preferred Securities" has the meaning specified in the First Recital
to this Indenture.

          "Primary Treasury Dealer" has the meaning specified in the Remarketing
Agreement.

          "Property Trustee" has the meaning specified in the First Recital to
this Indenture.

          "Purchase Agreement" has the meaning specified in the Recitals to this
Indenture.
          "Purchased Shares" has the meaning specified in Section 13.03(6).

          "Purchaser Stock Price" has the meaning specified in Section 13.07(2).

          "Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture, including without limitation, the Optional Redemption Date with
respect to an Optional Redemption.

          "Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, including without limitation, the Optional Redemption Price with
respect to an Optional Redemption.

          "Redemption Tax Opinion" means an opinion delivered to the Company of
a nationally recognized independent tax counsel (reasonably acceptable to the
Issuer Trustees) experienced in such matters that, as a result of a Tax Event,
there is more than an insubstantial risk that the Company would be precluded
from deducting the interest on the Securities for United States federal income
tax purposes, even after the Trust was liquidated and the Securities were
distributed to the Holders of the Preferred Securities.

          "Reference Date" has the meaning specified in Section 13.03(4).

          "Reference Market Price" has the meaning specified in Section
13.07(2).

          "Reference Treasury Dealer" has the meaning specified in the
Remarketing Agreement.

          "Reference Treasury Dealer Quotations" has the meaning specified in
the Remarketing Agreement.

          "Registrable Securities" has the meaning specified in section 10.07.


<PAGE>

          "Registration Default" has the meaning specified in Section 10.07.

          "Registration Rights Agreement" has the meaning specified in Section
10.07.

          "Regular Record Date" has the meaning specified in Section 3.01.

          "Relevant Price" has the meaning specified in Section 13.07(2).

          "Remarketing" has the meaning specified in the Seventh Recital to this
Indenture.

          "Remarketing Agent" means an investment bank, broker, dealer, or other
organization which, in the judgment of the Company, is qualified to remarket the
Preferred Securities substantially in accordance with the terms of the
Remarketing Agreement.  The initial Remarketing Agent shall be Credit Suisse
First Boston Corporation.  The term "Remarketing Agent" shall also include any
successor Person appointed as such by the Company.

          "Remarketing Agreement" means the Remarketing Agreement with the
Remarketing Agent dated the date hereof substantially in the form set forth in
Exhibit B to this Indenture and any substantially similar agreement entered into
by the Company with any successor Remarketing Agent.

          "Remarketing Notice" shall have the meaning specified in the
Remarketing Agreement.

          "Repurchased Securities" has the meaning specified in Section 10.09.

          "Repurchased Securities Payment Date" has the meaning specified in
Section 10.09.

          "Repurchased Securities Purchase Price" has the meaning specified in
Section 10.09.

          "Reset Date" means any date that is (i) not later than February 15,
2005 (or, if such day is not a Business Day, the next succeeding Business Day),
and (ii) not earlier than 70 Business Days prior to February 15, 2005, as may be
determined by the Remarketing Agent, in its sole discretion.

          "Responsible Officer," when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, any assistant vice
president, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer of

<PAGE>

the Trustee customarily performing functions similar to those performed by any
of the above designated officers, and having direct responsibility for the
administration of this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

          "Restricted Preferred Securities" means each Preferred Security
required to bear the restricted securities legend required by Section 9.02(j) of
the Declaration.

          "Restricted Securities" means each Security required to bear a
Restricted Securities Legend pursuant to Section 2.02 hereof.

          "Restricted Securities Legend" has the meaning specified in Section
2.02.

          "Secured Debt" means Debt under the Credit Agreement and any Debt that
by its terms is secured by any lien, pledge, charge, encumbrance, mortgage, deed
of trust, hypothecation, assignment or security interest with respect to assets
having or intended to have an aggregate fair market value at the time of the
grant thereof (in the judgment of the board of directors, the chief financial
officer or other responsible agent or officer of the Company) not less than the
amount of such Debt.

          "Securities" has the meaning specified in the Fifth Recital to this
Indenture.

          "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.06(1).

          "Significant Subsidiary" of any Person means a Subsidiary of such
Person meeting the requirements set forth in Rule 1-02(w) of Regulation S-X of
the Securities Act.

          "Shelf Registration Statement" has the meaning specified in Section
10.07.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.08.

          "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest or Additional Payments thereon,
means the date specified in such Security as the fixed date on which the
principal, together with any accrued and unpaid interest (and Additional
Payments, if any), of such Security or such installment of interest or
Additional Payments is due and payable.

<PAGE>

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

          "Tax Event" means the receipt by the Property Trustee of an opinion of
a nationally recognized independent tax counsel to the Company (reasonably
acceptable to the Issuer Trustees) experienced in such matters to the effect
that, as a result of (a) any amendment to or change (including any announced
prospective change (which shall not include a proposed change), provided that a
Tax Event shall not occur more than 90 days before the effective date of any
such prospective change) in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, (b) any judicial decision or official administrative pronouncement,
ruling, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations (an
"Administrative Action") or (c) any amendment to or change in the administrative
position or interpretation of any Administrative Action or judicial decision
that differs from the theretofore generally accepted position, in each case, by
any legislative body, court, governmental agency or regulatory body,
irrespective of the manner in which such amendment or change is made known,
which amendment or change is effective or such Administrative Action or decision
is announced, in each case, on or after the date of the original issuance of the
Securities or the issue date of the Preferred Securities issued by the Trust,
there is more than an insubstantial risk that (x) if the Securities are held by
the Property Trustee, (i) the Trust is, or will be within 90 days of the date of
such opinion, subject to United States federal income tax with respect to
interest accrued or received on the Securities or subject to more than a DE
MINIMIS amount of other taxes, duties or other governmental charges as
determined by such counsel, or (ii) any portion of interest payable by the
Company to the Trust (or OID accruing) on the Securities is not, or within 90
days of the date of such opinion will not be, deductible by the Company in whole
or in part for United States federal income tax purposes or (y) with respect to
Securities which are no longer held by the Property Trustee, any portion of
interest payable by the Company (or OID accruing) on the Securities is not, or
within 90 days of the date of such opinion will not be, deductible by the
Company in whole or in part for United States federal income tax purposes.

          "Tender Agent" means the Property Trustee if any Preferred Securities
are outstanding and the Trustee if the Securities have been distributed to the
Holders of the Preferred Securities.

          "Tender Notification Date" means a Business Day no earlier than 10
Business Days following the date of the Remarketing Notice, or such shorter
period as agreed to by the Remarketing Agent.

<PAGE>

          "Term Call Protections" means the price, manner and time, if any, at
which the Securities may be redeemed at the option of the Company after the
Reset Date.  The Term Call Protections, if any, will be established in
connection with the Remarketing.

          "Term Provisions" shall have the meaning specified in the Remarketing
Agreement.

          "Term Rate" means the rate established by the Remarketing Agent in
connection with the Remarketing at which interest shall accrue on the Securities
from and after the Reset Date.

          "Term Redemption Price" has the meaning specified in Section 11.01(1).

          "Trading Day" has the meaning specified in Section 13.07(2).

          "Trust" has the meaning specified in the First Recital to this
Indenture.

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

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

          "Trust Securities" means Common Securities and Preferred Securities.

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

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

2.2       SECTION   COMPLIANCE CERTIFICATES AND OPINIONS.  Upon any application
or request by the Company to the Trustee to take any action under any provision
of this Indenture, the Company shall furnish to the Trustee such certificates
and opinions as may be required under the Trust Indenture Act or reasonably
requested by the Trustee in connection with such application or request.  Each
such certificate or opinion shall be given in the form of an Officers'
Certificate, if to be given by an officer of the Company, or an Opinion of
Counsel, if to be given

<PAGE>

by counsel, and shall comply with the applicable requirements of the Trust
Indenture Act and any other applicable requirement set forth in this Indenture.

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

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

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

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

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

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

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

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

2.4       SECTION   ACTS OF HOLDERS; RECORD DATES.


<PAGE>

          (1)  Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided by this Indenture to be given to or taken
     by Holders may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing; and, except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments is or are delivered to the Trustee and, where it is hereby
     expressly required, to the Company.  Such instrument or instruments (and
     the action embodied therein and evidenced thereby) are herein sometimes
     referred to as the "ACT" of the Holders signing such instrument or
     instruments.  Proof of execution of any such instrument or of a writing
     appointing any such agent shall be sufficient for any purpose of this
     Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
     and the Company, if made in the manner provided in this Section.

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

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

          (4)  The Trustee may set any day as a record date for the purpose of
     determining the Holders of Outstanding Securities entitled to join in the
     giving or making of (i) any notice of default, (ii) any declaration of
     acceleration referred to in Section 5.02, (iii) any request to institute
     proceedings referred to in Section 5.07(2) or (iv) any direction referred
     to in Section 5.12.  If any record date is set pursuant to this paragraph,
     the Holders of Outstanding Securities on such record date, and no other
     Holders, shall be entitled to join in such notice, declaration, request or
     direction, whether or not such Holders remain Holders after such record
     date; PROVIDED that no such action shall be

<PAGE>

      effective hereunder unless taken on or prior to the date set by the
      Trustee by which any such determination shall be made (the "Expiration
      Date") by Holders of the requisite principal amount of Outstanding
      Securities on such record date. Nothing in this paragraph shall be
      construed to prevent the Trustee from setting a new record date for any
      action for which a record date has previously been set pursuant to this
      paragraph (whereupon the record date previously set shall automatically
      and with no action by any Person be canceled and of no effect), and
      nothing in this paragraph shall be construed to render ineffective any
      action taken by Holders of the requisite principal amount of Outstanding
      Securities as of the date such action is taken. Promptly after any record
      date is set pursuant to this paragraph, the Trustee, at the Company's
      expense, shall cause notice of such record date, the proposed action by
      Holders and the applicable Expiration Date to be given to the Company in
      writing and to each Holder of Securities in the manner set forth in
      Section 1.06.

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

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

          (7)  Without limiting the foregoing, a Holder entitled hereunder to
     give or take any such action with regard to any particular Security may do
     so with regard to all or any part of the principal amount of such Security
     or by one or more duly appointed agents each of which may do so pursuant to
     such appointment with regard to all or any different part of such principal
     amount.

2.5       SECTION   NOTICES, ETC., TO TRUSTEE AND THE COMPANY.  Any request,
demand, authorization, direction, notice, consent, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with,

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

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

2.6       SECTION   NOTICE TO HOLDERS; WAIVER.  Where this Indenture provides
for notice to Holders of any event, such notice shall be sufficiently  given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at such
Holder's address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

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

2.8       SECTION   EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

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

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

2.11      SECTION   BENEFITS OF INDENTURE.  Nothing in this Indenture or in the
Securities, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the holders of Secured Debt, the Holders
of Preferred Securities (to the extent provided herein) and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

2.12      SECTION   GOVERNING LAW.  THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

<PAGE>

2.13      SECTION   LEGAL HOLIDAYS.  In any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security or the last date on
which a Holder has the right to convert his Securities shall not be a Business
Day, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest (and Additional Payments, if any) or principal
or conversion of the Securities need not be made on such date, but may be made
on the next succeeding Business Day (except that, if such Business Day is in the
next succeeding calendar year, such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be, shall be the immediately preceding Business
Day) with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity or on such last day for conversion,
PROVIDED that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

3                                      ARTICLE

4                                   SECURITY FORMS

4.1       SECTION   FORMS GENERALLY.  The Securities and the Trustee's
certificates of authentication shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a 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).  The Company shall furnish any such legend not set forth in
this Indenture and not contained in Exhibit A to the Trustee in writing.  Each
Security shall be dated the date of its authentication.  The terms and
provisions of the Securities set forth in Exhibit A are part of the terms of
this Indenture and to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

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

4.2       SECTION   INITIAL ISSUANCE TO PROPERTY TRUSTEE.  The Securities
initially issued to the Property Trustee of the Trust shall be in the form of
one or more individual certificates in definitive, fully registered form without
distribution coupons and shall bear the following legend (the "Restricted
Securities Legend") unless the Company determines otherwise in accordance with
applicable law:

     THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION
     EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933
     (THE "SECURITIES ACT"), AND THIS SECURITY AND ANY COMMON STOCK ISSUABLE
     UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
     THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

<PAGE>

     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 SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION HEREOF MAY BE
     OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (i) 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, (ii) PURSUANT TO AN EXEMPTION FROM
     REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
     AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
     THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iii) IN ACCORDANCE WITH
     ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
     OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
     HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
     RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

4.3       SECTION   ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.  Any
Global Security issued hereunder shall, in addition to the provisions contained
in Section 2.02, bear a legend in substantially the following form:

     "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
     HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
     TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY.  THIS
     SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
     OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
     DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
     TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
     DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
     NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
     CIRCUMSTANCES.

     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO THE TITAN
     CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
     AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
     OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF

<PAGE>

     THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.,
     ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
     PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
     HAS AN INTEREST HEREIN."

4.4       SECTION   ISSUANCE OF GLOBAL SECURITIES TO HOLDERS.  The Securities
will be represented by one or more Global Securities registered in the name of
the Depositary or its nominee if, and only if, the Securities are distributed to
the holders of the Trust Securities.  Until such time, the Securities shall be
registered in the name of and held by the Property Trustee.  Securities
distributed to holders of book-entry Trust Securities shall be distributed in
the form of one or more Global Securities registered in the name of the
Depositary or its nominee, and deposited with the Security Registrar, as
custodian for such Depositary, or held by such Depositary for credit by the
Depositary to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct).  Securities
distributed to holders of Trust Securities other than book-entry Trust
Securities shall not be issued in the form of a Global Security or any other
form intended to facilitate book-entry trading in beneficial interests in such
Securities.


5                                      ARTICLE

6                                   THE SECURITIES

6.1       SECTION   TITLE AND TERMS.

          (1)  The aggregate principal amount of Securities that may be
     authenticated and delivered under this Indenture is limited to the sum of
     (i) $206,185,600 and (ii) such aggregate principal amount (which may not
     exceed $51,546,400 aggregate principal amount) of Securities, if any, as
     shall be purchased by the Trust pursuant to an over-allotment option in
     accordance with the terms and provisions of the Purchase Agreement, except
     for Securities authenticated and delivered upon registration of transfer
     of, or in exchange for, or in lieu of, other Securities pursuant to Section
     3.04, 3.05, 3.06, 3.07, 9.06, 11.09 or 13.01.

<PAGE>

          (2)  The Securities shall be known and designated as the "Convertible
     Senior Subordinated Debentures Due 2030" of the Company.  Their Stated
     Maturity shall be February 15, 2030, and they shall bear interest at the
     Applicable Rate, from February 9, 2000, or from the most recent Interest
     Payment Date (as defined below) to which interest has been paid or duly
     provided for, as the case may be, payable quarterly (subject to deferral as
     set forth herein), in arrears, on February 15, May 15, August 15 and
     November 15 (each an "Interest Payment Date") of each year, PLUS Additional
     Payments, if any, commencing May 15, 2000 until the principal thereof is
     paid or made available for payment, and they shall be paid, except as
     provided herein, to the Person in whose name the Security is registered at
     the close of business on the regular record date for such interest
     installment, which shall be the close of business on the 1st day of each
     February, May, August and November immediately preceding the applicable
     Interest Payment Date (the "Regular Record Date").  If the Reset Date is
     prior to the Regular Record Date for the immediately following Interest
     Payment Date, then interest and Additional Amounts, if any, accrued from
     and after the Reset Date to but excluding the immediately following
     Interest Payment Date shall be paid on such Interest Payment Date to the
     person in whose name each Security is registered on the relevant Regular
     Record Date, subject to the right of the Company to initiate a Deferral
     Period.  If the Reset Date is on or after the Regular Record Date for the
     immediately following Interest Payment Date, then (1) interest and
     Additional Amounts, if any, accrued from and after the Regular Record Date
     to but excluding the Reset Date shall be paid on the immediately following
     Interest Payment Date to the person in whose name each Security is
     registered on the relevant Regular Record Date and (2) interest and
     Additional Amounts, if any, accrued from and after the Reset Date to but
     excluding the immediately following Interest Payment Date shall be paid on
     the second Interest Payment Date immediately following the Reset Date to
     the person in whose name each Security is registered on the relevant
     Regular Record Date for such second Interest Payment Date, subject in each
     case to the right of the Company to initiate a Deferral Period.  Interest
     will compound quarterly and will accrue at the Applicable Rate on overdue
     installments of interest (without regard to any applicable grace period) or
     during an extension of an interest payment period as set forth in Section
     3.13 hereof.

           (3) The amount of interest payable for any period will be computed
      on the basis of a 360-day year of twelve 30-day months. Except as provided
      in the following sentence, the amount of interest payable for any period
      shorter than a full quarterly period for which interest is computed, will
      be computed on the basis of the actual number of days elapsed in such a
      30-day month. In the event that any date on which interest is payable on
      the Securities is not a Business Day, then payment of interest payable on
      such date will be made on the next succeeding day which is a Business Day
      (and without any interest or other payment in respect of any such delay),
      except that, if such Business Day is in the next succeeding calendar year,
      such payment shall be made on the immediately preceding Business Day, in
      each case with the same force and effect as if made on such date.

<PAGE>

          (4)  If at any time (including upon the occurrence of a Tax Event)
     while the Property Trustee is the Holder of all the Securities, the Trust
     or the Property Trustee is required to pay any taxes, duties, assessments
     or governmental charges of whatever nature with regard to the Securities
     (other than withholding taxes) imposed by the United States, or any other
     taxing authority, then, in any case, the Company will pay as additional
     amounts on the Securities held by the Property Trustee, such additional
     amounts ("Additional Amounts") as shall be required so that the net amounts
     received and retained by the Trust and the Property Trustee after paying
     such taxes, duties, assessments or other governmental charges will be equal
     to the amounts the Trust and the Property Trustee would have received had
     no such taxes, duties, assessments or other governmental charges been
     imposed.

          (5)  The principal of and interest (and Additional Payments, if any)
     on the Securities shall be payable at the office or agency of the Company
     in New York, New York maintained for such purpose and at any other office
     or agency maintained by the Company for such purpose by check or wire
     transfer in such coin or currency of the United States of America as at the
     time of payment is legal tender for payment of public and private debts;
     PROVIDED, HOWEVER, that at any time that the Property Trustee is not the
     sole holder of the Securities, payment of interest may, at the option of
     the Company, be made by check mailed to the address of the Person entitled
     thereto as such address shall appear in the Security Register or by wire
     transfer.

          (6)  The Securities shall be redeemable as provided in Article XI
     hereof.

          (7)  The Securities shall be subordinated in right of payment only to
     Secured Debt as provided in Article XII hereof.

          (8)  The Securities shall be convertible as provided in Article XIII
     hereof.

6.2       SECTION   DENOMINATIONS.  The Securities shall be issuable only in
registered form without coupons and only in denominations of $50 and integral
multiples thereof.

6.3       SECTION   EXECUTION, AUTHENTICATION, DELIVERY AND DATING.  The
Securities shall be executed on behalf of the Company by its chairman of the
board, its vice chairman of the board, its president or one of its vice
presidents.  The signature of any of these officers on the Securities may be
manual or facsimile.

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

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for

<PAGE>

authentication, together with a Company Order for the authentication and
delivery of such Securities; and the Trustee in accordance with such Company
Order shall authenticate and make available for delivery such Securities as in
this Indenture provided and not otherwise.

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

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

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay.  After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.02, without charge to
the Holder.  Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of authorized denominations.  Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

6.5       SECTION   GLOBAL SECURITIES.

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

          (2)  Notwithstanding any other provision in this Indenture, no Global
     Security may be exchanged in whole or in part for Securities registered,
     and no transfer of a Global Security in whole or in part may be registered,
     in the name of any Person other than the Depositary for such Global
     Security or a nominee thereof unless (i) such Depositary advises the
     Trustee in writing that such Depositary is no longer willing or able to
     continue as a Depositary with respect to such Global Security, and no
     successor depositary shall have been appointed, or if at any time the
     Depositary ceases to be a "clearing agency" registered under the Exchange
     Act, at a time when the Depositary is required to be so registered to act
     as such depositary, (ii) the Company in its sole

<PAGE>

     discretion determines that such Global Security shall be so exchangeable
     or (iii) there shall have occurred and be continuing an Event of Default.

          (3)  If any Global Security is to be exchanged for other Securities or
     canceled in whole, it shall be surrendered by or on behalf of the
     Depositary or its nominee to the Security Registrar for exchange or
     cancellation as provided in this Article III.  If any Global Security is to
     be exchanged for other Securities or canceled in part, or if another
     Security is to be exchanged in whole or in part for a beneficial interest
     in any Global Security, then either (i) such Global Security shall be so
     surrendered for exchange or cancellation as provided in this Article III or
     (ii) the principal amount thereof shall be reduced or increased by an
     amount equal to the portion thereof to be so exchanged or canceled, or
     equal to the principal amount of such other Security to be so exchanged for
     a beneficial interest therein, as the case may be, by means of an
     appropriate adjustment made on the records of the Security Registrar,
     whereupon the Trustee shall instruct the Depositary or its authorized
     representative to make a corresponding adjustment to its records.  Upon any
     such surrender or adjustment of a Global Security by the Depositary,
     accompanied by registration instructions, and, to the extent required by
     Section 3.06, a Restricted Securities Certificate, the Trustee shall,
     subject to Section 3.05(2) and as otherwise provided in this Article III,
     authenticate and make available for delivery any Securities issuable in
     exchange for such Global Security (or any portion thereof) in accordance
     with the instructions of the Depositary.  The Trustee shall not be liable
     for any delay in delivery of such instructions and may conclusively rely
     on, and shall be fully protected in relying on, such instructions.

          (4)  The Depositary or its nominee, as registered owner of a Global
     Security, shall be the Holder of such Global Security for all purposes
     under this Indenture and the Securities, and owners of beneficial interests
     in a Global Security shall hold such interest pursuant to the rules and
     procedures of the Depositary.  Accordingly, any such owner's beneficial
     interests in a Global Security shall be shown only on, and the transfer of
     such interest shall be effected only through, records maintained by the
     Depositary or its nominee or its Agent Members.  Neither the Trustee nor
     the Security Registrar shall have any liability in respect of any transfers
     effected by the Depositary.

          (5)  The rights of the beneficial interests in a Global Security shall
     be exercised only through the Depositary and shall be limited to those
     established by law and agreements between such owners and the Depositary
     and/or its Agent Members.

<PAGE>

6.6       SECTION   REGISTRATION, TRANSFER AND EXCHANGE GENERALLY; CERTAIN
TRANSFERS AND EXCHANGES.

          (1)  The Company shall cause to be kept at the Corporate Trust Office
     of the Trustee a register (the register maintained in such office and in
     any other office or agency designated pursuant to Section 10.02 being
     herein sometimes collectively referred to as the "Security Register") in
     which, subject to such reasonable regulations as it may prescribe, the
     Company shall provide for the registration of Securities and of transfers
     of Securities. The Trustee is hereby appointed "Security Registrar" for the
     purpose of registering Securities and transfers of Securities as herein
     provided.

               Upon surrender for registration of transfer of any Security at an
     office or agency of the Company designated pursuant to Section 10.02 for
     such purpose, the Company shall execute, and the Trustee shall authenticate
     and deliver, in the name of the designated transferee or transferees, one
     or more new Securities of any authorized denominations and of a like
     aggregate principal amount and bearing such restrictive legends as may be
     required by this Indenture.

               At the option of the Holder, Securities may be exchanged for
     other Securities of any authorized denominations and of a like aggregate
     principal amount and bearing such restrictive legends as may be required by
     this Indenture, upon surrender of the Securities to be exchanged at such
     office or agency.  Whenever any Securities are so surrendered for exchange,
     the Company shall execute, and the Trustee shall authenticate and make
     available for delivery, the Securities which the Holder making the exchange
     is entitled to receive.

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

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

                No service charge shall be made for any registration of transfer
     or exchange of Securities, but the Company may require payment of a sum
     sufficient to cover any tax or other governmental charge that may be
     imposed in connection with any registration of transfer or exchange of
     Securities, other than exchanges pursuant to Section 3.04, 3.05, 9.06,
     11.09 or 13.01 not involving any transfer.

                Neither the Company nor the Trustee shall be required (i) in the
     case of a partial redemption of the Securities, to issue, register the
     transfer of or exchange any

<PAGE>

     Security during a period beginning at the opening of business 15 days
     before the day of the mailing of a notice of redemption of Securities
     selected for redemption under Section 11.05 and ending at the close of
     business on the day of such mailing or (ii) to register the transfer of or
     exchange any Security so selected for redemption in whole or in part,
     except the unredeemed portion of any Security being redeemed in part.

          (2)  TRANSFER AND EXCHANGE PROCEDURES AND RESTRICTIONS.  The
     Securities may not be transferred except in compliance with the Restricted
     Securities Legend unless otherwise determined by the Company in accordance
     with applicable law.  Upon any distribution of the Securities to the
     holders of the Trust Securities in accordance with the Declaration, the
     Company and the Trustee shall enter into a supplemental indenture pursuant
     to Section 9.01(6) to provide for transfer procedures and restrictions with
     respect to the Securities substantially similar to those contained in the
     Declaration to the extent applicable in the circumstances existing at the
     time of such distribution.  Notwithstanding any other provision of the
     Indenture, transfers and exchanges of Securities and beneficial interests
     in a Global Security of the kinds specified in this Section 3.06(2) shall
     be made only in accordance with this Section 3.06(2).

               (A)  NON-GLOBAL SECURITY TO GLOBAL SECURITY.  If the Holder of a
          Security (other than a Global Security) wishes at any time to transfer
          all or any portion of such Security to a Person who wishes to take
          delivery thereof in the form of a beneficial interest in a Global
          Security, such transfer may be effected only in accordance with the
          provisions of this clause (2)(A) and subject to the rules and
          procedures of the Depositary.  Upon receipt by the Security Registrar
          of (i) such Security as provided in Section 3.06(1) and instructions
          satisfactory to the Security Registrar directing that a beneficial
          interest in the Global Security in a specified principal amount not
          greater than the principal amount of such Security be credited to a
          specified Agent Member's account and (ii) a Securities Certificate
          duly executed by such Holder or such Holder's attorney duly authorized
          in writing, then the Security Registrar shall cancel such Security
          (and issue a new Security in respect of the untransferred portion
          thereof) as provided in Section 3.06(1) and increase the aggregate
          principal amount of the Global Security by the specified principal
          amount as provided in Section 3.05(3).

               (B)  NON-GLOBAL SECURITY TO NON-GLOBAL SECURITY.  A Security that
          is not a Global Security may be transferred, in whole or in part, to a
          Person who takes delivery in the form of another Security that is not
          a Global Security as provided in Section 3.06(1); provided, that if
          such Security to be transferred in whole or in part is a Restricted
          Security, the Security Registrar shall have received the assignment
          form attached to the Security duly executed by the transferor Holder
          or such Holder's attorney duly authorized in writing.

               (C)  EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL SECURITY.
          A beneficial interest in a Global Security may be exchanged for a
          Security that is not a Global Security as provided in Section 3.05.

<PAGE>

          (3)  RESTRICTED SECURITIES LEGEND.

               (A)   Except as set forth below, all Securities shall bear the
          Restricted Securities Legend set forth in Section 2.02.

               (B)   Subject to Section 3.06(2) and to the following clauses of
          this Section 3.06(3), a Security (other than a Global Security) that
          does not bear a Restricted Securities Legend may be issued in exchange
          for or in lieu of a Restricted Security or any portion thereof that
          bears such legend if, in the Company's judgment, placing such a legend
          upon such new Security is not necessary to ensure compliance with the
          registration requirements of the Securities Act, and the Trustee, at
          the written direction of the Company in the form of an Officers'
          Certificate, shall countersign and deliver such a new Security.

               (C)   Notwithstanding the foregoing provisions of this Section
          3.06(3), a successor Security of a Security that does not bear a
          Restricted Securities Legend shall not bear such form of legend unless
          the Company has reasonable cause to believe that such successor
          Security is a "restricted security" within the meaning of Rule 144
          under the Securities Act, in which case the Trustee, at the written
          direction of the Company in the form of an Officers' Certificate,
          shall countersign and deliver a new Security bearing a Restricted
          Securities Legend in exchange for such successor Security.

               (D)   Upon any sale or transfer of a Restricted Security
          (including any Restricted Security represented by a Global Security)
          pursuant to an effective registration statement under the Securities
          Act or pursuant to Rule 144 under the Securities Act after such
          registration ceases to be effective: (i) in the case of any Restricted
          Security that is a definitive Security, the Security Registrar shall
          permit the Holder thereof to exchange such Restricted Security for a
          definitive Security that does not bear the Restricted Securities
          Legend and shall rescind any restriction on the transfer of such
          Restricted Security; and (ii) in the case of any Restricted Security
          that is represented by a Global Security, the Security Registrar shall
          permit the Holder of such Global Security to exchange such Global
          Security for another Global Security that does not bear the Restricted
          Securities Legend.

               (E)   If Restricted Securities are being presented or surrendered
          for transfer or exchange then there shall be (if so required by the
          Trustee), (i) if such Restricted Securities are being delivered to the
          Security Registrar by a Holder for registration in the name of such
          Holder, without transfer, a certification from such Holder to that
          effect; or (ii) if such Restricted Securities are being transferred, a
          certification from the transferor as to the compliance with the
          restrictions set forth in the Restricted Securities Legend.
<PAGE>

6.7       SECTION   MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.  If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and make available for delivery in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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

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

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

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

6.8       SECTION   PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.  Subject to
Section 3.01(2), interest (and Additional Payments, if any) on any Security
which is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date.

          Subject to Section 3.13, any interest on any Security which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (1) or (2) below:


<PAGE>

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the Persons in whose names the Securities (or their respective
     Predecessor Securities) are registered at the close of business on a
     Special Record Date (as defined below) for the payment of such Defaulted
     Interest, which shall be fixed in the following manner.  The Company shall
     notify the Trustee in writing of the amount of Defaulted Interest proposed
     to be paid on each Security and the date of the proposed payment, and at
     the same time the Company shall deposit with the Trustee an amount of money
     equal to the aggregate amount proposed to be paid in respect of such
     Defaulted Interest or shall make arrangements satisfactory to the Trustee
     for such deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided.  Thereupon the Trustee
     shall fix a special record date (the "Special Record Date") for the payment
     of such Defaulted Interest which shall be not more than 15 days and not
     less than 10 days prior to the date of the proposed payment and not less
     than 10 days after the receipt by the Trustee of the notice of the proposed
     payment.  The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first-class postage prepaid, to each
     Holder at his address as it appears in the Security Register, not less than
     10 days prior to such Special Record Date.  Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     so mailed, such Defaulted Interest shall be paid to the Persons in whose
     names the Securities (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest in any
     other lawful manner not inconsistent with the requirements of any
     securities exchange on which the Securities may be listed, and, if so
     listed, upon such notice as may be required by such exchange (or by the
     Trustee if the Securities are not listed), if, after notice given by the
     Company to the Trustee of the proposed payment pursuant to this clause,
     such manner of payment shall be deemed practicable by the Trustee; PROVIDED
     that any such payment shall be made by check or wire transfer in coin or
     currency of the United States of America which at the time of payment is a
     legal tender for payment of public and private debt.

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

          In the case of any Security which is converted after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such

<PAGE>

Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion, and such interest (and Additional Payments, if
any) (whether or not punctually paid or duly provided for) shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, interest
whose Stated Maturity is after the date of conversion of such Security shall not
be payable, and the Company shall not make nor be required to make any other
payment, adjustment or allowance with respect to accrued but unpaid interest
(and Additional Payments, if any) on the Securities being converted, which shall
be deemed to be paid in full.

6.9       SECTION   PERSONS DEEMED OWNERS.  The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.08) interest (and
Additional Payments, if any) on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.  No holder of any beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company or the
Trustee from giving effect to any written certification, proxy, or other
authorization furnished by a Depositary or impair, as between the Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

6.10      SECTION   CANCELLATION.  All Securities surrendered for payment,
redemption, registration of transfer or exchange or conversion shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it.  The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly canceled by the
Trustee.  No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture.  All canceled Securities held by the Trustee shall be
disposed of as directed by a Company Order; PROVIDED, HOWEVER, that the Trustee
shall not be required to destroy the certificates representing such canceled
Securities.

6.11      SECTION   RIGHT OF SET OFF.  Notwithstanding anything to the contrary
in this Indenture, the Company shall have the right to set off any payment it is
otherwise required to make hereunder to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee.

6.12      SECTION   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 of redemption as a convenience to Holders;
PROVIDED, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the

<PAGE>

Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers.

6.13      SECTION   EXTENSION OF INTEREST PAYMENT PERIOD; NOTICE OF EXTENSION.
          (1)  So long as no Event of Default has occurred and is continuing,
     the Company shall have the right, at any time during the term of this
     Security, and from time to time to defer payments of interest for
     successive periods not exceeding 20 consecutive quarters for each such
     period (a "Deferral Period"); PROVIDED that no Deferral Period may extend
     beyond (i) the Maturity (whether at February 15, 2030 or by declaration of
     acceleration, call for redemption or otherwise) or (ii) in the case of a
     Deferral Period that begins prior to the Reset Date, the Reset Date.  To
     the extent permitted by applicable law, interest, the payment of which has
     been deferred because of the extension of the interest payment period
     pursuant to this Section 3.13, will bear interest thereon at the Applicable
     Rate compounded quarterly for each quarter of the Deferral Period
     ("Compounded Interest").  On the applicable Payment Resumption Date, the
     Company shall pay all interest then accrued and unpaid on the Securities,
     including any Compounded Interest that shall be payable to the Holders of
     the Securities in whose names the Securities are registered in the Security
     Register on the Regular Record Date fixed for such Payment Resumption Date.
     A Deferral Period shall terminate upon the payment by the Company of all
     interest then accrued and unpaid on the Securities (together with
     Additional Payments), to the extent permitted by applicable law.  Before
     the termination of any Deferral Period, the Company may further extend such
     period as provided in paragraph (2) of this Section 3.13, PROVIDED that
     such period together with all such further extensions thereof shall not
     exceed 20 consecutive quarters or extend beyond (i) the Maturity (whether
     at February 15, 2030 or by declaration of acceleration, call for redemption
     or otherwise) or (ii) in the case of a Deferral Period that begins prior to
     the Reset Date, the Reset Date.  Upon the termination of any Deferral
     Period, and subject to the foregoing requirements, the Company may elect to
     begin a new Deferral Period.  No interest shall be due and payable during a
     Deferral Period except on the Payment Resumption Date as determined
     pursuant to paragraph (2) of this Section 3.13.  There is no limitation on
     the number of times that the Company may elect to begin a Deferral Period.

          (2)  The Company shall give the Holders of the Securities and the
     Trustee written notice (a "Deferral Notice") of its selection of a Deferral
     Period at least ten days prior to the record date for any distributions
     that would have been payable on the Trust Securities except for the
     decision to begin or extend a Deferral Period.  On or prior to the Regular
     Record Date immediately preceding the Interest Payment Date on which the
     Company elects to pay all interest then accrued and unpaid on the
     Securities, including Compounded Interest (the "Payment Resumption Date"),
     the Company shall give the Holders of the Securities and the Trustee
     written notice that the Deferral Period will end on such Payment Resumption
     Date.  Notwithstanding the provision of such notice, the Company may elect
     to further extend the Deferral Period, subject to the limitations set forth
     in Section 3.13(1), by providing the Holders of the Securities and the
     Trustee with a

<PAGE>

     new Deferral Notice not less than three Business Days prior
     to the Regular Record Date immediately preceding the previously scheduled
     Payment Resumption Date. The Company may elect to pay all interest then
     accrued and unpaid on the Securities, including Compounded Interest, on an
     Interest Payment Date prior to its most recently established Payment
     Resumption Date; PROVIDED that the Company gives the Holders of the
     Securities and the Trustee a new Deferral Notice setting forth the revised
     Payment Resumption Date at least three Business Days prior to the Regular
     Record Date for such revised Payment Resumption Date.

          (3)  The quarter in which any Deferral Notice is given pursuant to
     paragraph (2) hereof shall be counted as one of the 20 quarters permitted
     in the maximum Deferral Period permitted under paragraph (1) hereof.

6.14      SECTION   PAYING AGENT, SECURITY REGISTRAR AND CONVERSION AGENT.
The Trustee will initially act as Paying Agent, Security Registrar and
Conversion Agent.  The Company may change any Paying Agent, Security
Registrar, co-registrar or Conversion Agent without prior notice.  The
Company may appoint one or more co-registrars, one or more additional Paying
Agents, one or more additional Conversion Agents, and one or more additional
agents in addition to the Security Registrar to accept Securities for
transfer or exchange, it being understood that the registration of all such
transfers and exchanges will only be effected in the Security Register.  The
Company or any of its Affiliates may act in any such capacity.


7                                      ARTICLE

8                             SATISFACTION AND DISCHARGE

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

          (1)  either

               (A)  all Securities theretofore authenticated and delivered
          (other than (i) Securities which have been destroyed, lost or stolen
          and which have been replaced or paid as provided in Section 3.06 and
          (ii) Securities for whose payment money has theretofore been deposited
          in trust or segregated and held in trust by the Company and thereafter
          repaid to the Company or discharged from such trust, as provided in
          Section 10.03) have been delivered to the Trustee for cancellation; or


<PAGE>

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

                    (i)   have become due and payable, or

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

                    (iii) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

8.2       SECTION   APPLICATION OF TRUST MONEY.  Subject to the provisions of
the last paragraph of Section 10.03, all money deposited with the Trustee
pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and interest (and Additional Payments, if any) for whose payment
such money has been deposited with the Trustee.  All moneys deposited with the
Trustee pursuant to Section 4.01 (and held by it or any Paying Agent) for the
payment of Securities subsequently converted shall be returned to the Company
upon Company Request.

<PAGE>

9                                      ARTICLE

10                                     REMEDIES

10.1      SECTION   EVENTS OF DEFAULT.  "Event of Default," wherever used
herein, means any one of the following events that has occurred and is
continuing (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article XI or Article XII or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1)  default in the payment of any interest upon any Security,
     including any Additional Payments, when it becomes due and payable, and
     continuance of such default for a period of 30 days (subject to the
     deferral of any due date in the case of a Deferral Period); or

          (2)  default in the payment of the principal or premium, if any, of
     any Security when due, whether at its Maturity, upon redemption, by
     declaration of acceleration or otherwise; or

          (3)  default in the observation or performance in any material respect
     of any covenant of the Company in this Indenture (other than a covenant
     where a default in the performance of which or the breach of which is
     specifically dealt with elsewhere in this Section), and continuance of such
     default for a period of 60 days after there has been given, by registered
     or certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in aggregate outstanding principal
     amount of the Securities a written notice specifying such default and
     requiring it to be remedied; or

          (4)  failure by the Company to issue and deliver Common Stock upon an
     election to convert the Securities into Common Stock; or

          (5)  the entry of a decree or order by a court having jurisdiction in
     the premises adjudging the Company or any of its Significant Subsidiaries
     as bankrupt or insolvent, or approving as properly filed a petition seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company or any of its Significant Subsidiaries, as the case may be,
     under any applicable federal or state bankruptcy, insolvency,
     reorganization or other similar law, or appointing a receiver, liquidator,
     assignee, trustee, sequestrator (or other similar official) of the Company
     or any of its Significant Subsidiaries or of any substantial part of their
     respective property or ordering the winding up or liquidation of their
     respective affairs, and the continuance of any such decree or order
     unstayed and in effect for a period of 60 consecutive days; or

<PAGE>

          (6)  the institution by the Company or any of its Significant
     Subsidiaries of proceedings to be adjudicated a bankrupt or insolvent, or
     the consent by the Company or any such Significant Subsidiary to the
     institution of bankruptcy or insolvency proceedings against the Company or
     any such Significant Subsidiary, or the filing by the Company or any such
     Significant Subsidiary of a petition or answer or consent seeking
     reorganization or relief under any applicable federal or state bankruptcy,
     insolvency, reorganization or other similar law, or the consent by the
     Company or any such Significant Subsidiary to the filing of any such
     petition or to the appointment of a receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the Company or any
     such Significant Subsidiary or of any substantial part of any their
     respective property, or the making by any of them of an assignment for the
     benefit of creditors, or the admission by any of them in writing of its
     inability to pay its debts generally as they become due and its willingness
     to be adjudicated a bankrupt, or the taking of corporate action by the
     Company or any of its Significant Subsidiaries in furtherance of any such
     action; or

          (7)  the voluntary or involuntary dissolution, winding up or
     termination of the Trust, except in connection with (i) the distribution of
     Securities to Holders of Preferred Securities and Common Securities in
     liquidation or redemption of their interests in the Trust, (ii) the
     redemption of all of the outstanding Preferred Securities and Common
     Securities of the Trust or (iii) certain mergers, consolidations or
     amalgamations, each as permitted by the Declaration.

10.2      SECTION   ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.  If an
Event of Default occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Outstanding
Securities and any other amounts payable hereunder (including any Additional
Payments) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders); PROVIDED that, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities fail to declare the principal of all the
Securities to be immediately due and payable, the Holders of at least 25% in
aggregate liquidation amount of Preferred Securities then outstanding shall have
such right by a notice in writing to the Company and the Trustee, and upon any
such declaration, such principal and all accrued interest (and Additional
Payments, if any) shall become immediately due and payable.  The Holders of a
majority in aggregate principal amount of the Outstanding Securities may annul
such declaration and waive the default by written notice to the Company and the
Trustee if the Event of Default (other than the nonpayment of the principal of
these Securities which has become due solely by such acceleration) has been
cured or waived as provided in Section 5.13 and a sum sufficient to pay all
matured installments of interest (and Additional Payments, if any) and principal
of any Securities (and Additional Payments, if any) due otherwise than by
acceleration has been deposited with the Trustee.  Should the Holders of the
Securities fail to annul such declaration and waive such default, the Holders of
a majority in aggregate liquidation amount of the outstanding Preferred
Securities shall have such right.  Upon


<PAGE>

the effectiveness of any such declaration, such principal amount (or
specified amount) of and the accrued interest (including any Additional
Payments) on all the Securities shall then become immediately due and
payable; PROVIDED that the payment of principal and interest on, and all
other Obligations relating to, such Securities (including Additional
Payments) shall remain subordinated to the extent provided in Article XII.

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

10.3      SECTION   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.  The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest (including any Additional Payments) and,
to the extent that payment thereof shall be legally enforceable, interest on any
overdue principal and on any overdue interest accrued in accordance with the
terms hereof (including any Additional Payments), at the rate borne by the
Securities, and, in addition thereto, all amounts owing to the Trustee under
Section 6.07.

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

10.4      SECTION   TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding.  In particular, the Trustee
shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it, and any predecessor Trustee under Section 6.07.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization,

<PAGE>

arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

10.5      SECTION   TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of all the amounts owing to the Trustee and any predecessor
Trustee under Section 6.07, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

10.6      SECTION   APPLICATION OF MONEY COLLECTED.  Subject to Article XII, any
money collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest (including any
Additional Payments), upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST:  To the payment of all amounts due the Trustee and any
     predecessor Trustee under Section 6.07;

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

          THIRD:  The balance, if any, to the Person or Persons entitled
     thereto.

10.7      SECTION   LIMITATION ON SUITS.  Subject to Sections 5.08 and 5.16, no
Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

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

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

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

<PAGE>

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

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

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

10.8      SECTION   UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST AND CONVERT.  Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and (subject to Section
3.08) interest (including any Additional Payments) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to convert such Security in accordance
with Article XIII and to institute suit for the enforcement of any such payment
and right to convert, and such rights shall not be impaired without the consent
of such Holder.  If the Property Trustee is the sole Holder of the Securities,
any Holder of the Preferred Securities shall have the right to institute suit on
behalf of the Trust for the enforcement of any such payment and right to
convert.

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

10.10     SECTION   RIGHTS AND REMEDIES CUMULATIVE.  Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.07, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

10.11     SECTION   DELAY OR OMISSION NOT WAIVER.  No delay or omission of the
Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to

<PAGE>

the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.

10.12     SECTION   CONTROL BY HOLDERS.  The Holders of a majority in principal
amount of the Outstanding Securities shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee; PROVIDED,
that

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

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

10.13     SECTION   WAIVER OF PAST DEFAULTS.  Subject to Section 9.02 hereof,
the Holders of not less than a majority in principal amount of the Outstanding
Securities, or failing such action by the majority in principal amount of the
Outstanding Securities, the majority in aggregate liquidation amount of the
Preferred Securities, may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

          (1)  in the payment of the principal of, premium, if any, or interest
     (including any Additional Payments) on any Security (unless such default
     has been cured and a sum sufficient to pay all matured installments of
     interest (and Additional Payments, if any) and principal due otherwise than
     by acceleration has been deposited with the Trustee); or

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

PROVIDED, HOWEVER, that if the Securities are held by the Trust or the Property
Trustee, such waiver or modification of such waiver shall not be effective until
the Holders of a majority in aggregate liquidation amount of the outstanding
Preferred Securities shall have consented to such waiver or modification to such
waiver; PROVIDED FURTHER, that if the consent of the Holder of each Outstanding
Security is required, such waiver shall not be effective until each Holder of
the Trust Securities shall have consented to such waiver.

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

10.14     SECTION   UNDERTAKING FOR COSTS.  In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; PROVIDED, that neither this

<PAGE>

Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company or the Trustee or in any suit for the enforcement of the right to
receive the principal of and interest (and Additional Payments, if any) on any
Security or to convert any Security in accordance with Article XIII.

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

10.16     SECTION   ENFORCEMENT BY HOLDERS OF PREFERRED SECURITIES.
Notwithstanding anything to the contrary contained herein, but subject to
Article XII, if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest, Additional
Payments or principal on the Securities on the date such interest, Additional
Payments or principal is otherwise payable, the Company acknowledges that, in
such event, a Holder of Preferred Securities may institute a legal proceeding
directly for enforcement of payment to such Holder of the principal of, interest
or Additional Payments on the Securities having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the due date specified in the Securities.  The
Company may not amend this Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of all the Holders of Preferred
Securities.  Notwithstanding any payment made to such Holder of Preferred
Securities by the Company in connection with a Direct Action, the Company shall
remain obligated to pay the principal of and interest (and Additional Payments,
if any) on the Securities held by the Trust or the Property Trustee, and the
Company shall be subrogated to the rights of the Holders of such Preferred
Securities with respect to payments on the Preferred Securities to the extent of
any payments made by the Company to such Holders in any Direct Action.  The
Holders of Preferred Securities will not be able to exercise directly any other
remedy available to the Holders of the Securities.

11                                     ARTICLE

12                                   THE TRUSTEE

12.1      SECTION   CERTAIN DUTIES AND RESPONSIBILITIES.

          (1)   Except during the continuance of an Event of Default, 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.

<PAGE>

          (2)   In case an Event of Default has occurred and is continuing, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent person would exercise or use under the circumstances in the
     conduct of his own affairs.

          (3)   At the written direction of the Remarketing Agent, the Trustee
     shall (i) select the Primary Treasury Dealer to be a Reference Treasury
     Dealer and (ii) determine the Reference Treasury Dealer Quotations, both in
     accordance with the terms of the Remarketing Agreement.  In addition, if
     the Securities are no longer held by the Property Trustee, the Trustee
     shall act as Tender Agent in accordance with the provisions of the
     Remarketing Agreement.

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

12.2      SECTION   NOTICE OF DEFAULTS.  The Trustee shall give the Holders
notice of any default hereunder as and to the extent provided by the Trust
Indenture Act; PROVIDED, HOWEVER, that in the case of any default of the
character specified in Section 5.01(3), no such notice to Holders shall be given
until at least 30 days after the occurrence thereof.  For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

12.3      SECTION   CERTAIN RIGHTS OF TRUSTEE.  Subject to the provisions of
Section 6.01:

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

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

          (3)   whenever in the administration of this Indenture the Trustee
     shall deem it desirable that a matter be proved or established prior to
     taking, suffering or omitting any

<PAGE>

     action hereunder, the Trustee (unless other evidence be herein specifically
     prescribed) may, in the absence of bad faith on its part, rely upon an
     Officers' Certificate;

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

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

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

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

          (8)   the Trustee shall not be liable for any action taken, suffered,
     or omitted to be taken by it in good faith, without negligence or willful
     misconduct, and reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Indenture.

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

12.5      SECTION   MAY HOLD SECURITIES.  The Trustee, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may

<PAGE>

otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar, or such other agent.

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

12.7      SECTION   COMPENSATION AND REIMBURSEMENT.  The Company agrees:

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

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

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

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 6.07, except with respect to funds held in
trust for the benefit of the Holders of any particular Securities.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(5) or Section 5.01(6), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section shall survive the termination of this
Indenture.

12.8      SECTION   DISQUALIFICATION; CONFLICTING INTERESTS.  If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.

<PAGE>

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

12.10     SECTION   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (1)   No resignation or removal of the Trustee and no appointment of a
     successor Trustee pursuant to this Article shall become effective until the
     acceptance of appointment by the successor Trustee under Section 6.11.

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

          (3)   The Trustee may be removed at any time by Act of the Holders of
     a majority in principal amount of the Outstanding Securities, delivered to
     the Trustee and to the Company.  If an instrument of acceptance by a
     successor Trustee shall not have been delivered to the Trustee within 30
     days after the giving of such notice of removal or resignation, the
     resigning Trustee may petition any court of competent jurisdiction for the
     appointment of a successor Trustee.

          (4)  If at any time:

               (A)   the Trustee shall fail to comply with Section 6.08 after
          written request therefor by the Company or by any Holder who has been
          a bona fide Holder of a Security for at least six months; or

               (B)   the Trustee shall cease to be eligible under Section 6.09
          and shall fail to resign after written request therefor by the Company
          or by any such Holder; or

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

then, in any such case, (i) the Company may remove the Trustee, or (ii) subject
to Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf

<PAGE>

of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

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

          (6)   The Company shall give written notice of each resignation and
     each removal of the Trustee and each appointment of a successor Trustee to
     all Holders and the agent or representative for the holders of all Debt
     under the Credit Agreement in the manner provided in Section 1.06.  Each
     notice shall include the name of the successor Trustee and the address of
     its Corporate Trust Office.

12.11     SECTION   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; PROVIDED, that on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

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

12.12     SECTION   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any Person into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; PROVIDED such

<PAGE>

Person shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.  In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

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


13                                     ARTICLE

14                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

14.1      SECTION   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee

          (1)   semiannually, not later than March 15 and October 15 in each
     year, a list, in such form as the Trustee may reasonably require, of the
     names and addresses of the Holders as of a date not more than 15 days prior
     to the delivery thereof; and

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

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

14.2      SECTION   PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

          (1)   The Trustee shall preserve, in as current a form as is
     reasonably practicable, the names and addresses of Holders contained in the
     most recent list furnished to the Trustee as provided in Section 7.01 and
     the names and addresses of Holders received by the Trustee in its capacity
     as Security Registrar.  The Trustee may destroy any list furnished to it as
     provided in Section 7.01 upon receipt of a new list so furnished.

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

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

<PAGE>

14.3      SECTION   REPORTS BY TRUSTEE.

          (1)   Within 60 days after May 15 of each year, commencing May 15,
     2000, the Trustee shall transmit by first-class mail to Holders such
     reports concerning the Trustee and its actions under this Indenture as may
     be required pursuant to the Trust Indenture Act in the manner provided
     pursuant thereto.

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

14.4      SECTION   REPORTS BY COMPANY.  The Company shall file with the Trustee
and the Commission, and transmit to Holders, such information, documents and
other reports, and such summaries thereof, as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant to such
Trust Indenture Act; PROVIDED, that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

14.5      SECTION   TAX REPORTING.  The Company shall provide to the Trustee on
a timely basis such information as the Trustee requires to enable the Trustee to
prepare and file any form required to be submitted by the Company with the
Internal Revenue Service and the Holders relating to original issue discount,
including, without limitation, Form 1099-OID or any successor form.


15                                     ARTICLE

16               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

16.1      SECTION   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.  The
Company shall not consolidate with or merge with or into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person (other than a wholly owned Subsidiary of the Company), and no
Person shall consolidate with or merge with or into the Company or convey,
transfer or lease its properties and assets substantially as an entirety to the
Company, unless:

          (1)  in case the Company shall consolidate with or merge with or into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to

<PAGE>

     any Person, the Person formed by such consolidation or into which the
     Company is merged or the Person which acquires by conveyance, transfer or
     lease, such properties and assets substantially as an entirety shall be a
     corporation, limited liability company, partnership or trust, shall be
     organized and validly existing under the laws of the United States of
     America, any State thereof or the District of Columbia and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Trustee, in form reasonably satisfactory to the Trustee, the due and
     punctual payment of the principal of and interest (including any Additional
     Payments) on all the Securities and the performance or observance of every
     covenant of this Indenture on the part of the Company to be performed or
     observed and shall have provided for conversion rights in accordance with
     Article XIII;

          (2)  immediately after giving effect to such transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have happened and be continuing;

          (3)  if at the time any Preferred Securities are outstanding, such
     consolidation or merger or conveyance, transfer or lease of assets of the
     Company is permitted under, and does not give rise to any breach or
     violation of, the Declaration or the Guarantee; and

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

16.2      SECTION   SUCCESSOR SUBSTITUTED.  Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of all or substantially all the properties and assets of the
Company on a consolidated basis in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease to another
Person, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.


17                                     ARTICLE

18                             SUPPLEMENTAL INDENTURES

<PAGE>

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

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

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

          (3)  to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture which shall not be inconsistent with the provisions of
     this Indenture; PROVIDED, that such action pursuant to this clause (4)
     shall not materially adversely affect the interests of the Holders of the
     Securities or, so long as any of the Preferred Securities shall remain
     outstanding, the Holders of the Preferred Securities; or

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

          (5)  to make provision for transfer procedures, certification,
     book-entry provisions, the form of restricted securities legends, if any,
     to be placed on Securities, and all other matters required pursuant to
     Section 3.06(2) or otherwise necessary, desirable or appropriate in
     connection with the issuance of Securities to Holders of Preferred
     Securities in the event of a distribution of Securities by the Trust if a
     Tax Event or Investment Company Event occurs and is continuing.

<PAGE>

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

          (1)  extend the Stated Maturity of the principal of, or any
     installment of interest (including any Additional Payments) on, any
     Security, or reduce the principal amount thereof, or reduce the rate or
     extend the time for payment of interest thereon, or reduce any premium
     payable upon the redemption thereof, or change the place of payment where,
     or the coin or currency in which, any Security or interest or any
     Additional Payments thereon is payable, or impair the right to institute
     suit for the enforcement of any such payment on or after the Stated
     Maturity thereof (or, in the case of redemption, on or after the Redemption
     Date), or adversely affect the right to convert any Security as provided in
     Article XIII, or modify the provisions of this Indenture with respect to
     the subordination of the Securities in a manner adverse to the Holders,

          (2)  change the Reset Date,

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

          (4)  modify any of the provisions of this Section or Section 5.13,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Security affected thereby.

          Notwithstanding anything to the contrary in this Indenture or the
Declaration, if the Property Trustee is the sole holder of the Securities, so
long as any of the Preferred Securities remains outstanding, no amendment shall
be made that adversely affects the Holders of such Preferred Securities, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective, without
the prior consent of the Holders of the percentage of the aggregate stated
liquidation amount of such Preferred Securities then outstanding which is at
least equal to the percentage of aggregate stated principal amount of
Outstanding Securities as shall be required under this Indenture to effect any
such amendment, termination or waiver.

<PAGE>

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

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

18.4      SECTION   EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.  No
such supplemental indenture shall directly or indirectly modify the provisions
of Article XII in any manner which might terminate or impair the rights of the
Secured Debt pursuant to such subordination provisions.

18.5      SECTION   CONFORMITY WITH TRUST INDENTURE ACT.  Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

18.6      SECTION   REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall, if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture.  If the Company shall so determine, new Securities
so modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities.


19                                     ARTICLE

20                    COVENANTS; REPRESENTATIONS AND WARRANTIES

20.1      SECTION   PAYMENT OF PRINCIPAL AND INTEREST.  The Company will duly
and punctually pay the principal of, interest and Additional Payments, if any,
on the Securities in accordance with the terms of the Securities and this
Indenture.

20.2      SECTION   MAINTENANCE OF OFFICE OR AGENCY.  (a)  The Company will
maintain in New York, New York an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
transfer, exchange or conversion and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served.  The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency.  If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be

<PAGE>

made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

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

          Notwithstanding any other provision of this Indenture, payment with
respect to the Securities shall only take place in the Borough of Manhattan, The
City of New York, State of New York.

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

          Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of, interest or Additional Payments, if
any, on any Securities, deposit with a Paying Agent a sum sufficient to pay the
principal, interest or Additional Payments, if any, so becoming due, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

          The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

          The Company may, at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

<PAGE>

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, interest or
Additional Payments, if any, on any Security and remaining unclaimed for two
years after such principal, interest or Additional Payments, if any, has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of any
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease.

20.4      SECTION   STATEMENT BY OFFICERS AS TO DEFAULT.  The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the material terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

20.5      SECTION   LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES;
COVENANTS AS TO THE TRUST.

          (1)   If at such time (x) there shall have occurred and is continuing
     an Event of Default, (y) the Company shall be in default with respect to
     its payment of any obligations under the Guarantee or (z) the Company shall
     have given notice of its election to begin a Deferral Period as provided
     herein and shall not have rescinded such notice, or such Deferral Period,
     or any extension thereof, shall be continuing, the Company covenants that
     the Company shall not (i) declare or pay any dividends or distributions on,
     or redeem, purchase, acquire or make a liquidation payment with respect to,
     any of the Company's capital stock (which includes common and preferred
     stock) other than stock dividends or distributions which consist of stock
     of the same class as that on which the dividend or distribution is being
     paid, (ii) make any payment of principal, interest or premium, if any, on
     or repay or repurchase or redeem any debt securities of the Company that
     rank PARI PASSU with or junior in interest to the Securities or (iii) make
     any guarantee payments with respect to any guarantee by the Company of the
     debt securities of any Subsidiary of the Company if such guarantee
     expressly ranks PARI PASSU with or junior in interest to the Securities (in
     each case, other than (A) dividends or distributions in the Company's
     capital stock, (B) any declaration of a dividend in connection with the
     implementation of a stockholders' rights plan, or the issuance of stock
     under any such plan in the future, or the redemption or repurchase of any
     such rights pursuant thereto, (C) payments under the Guarantee or the
     Common Securities Guarantee, (D) purchases or acquisitions of shares of
     Common Stock in connection with the satisfaction by the Company of its
     obligations under any employee benefit plan, the exercise of any repurchase
     rights under any employee benefit plan or any other contractual obligation
     of the Company (other than a contractual obligation ranking PARI PASSU with
     or junior in interest to the Securities), (E) the purchase of fractional
     shares resulting from a

<PAGE>

     reclassification of the Company's capital stock or the exchange or
     conversion of one class or series of the Company's capital stock for
     another class or series of the Company's capital stock or (F) the
     purchase of fractional interests in shares of the Company's capital stock
     pursuant to the conversion or exchange provisions of such capital stock or
     the security being converted or exchanged).

          (2)   The Company also covenants and agrees (i) that it shall directly
     or indirectly maintain 100% ownership of the Common Securities of the
     Trust; PROVIDED, HOWEVER, that any permitted successor of the Company
     hereunder may succeed to the Company's ownership of such Common Securities
     and (ii) that it shall use its reasonable efforts, consistent with the
     terms and provisions of the Declaration, to cause the Trust (x) to not be
     deemed an investment company, as defined under the Investment Company Act
     of 1940, as amended from time to time, or any successor legislation,
     required to be registered under such act, (y) to not be classified as an
     association taxable as a corporation for United States federal income tax
     purposes and (z) to otherwise continue to be classified as a grantor trust
     for United States federal income tax purposes.

20.6      SECTION   PAYMENT OF EXPENSES OF THE TRUST.  In connection with the
offering, sale and issuance of the Securities to the Property Trustee in
connection with the sale of the Trust Securities by the Trust, the Company
shall:

          (1)   pay for all costs, fees and expenses relating to the offering,
     sale and issuance of the Securities, including commissions to the Initial
     Purchasers payable pursuant to the Purchase Agreement and compensation of
     the Trustee under the Indenture in accordance with the provisions of
     Section 6.07 of the Indenture;

          (2)   be responsible for and pay for all debts and obligations (other
     than with respect to the Trust Securities) of the Trust, pay for all costs
     and expenses of the Trust (including, but not limited to, costs and
     expenses relating to the organization of the Trust, the offering, sale and
     issuance of the Trust Securities (including commissions to the Initial
     Purchasers in connection therewith), the fees and expenses of the Property
     Trustee and the Delaware Trustee, the costs and expenses relating to the
     operation of the Trust, including, without limitation, costs and expenses
     of accountants, attorneys, statistical or bookkeeping services, expenses
     for printing and engraving and computing or accounting equipment, paying
     agent(s), registrar(s), transfer agent(s), duplicating, travel and
     telephone and other telecommunications expenses and costs and expenses
     incurred in connection with the acquisition, financing, and disposition of
     Trust assets); and

          (3)   pay any and all taxes (other than United States withholding
     taxes attributable to the Trust or its assets) and all liabilities, costs
     and expenses with respect to such taxes of the Trust.

20.7      SECTION   REGISTRATION RIGHTS.  The holders of the Preferred
Securities, the Securities, the Guarantee and the shares of Common Stock of the
Company issuable upon

<PAGE>

conversion of the Securities (collectively, the "Registrable Securities") are
entitled to the benefits of a Registration Rights Agreement, dated as of
February 9, 2000, among the Company, the Trust and the Initial Purchasers
(the "Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement the Company and the Trust have agreed for the benefit of the
holders of the Registrable Securities that (i) they will, at the Company's
sole expense, prior to April 24, 2000, file a shelf registration statement
(the "Shelf Registration Statement") with the Commission with respect to
resales of the Registrable Securities, (ii) they will use their best efforts
to cause such Shelf Registration Statement to be declared effective under the
Securities Act prior to July 8, 2000 and (iii) they will use their best
efforts to maintain such Shelf Registration Statement continuously effective
under the Securities Act (subject to certain exceptions under the
Registration Rights Agreement) until the second anniversary of the
effectiveness of the Shelf Registration Statement or such other period as
shall be required under Rule 144(k) thereunder or any successor rule or
regulation thereto or such earlier date as is provided in the Registration
Rights Agreement. If the Company fails to comply with either of clauses (ii)
or (iii) above, subject to certain exceptions provided in the Registration
Rights Agreement, (a "Registration Default") then, at such time, the
Applicable Rate will increase by 50 basis points (0.50%). Such increase will
remain in effect 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, on which date the interest rate on the Securities
will decrease by 50 basis points (0.50%).

20.8      SECTION   [Reserved]

20.9      SECTION   REPURCHASE OF SECURITIES UPON THE FAILURE TO CONSUMMATE THE
ACQUISITION.

          (1)   In the event that the acquisition of Advanced Communication
     Systems, Inc., a Delaware corporation ("ACS") pursuant to the Agreement and
     Plan of Merger by and among the Company, ACS and A T Acquisition Corp., a
     Delaware corporation, dated as of December 9, 1999, is not consummated by
     March 31, 2000, the Company shall offer to purchase and, as set forth in
     Article XV of the Declaration, the Trust shall accept such offer and agree
     to sell the Securities (the "Repurchased Securities") held by it in an
     amount equal to the total price to be paid by the Trust for the Trust
     Securities tendered by the Holders thereof to the Trust pursuant to Article
     XV of the Declaration, in an amount not to exceed 50% of the aggregate
     liquidation amount of each of the Preferred Securities and the Common
     Securities, at a purchase price (the "Repurchased Securities Purchase
     Price") equal to 102.5% of the principal amount of the Securities to be
     repurchased, plus accrued and unpaid interest thereon, if any, to the date
     of the repurchase of the Securities (the "Repurchase Payment Date");

          (2)  On the Repurchase Payment Date, the Company shall pay to the
     Trust by wire transfer the Repurchased Securities Purchase Price in
     exchange for the Repurchased Securities and such Repurchased Securities
     shall cease to be outstanding on that date.

21                                     ARTICLE

22                             REDEMPTION OF SECURITIES

<PAGE>

22.1      SECTION   OPTIONAL REDEMPTION.

          (1)   The Company shall have the right to redeem the Securities (an
     "Optional Redemption") (i) in whole or in part, at any time or from time to
     time, prior to the Reset Date but on or after February 20, 2003 until (but
     excluding) the Tender Notification Date, at a Redemption Price (the
     "Initial Redemption Price") equal to the prices per $50 principal amount of
     Securities set forth in the following table, plus accrued and unpaid
     interest, including Additional Payments, if any, to the Redemption Date, if
     redeemed during the 12-month period up to but excluding February 20:

<TABLE>
<CAPTION>
                                                           Price Per $50
                                                             Principal
                                                 Year         Amount
                                                 ----         ------
                                                 <S>       <C>
                                                 2004         $50.7188

                                                 2005         $50.0000
</TABLE>

(ii) after the Reset Date (except in the event of a Failed Final Remarketing),
in accordance with the Term Call Protections, if any, established in the
Remarketing; and (iii) in whole or in part, at any time on or after the third
anniversary of the Reset Date following a Failed Final Remarketing at a
redemption price equal to 100% of the then outstanding aggregate principal
amount of the Securities to be redeemed, plus accrued and unpaid interest
thereon (any Redemption Price so established in the Remarketing or as a result
of a Failed Final Remarketing, the "Term Redemption Price," and, together with
the Initial Redemption Price, an "Optional Redemption Price"); PROVIDED,
HOWEVER, that the Company shall not be permitted to redeem any Securities
pursuant to this Section 11.01(1) during any Deferral Period.

          (2)   If the Company desires to consummate an Optional Redemption, it
     must cause to be sent, at its own expense, notice of such intent (an
     "Optional Redemption Notice"), via first-class mail, postage prepaid, to
     each Holder of Securities (and, if the Preferred Securities are still
     outstanding, to each Holder of the corresponding Preferred Securities) to
     be redeemed, at such Holder's address appearing in the Security Register
     and the List of Holders, if applicable, which Optional Redemption Notice
     shall comply with Section 11.06 hereof.  Holders receiving an Optional
     Redemption Notice have the right, upon notification of the Trustee and the
     Conversion Agent prior to 5:00 p.m. New York City time on the Optional
     Redemption Date, to convert their Securities called for redemption into
     Company Common Stock at the Applicable Conversion Ratio prior to 5:00 p.m.
     New York City time on the Optional Redemption Date in compliance with
     Article XIII hereof.
          (3)   In the case of any Optional Redemption, the Company must notify
     the Trustee and the Property Trustee in writing of the Optional Redemption
     Date, the principal amount of Securities to be redeemed and provide a copy
     of the Optional Redemption Notice at least 20 days prior to sending the
     Optional Redemption Notice, or such shorter period as agreed to by the
     Trustee and Property Trustee in writing.

<PAGE>

22.2      SECTION   [Reserved]

22.3      SECTION   TAX EVENT REDEMPTION.

          (1)   If a Tax Event has occurred and is continuing and:

               (A)   the Company has received a Redemption Tax Opinion; or

               (B)   the Issuer Trustees shall have been informed by nationally
          recognized independent tax counsel (reasonably acceptable to the
          Issuer Trustees) experienced in such matters that a No Recognition
          Opinion cannot be delivered,

then the Company shall have the right upon not less than 30 days nor more than
60 days notice to the Holders of the Securities and within 90 days following the
occurrence and continuation of the applicable Tax Event (the "90 Day Period") to
redeem the Securities in whole, but not in part, for cash at $50 per $50
principal amount of the Securities plus accrued and unpaid interest, including
Additional Payments, if any, to the Redemption Date; PROVIDED, HOWEVER, that if,
at the time there is available to the Company or the Trust the opportunity to
eliminate, within the 90 Day Period, the applicable Tax Event by taking some
ministerial action, including, but not limited to, filing a form or making an
election, or pursuing some other similar reasonable measure which, in the sole
judgment of the Company, will have no adverse effect on the Company, the Trust
or the Holders of the Preferred Securities and will involve no material cost,
then the Company or the Trust shall pursue such ministerial action or other
measure in lieu of redemption; and PROVIDED FURTHER that the Company shall have
no right to redeem the Securities while the Trust is pursuing any ministerial
action or other similar measure pursuant to its obligations under the
Declaration.

          (2)   In the event that the Company redeems the Securities pursuant to
     Section 11.03(1), Holders shall have the right upon notification of the
     Trustee and the Conversion Agent, to convert their Securities or Preferred
     Securities, if applicable, into Common Stock at the Applicable Conversion
     Ratio prior to 5:00 p.m., New York City time, on the applicable Redemption
     Date.

          (3)   If the Company opts not to redeem the Securities pursuant to
     this Section 11.03, the Company shall be required to pay Additional Amounts
     in respect of the Securities pursuant to Section 3.01 for so long as (i) a
     Tax Event has occurred and is continuing and (ii) the Property Trustee is
     the sole Holder of the Securities.

22.4      SECTION   [Reserved]

22.5      SECTION   SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.  If less
than all the Securities are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee pro rata, from
the Outstanding Securities not previously called for redemption.  Such selection
method may provide for the selection for redemption of portions (equal to $50 or
any integral multiple thereof) of the principal amount of the Securities.

<PAGE>

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption as aforesaid and, in case of any
Securities selected for partial redemption as aforesaid, the principal amount
thereof to be redeemed.

          The provisions of the two preceding paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part.  In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall
relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has
been or is to be redeemed.

22.6      SECTION   NOTICE OF REDEMPTION.  Notice of redemption (other than
with respect to a redemption which is an Optional Redemption) shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at such Holder's address appearing in the Security Register.

          All notices of redemption (including, without limitation, Optional
Redemption Notices) given pursuant to this Article XI shall identify the
Securities to be redeemed (including, if relevant, "CUSIP" numbers) and shall
state:

          (1)  the Redemption Date,

          (2)  the Redemption Price,

          (3)  that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and that interest
     thereon will cease to accrue on and after said date,

          (4)  the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (5)  the date on which the right to convert the Securities to be
     redeemed will terminate and the places where such Securities may be
     surrendered for conversion.

          Notice of redemption of Securities to be redeemed at the election
of the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

22.7      SECTION   DEPOSIT OF REDEMPTION PRICE.  Prior to 10:00 a.m. New
York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying

<PAGE>

Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.03) an amount of money sufficient to
pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest (together with Additional Payments,
if any) on, all the Securities which are to be redeemed on that date.

          If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held
in trust for the redemption of such Security shall (subject to any right of
the Holder of such Security or any Predecessor Security to receive interest
as provided in the last paragraph of Section 3.08) be paid to the Company
upon Company Request or, if then held by the Company, shall be discharged
from such trust.

22.8      SECTION   SECURITIES PAYABLE ON REDEMPTION DATE.  Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest.  Upon surrender of any such Security
for redemption in accordance with said notice, such Security shall be paid by
the Company at the Redemption Price, together with accrued interest
(including Additional Payments, if any) to the Redemption Date; PROVIDED,
HOWEVER, that installments of interest whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to the terms and the
provisions of Section 3.08.

          If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Security.

22.9      SECTION   SECURITIES REDEEMED IN PART.

          (1)   In the event of any redemption in part, the Company shall not be
     required to (i) issue, register the transfer of or exchange any Security
     during a period beginning at the opening of business 15 days before the
     date of mailing of a notice of redemption of Securities selected for
     redemption and ending at the close of business on the day of such mailing
     and (ii) register the transfer of or exchange any Securities so selected
     for redemption, in whole or in part, except for the unredeemed portion of
     any Securities being redeemed in part.

          (2)   If a partial redemption of the Securities would result in the
     delisting of the Preferred Securities issued by the Trust from any national
     securities exchange or other organization on which the Preferred Securities
     are listed other than the Private Offerings, Resale and Trading through
     Automated Linkages Market, the Company shall not be permitted to effect
     such partial redemption and may only redeem the Securities in whole.

          (3)   Any Security which is to be redeemed only in part shall be
     surrendered at a place of payment therefor (with, if the Company or the
     Trustee so requires, due endorsement by, or a written instrument of
     transfer in form satisfactory to the Company and the Trustee duly executed
     by, the Holder thereof or his attorney duly authorized in

<PAGE>

     writing), and the Company shall execute, and the Trustee shall
     authenticate and make available for delivery to the Holder of such
     Security without service charge, a new Security or Securities, of any
     authorized denomination as requested by such Holder, in aggregate principal
     amount equal to and in exchange for the unredeemed portion of the principal
     of the Security so surrendered.  If a Global Security is surrendered, such
     new Security will (subject to Section 3.06) also be a new Global Security.


23                                     ARTICLE

24                           SUBORDINATION OF SECURITIES

24.1      SECTION   AGREEMENT TO SUBORDINATE.  The Company covenants and
agrees, and each Holder of Securities by such Holder's acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article XII; and each Holder of a Security, whether
upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.  The payment by the Company of the
principal of, premium, if any, interest (including Additional Payments, if
any) and other Obligations with respect to all Securities issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full in cash of
principal of (and premium, if any), interest and all other Obligations with
respect only to all Secured Debt, whether outstanding at the date of this
Indenture or thereafter incurred; PROVIDED, HOWEVER, that no provision of
this Article XII shall prevent the occurrence of any default or Event of
Default hereunder.

24.2      SECTION   DEFAULT ON SECURED DEBT.  In the event and during the
continuation of any default by the Company in the payment of principal,
premium, if any, interest on or any other Obligation relating to, any Secured
Debt when the same becomes due and payable (a "payment default"), whether at
maturity or at a date fixed for prepayment or by declaration of acceleration
or otherwise, and such default continues beyond the period of grace, if any,
specified in the instrument evidencing such Secured Debt, then unless and
until such default shall have been cured or waived or shall have ceased to
exist or all Secured Debt and all Obligations relating thereto have been paid
in full in cash, no direct or indirect payment or distribution (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made with respect to the principal of (including redemption payments),
premium, if any, or interest on, or any other Obligation relating to, the
Securities or in respect of any redemption, repayment, retirement, purchase
or other acquisition of any of the Securities.  In addition, no such payment
or distribution shall be made or agreed to be made if the maturity of any
Secured Debt has been accelerated because of a default.

          In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 12.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to the holders of Secured
Debt, or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Secured Debt may have been
issued, as their respective interests may appear.

<PAGE>

24.3      SECTION   LIQUIDATION; DISSOLUTION; BANKRUPTCY.  Upon any direct or
indirect payment by or on behalf of the Company or direct or indirect
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, by set-off or otherwise, to creditors upon any
dissolution or winding up or liquidation or reorganization of the Company or
assignment for the benefit of creditors or marshaling of assets, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings, all amounts (including principal, premium, if any, and interest)
due or to become due upon all Secured Debt shall first be paid in full in
cash, or such payment thereof provided for in money in accordance with its
terms, before any payment or distribution is made on account of the principal
(and premium, if any), interest or any other Obligation relating to the
Securities; and upon any such dissolution or winding up or liquidation or
reorganization, any direct or indirect payment by the Company, or direct or
indirect payment or distribution (in cash, property, securities, by set-off
or otherwise) to which the Holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article XII, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the Holders of the
Securities or by the Trustee under this Indenture if received by them or it,
directly to the holders of Secured Debt (pro rata to such holders on the
basis of the respective amounts of Secured Debt held by such holders, as
calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Secured Debt may have been issued, as their respective
interests may appear, to the extent necessary to pay such Secured Debt in
full, in cash, after giving effect to any concurrent payment or distribution
to or for the holders of such Secured Debt, before any such payment or
distribution is made to the Holders of Securities or to the Trustee.

          In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, by set-off or otherwise, prohibited by the
foregoing, shall be received by the Trustee or the Holders of the Securities
before all Secured Debt is paid in full in cash, or provision is made for
such payment in cash in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over
or delivered to the holders of Secured Debt or their representative or
representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Secured Debt may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Secured Debt remaining unpaid to the extent
necessary to pay such Secured Debt in full in cash in accordance with its
terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Secured Debt.

          For purposes of this Article XII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XII with respect
to the Securities only to the payment of all Secured Debt which may at the time
be outstanding; PROVIDED, that (i) such Secured Debt is assumed by the new
corporation, if any,

<PAGE>

resulting from any such reorganization or readjustment, and (ii) the rights
of the holders of such Secured Debt are not, without the consent of such
holders, altered by such reorganization or readjustment.  The consolidation
of the Company with, or the merger of the Company with or into, another
Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of its properties and assets substantially as
an entirety to another Person upon the terms and conditions provided for in
Article VIII hereof shall not be deemed a dissolution, winding up,
liquidation or reorganization for the purposes of this Section 12.03 if such
other Person shall, as a part of such consolidation, merger, conveyance,
transfer or lease, comply with the conditions stated in Article VIII hereof.
Nothing in Section 12.02 or in this Section 12.03 shall apply to claims of,
or payments to, the Trustee under or pursuant to Section 6.07 hereof.

24.4      SECTION   SUBROGATION.  Subject to the payment in full in cash of
all Secured Debt, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of such Secured Debt to receive
payments or distributions of cash, property or securities of the Company, as
the case may be, applicable to such Secured Debt until the principal of (and
premium, if any) and interest on the Securities shall be paid in full; and,
for the purposes of such subrogation, no payments or distributions to the
holders of such Secured Debt of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XII, and no payment over pursuant to the
provisions of this Article XII, to or for the benefit of the holders of such
Secured Debt by Holders of the Securities or the Trustee, shall, as between
the Company, its creditors other than holders of Secured Debt, and the
Holders of the Securities, be deemed to be a payment by the Company to or on
account of such Secured Debt.  It is understood that the provisions of this
Article XII are and are intended solely for the purposes of defining the
relative rights of the Holders of the Securities, on the one hand, and the
holders of such Secured Debt on the other hand.

          Nothing contained in this Article XII or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Secured Debt, and the
Holders of the Securities, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Securities the principal of
(and premium, if any) and interest (including Additional Payments, if any) on
the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Securities and creditors of the Company, as the
case may be, other than the holders of Secured Debt, nor shall anything
herein or therein prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XII
of the holders of such Secured Debt in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of
any such remedy.

          Upon any payment or distribution of assets of the Company referred to
in this Article XII, the Trustee, subject to the provisions of Section 6.03, and
the Holders of the Securities, shall be entitled to rely upon any order or
decree made by any court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Holders of the

<PAGE>

Securities, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of the Secured Debt and other
indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article XII; PROVIDED that such
court, trustee, receiver, agent or other Person has been apprised of, or the
order, decree or certificate makes reference to, the provisions of this
Article.

24.5      SECTION   TRUSTEE TO EFFECTUATE SUBORDINATION.  Each Holder of
Securities by such Holder's acceptance thereof authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XII and
appoints the Trustee as such Holder's attorney-in-fact for any and all such
purposes.

24.6      SECTION   NOTICE BY THE COMPANY.  The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to
the Company which would prohibit the making of any payment of monies to or by
the Trustee in respect of the Securities pursuant to the provisions of this
Article XII.  Notwithstanding the provisions of this Article XII or any other
provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment
of monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XII, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof at the Corporate Trust
Office of the Trustee from the Company or a holder or holders of Secured Debt
or from any trustee therefor; and before the receipt of any such written
notice, the Trustee, subject to the provisions of Section 6.03 hereof, shall
be entitled in all respects to assume that no such facts exist; PROVIDED,
HOWEVER, that if the Trustee shall not have received the notice provided for
in this Section 12.06 at least two Business Days prior to the date upon which
by the terms hereof any money may become payable for any purpose (including,
without limitation, the payment of the principal of (and premium, if any) or
interest on any Security), then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive
such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary which may
be received by it within two Business Days prior to such date.

          The Trustee, subject to the provisions of Section 6.03, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Secured Debt (or a trustee on behalf
of such holder) to establish that such notice has been given by a holder of
such Secured Debt or a trustee on behalf of any such holder or holders.  In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Secured Debt
to participate in any payment or distribution pursuant to this Article XII,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Secured Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the right of such
Person under this Article XII, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment.

<PAGE>

24.7      SECTION   RIGHTS OF THE TRUSTEE; HOLDERS OF SECURED DEBT.  The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XII in respect of any Secured Debt at any time held by
it, to the same extent as any other holder of Secured Debt, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.

          With respect to the holders of Secured Debt of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of such Secured Debt shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to
owe any fiduciary duty to the holders of such Secured Debt and, subject to
the provisions of Section 6.03, the Trustee shall not be liable to any holder
of such Secured Debt if it shall pay over or deliver to Holders of
Securities, the Company or any other Person money or assets to which any
holder of such Secured Debt shall be entitled by virtue of this Article XII
or otherwise.

24.8      SECTION   SUBORDINATION MAY NOT BE IMPAIRED.

          (1)   No right of any present or future holder of any Secured Debt to
     enforce subordination as herein provided shall at any time in any way be
     prejudiced or impaired by any act or failure to act on the part of the
     Company or by any act or failure to act, in good faith, by any such holder,
     or by any noncompliance by the Company with the terms, provisions and
     covenants of this Indenture, regardless of any knowledge thereof which any
     such holder may have or otherwise be charged with.

          (2)   Without in any way limiting the generality of the foregoing
     paragraph, the holders of Secured Debt may, at any time and from time to
     time, without the consent of or notice to the Trustee or the Holders of the
     Securities, without incurring responsibility to the holders of the
     Securities and without impairing or releasing the subordination provided in
     this Article XII or the obligations hereunder of the Holders of the
     Securities to the holders of Secured Debt, do any one or more of the
     following:  (i) change the manner, place or terms of payment or extend the
     time of payment of, or renew or alter, such Secured Debt, or otherwise
     amend or supplement in any manner such Secured Debt or any instrument
     evidencing the same or any agreement under which such Secured Debt is
     outstanding; (ii) sell, exchange, release or otherwise deal with any
     property pledged, mortgaged or otherwise securing such Secured Debt; (iii)
     release any Person liable in any manner for the collection of such Secured
     Debt; and (iv) exercise or refrain from exercising any rights against the
     Company and any other Person.

          (3)   The subordination provisions of this Article XII shall continue
     to be effective or be reinstated, as the case may be, if at any time
     payment and performance of the Secured Debt is, pursuant to applicable law,
     avoided, recovered, or rescinded or must otherwise be restored or returned
     by any holder of Secured Debt, whether as a "voidable preference,"
     "fraudulent conveyance," "fraudulent transfer," or otherwise, all as though
     such payment or performance had not been made.

<PAGE>

          (4)   If, upon any proceeding referred to in Section 12.03, the
     Trustee does not file a claim in such proceeding prior to fifteen Business
     Days before the expiration of the time to file such claim, any Holder of
     the Securities, any Holder of Secured Debt or their respective agents may
     file such claim on behalf of the Holders of the Securities.

          (5)   The subordination provisions contained herein are solely for the
     benefit of the holders from time to time of Secured Debt and their
     representatives, assignees and beneficiaries and may not be rescinded,
     canceled, amended or modified in any way other than, as to any holder of
     Secured Debt, pursuant to an amendment or modification that is permitted by
     the documentation relating to the Secured Debt applicable to such holder.


25                                     ARTICLE

26                             CONVERSION OF SECURITIES

26.1      SECTION   CONVERSION RIGHTS.  Subject to and upon compliance with
the provisions of this Article, the Securities are convertible, at the option
of the Holders, at any time prior to 5:00 p.m., New York City time, on or
prior to the Tender Notification Date and, in the event of either a
Convertible Remarketing which does not fail or a Failed Final Remarketing, on
and after the Reset Date through February 15, 2030 (except that Securities
called for redemption by the Company shall be convertible at any time prior
to 5:00 p.m., New York City time, on any Redemption Date), into fully paid
and nonassessable shares of Common Stock of the Company.  On or prior to the
Tender Notification Date, each Security is initially convertible at the
option of the Holder into 1.0076 shares of Common Stock for each $50 in
aggregate principal amount of Securities (the "Initial Conversion Ratio")
(equal to an initial conversion price of $49.625 principal amount of
Securities per share of Common Stock (the "Initial Conversion Price")).  On
and after the Reset Date, the Securities may, at the option of the Trust and
subject to the results of the Remarketing, become nonconvertible or
convertible into a different number of shares of Common Stock, as determined
by the Remarketing Agent in accordance with the terms of the Remarketing
Agreement.  The conversion ratio and the equivalent conversion price in
effect at any given time are known as the "Applicable Conversion Ratio" and
the "Applicable Conversion Price," respectively, and are subject to
adjustment as described in this Article XIII.  A Holder of Securities may
convert any portion of the principal amount of the Securities into that
number of fully paid and nonassessable shares of Common Stock (calculated as
to each conversion to the nearest 1/100th of a share) obtained by dividing
the principal amount of the Securities to be converted by the Applicable
Conversion Price.  In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or portion so
called shall expie at the close of business on the corresponding Redemption
Date, unless the Company defaults in making the payment due upon redemption.

<PAGE>

26.2      SECTION   CONVERSION PROCEDURES.

          (1)   In order to convert all or a portion of the Securities, the
     Holder thereof shall deliver to the Conversion Agent an irrevocable Notice
     of Conversion setting forth the principal amount of Securities to be
     converted, together with the name or names, if other than the Holder, in
     which the shares of Common Stock should be issued upon conversion and, if
     such Securities are definitive Securities, surrender to the Conversion
     Agent the Securities to be converted, duly endorsed or assigned to the
     Company or in blank.  In addition, a Holder of Preferred Securities may
     exercise its right under the Declaration to convert such Preferred
     Securities into Common Stock by delivering to the Conversion Agent an
     irrevocable Notice of Conversion setting forth the information called for
     by the preceding sentence and directing the Conversion Agent (i) to
     exchange such Preferred Security for a portion of the Securities held by
     the Trust (at an exchange rate of $50 principal amount of Securities for
     each Preferred Security) and (ii) to immediately convert such Securities,
     on behalf of such Holder, into Common Stock of the Company pursuant to this
     Article XIII and, if such Preferred Securities are in definitive form,
     surrendering such Preferred Securities, duly endorsed or assigned to the
     Company or in blank.  So long as any Preferred Securities are outstanding,
     the Trust shall not convert any Securities except pursuant to a Notice of
     Conversion duly executed and delivered to the Conversion Agent by a Holder
     of Preferred Securities.

          If a Notice of Conversion is delivered on or after the Regular
Record Date and prior to the subsequent Interest Payment Date, the Holder
will be entitled to receive the interest payable on the subsequent Interest
Payment Date on the portion of Securities to be converted notwithstanding the
conversion thereof prior to such Interest Payment Date.  Except as otherwise
provided in the immediately preceding sentence, in the case of any Security
which is converted, interest whose Stated Maturity is after the date of
conversion of such Security shall not be payable, and the Company shall not
make nor be required to make any other payment, adjustment or allowance with
respect to accrued but unpaid interest on the Securities being converted,
which shall be deemed to be paid in full.  Each conversion shall be deemed to
have been effected immediately prior to the close of business on the day on
which the Notice of Conversion was received (the "Conversion Date") by the
Conversion Agent from the Holder or from a Holder of the Preferred Securities
effecting a conversion thereof pursuant to its conversion rights under the
Declaration, as the case may be.  The Person or Persons entitled to receive
the Common Stock issuable upon such conversion shall be treated for all
purposes as the record holder or holders of such Common Stock as of the
Conversion Date.  As promptly as practicable on or after the Conversion Date,
the Company shall issue and deliver at the office of the Conversion Agent,
unless otherwise directed by the Holder in the Notice of Conversion, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in
lieu of any fraction of any share to the Person or Persons entitled to
receive the same.  The Conversion Agent shall deliver such certificate or
certificates to such Person or Persons.

          (2)   Subject to the right of the Holder of such Security or any
     Predecessor Security to receive interest as provided in the last paragraph
     of Section 3.08 and the

<PAGE>

     second paragraph of clause (1) of Section 13.02, the Company's delivery
     upon conversion of the whole number of shares of Common Stock into which
     the Securities are convertible (together with the cash payment, if any,
     in lieu of fractional shares) shall be deemed to satisfy the Company's
     obligation to pay the principal amount at Maturity of the portion of
     Securities so converted and any unpaid interest (including Additional
     Payments) accrued on such Securities at the time of such conversion.

          (3)   No fractional shares of Common Stock will be issued as a result
     of conversion, but in lieu thereof, the Company shall pay to the Conversion
     Agent a cash adjustment in an amount equal to the same fraction of the
     Closing Price of such fractional interest on the date on which the
     Securities or Preferred Securities, as the case may be, were duly
     surrendered to the Conversion Agent for conversion, or, if such day is not
     a Trading Day, on the next Trading Day, and the Conversion Agent in turn
     will make such payment, if any, to the Holder of the Securities or the
     Holder of the Preferred Securities so converted.

          (4)   In the event of the conversion of any Security in part only, a
     new Security or Securities for the unconverted portion thereof will be
     issued in the name of the Holder thereof upon the cancellation thereof in
     accordance with Section 3.06.

          (5)   In effecting the conversion transactions described in this
     Section, the Conversion Agent is acting as agent of the Holders of
     Preferred Securities (in the exchange of Preferred Securities for
     Securities) and as agent of the Holders of Securities (in the conversion of
     Securities into Common Stock), as the case may be, directing it to effect
     such conversion transactions.  The Conversion Agent is hereby authorized
     (x) if the Trust exists, (i) to exchange Securities held by or on behalf of
     the Trust from time to time for Preferred Securities in connection with the
     conversion of such Preferred Securities in accordance with this Article
     XIII and (ii) to convert all or a portion of the Securities into Common
     Stock and thereupon to deliver such shares of Common Stock in accordance
     with the provisions of this Article XIII and to deliver to the Trust a new
     Security or Securities for any resulting unconverted principal amount and
     (y) if the Trust no longer exists (i) to exchange Securities held by the
     Holders in connection with the conversion of such Securities in accordance
     with this Article XIII and (ii) to convert all or a portion of the
     Securities into Common Stock and thereupon to deliver such shares of Common
     Stock in accordance with the provisions of this Article XIII and to deliver
     to such Holders a new Security or Securities for any resulting unconverted
     principal amount.

          (6)  All shares of Common Stock delivered upon any conversion of
     Restricted Securities shall bear a restrictive legend substantially in the
     form of the legend required to be set forth on such Securities and shall be
     subject to the restrictions on transfer provided in such legend and in
     Section 3.06(1) hereof.  Neither the Trustee nor the Conversion Agent shall
     have any responsibility for the inclusion or content of any such
     restrictive legend on such Common Stock; provided, however, that the
     Trustee or the Conversion Agent shall have provided to the Company or to
     the Company's transfer agent for such Common Stock, prior to or
     concurrently with a request to the Company to deliver to such

<PAGE>

     Conversion Agent certificates for such Common Stock, written notice that
     the Securities delivered for conversion are Restricted Securities.

26.3      SECTION   CONVERSION PRICE ADJUSTMENTS.  The Applicable Conversion
Price shall be subject to adjustment (without duplication) from time to time as
follows:

          (1)   In case the Company shall pay a dividend or make a distribution
     on the Common Stock exclusively in Common Stock, the Applicable Conversion
     Price in effect at the opening of business on the day following the date
     fixed for the determination of stockholders entitled to receive such
     dividend or other distribution shall be reduced by multiplying such
     Applicable Conversion Price by a fraction of which the numerator shall be
     the number of shares of Common Stock outstanding at the close of business
     on the date fixed for such determination and the denominator shall be the
     sum of such number of shares and the total number of shares constituting
     such dividend or other distribution, such reduction to become effective
     immediately after the opening of business on the day following the date
     fixed for such determination.  For the purposes of this subparagraph (1),
     the number of shares of Common Stock at any time outstanding shall not
     include shares held in the treasury of the Company.  In the event that such
     dividend or distribution is not so paid or made, the Applicable Conversion
     Price shall again be adjusted to be the Applicable Conversion Price which
     would then be in effect if such dividend or distribution had not occurred.

          (2)   In case the Company shall pay or make a dividend or other
     distribution on its Common Stock consisting exclusively of, or shall
     otherwise issue to all holders of its Common Stock, rights or warrants, in
     each case entitling the holders thereof to subscribe for or purchase shares
     of Common Stock at a price per share less than the current market price per
     share (determined as provided in subparagraph (7)) of the Common Stock on
     the date fixed for the determination of stockholders entitled to receive
     such rights or warrants, the Applicable Conversion Price in effect at the
     opening of business on the day following the date fixed for such
     determination shall be reduced by multiplying such Applicable Conversion
     Price by a fraction of which the numerator shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock which the
     aggregate of the offering price of the total number of shares of Common
     Stock so offered for subscription or purchase would purchase at such
     current market price and the denominator shall be the number of shares of
     Common Stock outstanding at the close of business on the date fixed for
     such determination plus the number of shares of Common Stock so offered for
     subscription or purchase, such reduction to become effective immediately
     after the opening of business on the day following the date fixed for such
     determination.  To the extent that rights or warrants are not so issued or
     shares of Common Stock are not so delivered after the expiration of such
     rights or warrants, the Applicable Conversion Price shall be readjusted to
     the Applicable Conversion Price which would then be in effect if such date
     fixed for the determination of stockholders entitled to receive such rights
     or warrants that were not issued or expired without being exercised had not
     been fixed.  For

<PAGE>

     the purposes of this subparagraph (2), the number of shares of Common Stock
     at any time outstanding shall not include shares held in the treasury of
     the Company.

          (3)   In case outstanding shares of Common Stock shall be subdivided
     into a greater number of shares of Common Stock, the Applicable Conversion
     Price in effect at the opening of business on the day following the day
     upon which such subdivision becomes effective shall be proportionately
     reduced and, conversely, in case outstanding shares of Common Stock shall
     each be combined into a smaller number of shares of Common Stock, the
     Applicable Conversion Price in effect at the opening of business on the day
     following the day upon which such combination becomes effective shall be
     proportionately increased, such reduction or increase, as the case may be,
     to become effective immediately after the opening of business on the day
     following the day upon which such subdivision or combination becomes
     effective.

          (4)   Subject to the last sentence of this subparagraph (4), in case
     the Company shall, by dividend or otherwise, distribute to all holders of
     its Common Stock evidences of its indebtedness, shares of any class or
     series of capital stock, cash or assets (including securities, but
     excluding any rights or warrants referred to in subparagraph (2) of this
     Section 13.03, any dividend or distribution paid exclusively in cash and
     any dividend or distribution referred to in subparagraph (1) of this
     Section 13.03), the Applicable Conversion Price shall be reduced so that
     the same shall equal the price determined by multiplying the Applicable
     Conversion Price in effect immediately prior to the effectiveness of the
     Applicable Conversion Price reduction contemplated by this subparagraph (4)
     by a fraction of which the numerator shall be the current market price per
     share (determined as provided in subparagraph (7) of this Section 13.03) of
     the Common Stock on the date fixed for the determination of stockholders
     entitled to receive such distribution (the "Reference Date") less the fair
     market value (as determined in good faith by the Board of Directors, whose
     determination shall be conclusive and described in a resolution of the
     Board of Directors), on the Reference Date, of the portion of the evidences
     of indebtedness, securities, shares of capital stock, cash and assets so
     distributed applicable to one share of Common Stock and the denominator
     shall be such current market price per share of the Common Stock, such
     reduction to become effective immediately prior to the opening of business
     on the day following the Reference Date.  In the event that such dividend
     or distribution is not so paid or made, the Applicable Conversion Price
     shall again be adjusted to be the Applicable Conversion Price which would
     then be in effect if such dividend or distribution had not occurred.  For
     purposes of this subparagraph (4), any dividend or distribution that
     includes shares of Common Stock or rights or warrants to subscribe for or
     purchase hares of Common Stock shall be deemed instead to be (A) a dividend
     or distribution of the evidences of indebtedness, securities, shares of
     capital stock, cash or assets other than such shares of Common Stock or
     such rights or warrants (making any Applicable Conversion Price reduction
     required by this subparagraph (4)) immediately followed by (B) a dividend
     or distribution of such shares of Common Stock or such rights or warrants
     (making any further Applicable Conversion Price reduction required by
     subparagraph (1) or (2)  of this Section 13.03),

<PAGE>

     except any shares of Common Stock included in such dividend or distribution
     shall not be deemed "outstanding at the close of business on the date fixed
     for such determination" within the meaning of subparagraph (1) of this
     Section 13.03.

          (5)   In case the Company shall pay or make a dividend or other
     distribution on its Common Stock exclusively in cash (excluding (x) cash
     dividends that do not exceed the per share amount of the smallest of the
     immediately four preceding quarterly cash dividends (as adjusted to
     appropriately reflect any of the events referred to in subparagraphs (1),
     (2), (3), (4), (5) and (6)), and (y) cash dividends, the per share amount
     of which, together with the aggregate per share amount of any other cash
     dividends paid within the 12 months preceding the date of payment of such
     cash dividends, does not exceed 12.5% of the current market price per share
     (determined as provided in subparagraph (7) of this Section 13.03) of the
     Common Stock on the Trading Day next preceding the date of declaration of
     such dividend), the Applicable Conversion Price shall be reduced so that
     the same shall equal the price determined by multiplying the Applicable
     Conversion Price in effect immediately prior to the effectiveness of the
     Applicable Conversion Price reduction contemplated by this subparagraph (5)
     by a fraction of which the numerator shall be the current market price per
     share (determined as provided in subparagraph (7) of this Section 13.03) of
     the Common Stock on the date fixed for the payment of such distribution
     less the amount of cash so distributed (and not excluded as provided above)
     applicable to one share of Common Stock and the denominator shall be such
     current market price per share of the Common Stock, such reduction to
     become effective immediately prior to the opening of business on the day
     following the date fixed for the payment of such distribution; PROVIDED,
     HOWEVER, that in the event the portion of the cash so distributed
     applicable to one share of Common Stock is equal to or greater than the
     current market price per share (as defined in subparagraph (7) of this
     Section 13.03) of the Common Stock on the record date mentioned above, in
     lieu of the foregoing adjustment, adequate provision shall be made so that
     each Holder of Securities shall have the right to receive upon conversion
     the amount of cash such Holder would have received had such Holder
     converted each Security immediately prior to the record date for the
     distribution of the cash.  In the event that such dividend or distribution
     is not so paid or made, the Applicable Conversion Price shall again be
     adjusted to be the Applicable Conversion Price which would then be in
     effect if such record date had not been fixed.

          (6)   In case a tender or exchange offer (other than an odd-lot offer)
     made by the Company or any Subsidiary of the Company for all or any portion
     of the Company's Common Stock shall expire and such tender or exchange
     offer shall involve the payment by the Company or such Subsidiary of
     consideration per share of Common Stock having a fair market value (as
     determined in good faith by the Board of Directors, whose determination
     shall be conclusive and described in a resolution of the Board of
     Directors) at the last time (the "Expiration Time") tenders or exchanges
     may be made pursuant to such tender or exchange offer (as it shall have
     been amended) that exceeds 110% of the current market price per share
     (determined as provided in subparagraph (7) of this

<PAGE>

     Section 13.03) of the Common Stock on the Trading Day next succeeding
     the Expiration Time, the Applicable Conversion Price shall be reduced so
     that the same shall equal the price determined by multiplying the
     Applicable Conversion Price in effect immediately prior to the
     effectiveness of the Applicable Conversion Price reduction contemplated
     by this subparagraph (6) by a fraction of which the numerator shall be
     the number of shares of Common Stock outstanding (including any tendered
     or exchanged shares) at the Expiration Time multiplied by the current
     market price per share (determined as provided in subparagraph (7) of
     this Section 13.03) of the Common Stock on the Trading Day next
     succeeding the Expiration Time and the denominator shall be the sum of
     (x) the fair market value (determined as aforesaid) of the aggregate
     consideration payable to stockholders based on the acceptance (up to any
     maximum specified in the terms of the tender or exchange offer) of all
     shares validly tendered or exchanged and not withdrawn as of the
     Expiration Time (the shares deemed so accepted, up to any such maximum,
     being referred to as the "Purchased Shares") and (y) the product of the
     number of shares of Common Stock outstanding (less any Purchased Shares)
     at the Expiration Time and the current market price per share
     (determined as provided i subparagraph (7) of this Section 13.03) of the
     Common Stock on the Trading Day next succeeding the Expiration Time,
     such reduction to become effective immediately prior to the opening of
     business on the day following the Expiration Time.

          (7)   For the purpose of any computation under subparagraphs (2), (4),
     (5) and (6) of this Section 13.03, the current market price per share of
     Common Stock on any date in question shall be deemed to be the average of
     the daily Closing Prices for the ten consecutive Trading Days prior to the
     earlier of the day in question and, if applicable, the day before the "ex"
     date (as hereinafter defined) with respect to the issuance or distribution
     requiring such computation; PROVIDED, HOWEVER, that if the day in question
     or the "ex" date for any event (other than the issuance or distribution
     requiring such computation) that requires an adjustment to the Applicable
     Conversion Price pursuant to Section 13.03 (2), (4), (5) or (6) occurs
     during such 10 consecutive Trading Days, the Closing Price for each Trading
     Day prior to such date for such other event shall be adjusted by
     multiplying such Closing Price by the same fraction by which the Applicable
     Conversion Price is so required to be adjusted as a result of such other
     event.  For purposes of this subparagraph (7), the term "ex" date (I) when
     used with respect to any issuance or distribution, means the first date on
     which the Common Stock trades regular way on the relevant exchange or in
     the relevant market from which the Closing Price was obtained without the
     right to receive such issuance or distribution, (II) when used with respect
     to any subdivision or combination of shares of Common Stock, means the
     first date on which the Common Stock trades regular way on such exchange or
     in such market after the time at which such subdivision or combination
     becomes effective and (III) when used with respect to any tender or
     exchange offer means the first date on which the Common Stock trades
     regular way on such exchange or in such market after the Expiration Time of
     such offer.  Notwithstanding the foregoing, whenever successive adjustments
     to the Applicable Conversion Price are called for pursuant to this Section
     13.03, such adjustments shall be made to the current market price as may be
     necessary or

<PAGE>

     appropriate to effectuate the intent of this Section 13.03 and to avoid
     unjust or inequitable results, as determined in good faith by the Board of
     Directors.

          (8)   The Company may make such reductions in the Applicable
     Conversion Price, in addition to those required by subparagraphs (1), (2),
     (3), (4), (5) and (6), as it considers to be advisable to avoid or diminish
     any income tax to holders of Common Stock or rights to purchase Common
     Stock resulting from any dividend or distribution of stock (or rights to
     acquire stock) or from any event treated as such for income tax purposes.

          (9)   No adjustment of the Applicable Conversion Price shall be made
     upon (a) the issuance of any shares of Common Stock pursuant to any present
     or future plan providing for the reinvestment of dividends or interest
     payable on securities of the Company and the investment of additional
     optional amounts in shares of Common Stock under that plan, (b) the
     issuance of any shares of Common Stock or options or rights to purchase
     such shares pursuant to any present or future employee, director or
     consultant benefit plan or program of the Company, (c) the issuance of any
     shares of Common Stock pursuant to any option, warrant, right, or
     exercisable, exchangeable or convertible security outstanding as of the
     date the Securities were first issued or (d) the repurchase of the
     Securities if the acquisition of ACS is not consummated by March 31, 2000,
     pursuant to Section 10.09.  There shall also be no adjustment of the
     Applicable Conversion Price in case of the issuance of any Common Stock (or
     securities convertible into or exchangeable for Common Stock), except as
     specifically described above.  Furthermore, no adjustment in the Applicable
     Conversion Price shall be required unless such adjustment would require an
     increase or decrease of at least 1% in the Applicable Conversion Price;
     PROVIDED, HOWEVER, that any adjustments which by reason of this
     subparagraph (9) are not required to be made shall be carried forward and
     taken into account in determining whether any subsequent adjustment shall
     be required.

26.4      SECTION   RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE OF ASSETS.
In the event that the Company shall be a party to any transaction (including
without limitation (a) any recapitalization or reclassification of the Common
Stock (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination
of the Common Stock), (b) any consolidation of the Company with, or merger of
the Company into, any other Person, or any merger of another Person into the
Company (other than a consolidation or merger which does not result in a
reclassification, conversion, exchange or cancellation of outstanding shares of
Common Stock of the Company), (c) any sale or transfer of all or substantially
all of the assets of the Company or (d) any compulsory share exchange) (each of
the events in the preceding clauses (a) through (d) being referred to as a
"Company Transaction"), in each case, as a result of which shares of Common
Stock shall be converted into the right to receive other securities, cash or
other property, then lawful provision shall be made as part of the terms of such
Company Transaction whereby the Holder of each Security then outstanding shall
have the right thereafter to convert such Security only into (i) in the case of
any such transaction other than a Common Stock Fundamental Change, the kind and
amount of

<PAGE>

securities, cash and other property receivable upon consummation of such
Company Transaction by a holder of the number of shares of Common Stock of
the Company into which such Security could have been converted immediately
prior to such Company Transaction, after giving effect to any adjustment in
the Applicable Conversion Price required by the provision of Sections
13.07(1)(A), and (B) in the case of a Company Transaction involving a Common
Stock Fundamental Change, common stock of the kind received by holders of
Common Stock as a result of such Common Stock Fundamental Change in an amount
determined pursuant to the provisions of Section 13.07(1)(B).  Holders of the
Securities shall have no votingrights with respect to any Company Transaction
described in this Section 13.04.

          The Company or the Person formed by such consolidation or resulting
from such merger or which acquired such assets or which acquires the
Company's shares, as the case may be, shall make provision in its certificate
or articles of incorporation or other constituent document to establish such
right.  Such certificate or articles of incorporation or other constituent
document shall provide for adjustments which, for events subsequent to the
effective date of such certificate or articles of incorporation or other
constituent document, shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Article XIII.  The above provisions
shall similarly apply to successive transactions of the foregoing type.

26.5      SECTION   NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.  Whenever the
Applicable Conversion Price is adjusted as herein provided:

          (1)   the Company shall compute the adjusted Applicable Conversion
     Price and shall prepare a certificate signed by the Chief Financial Officer
     or the Treasurer of the Company setting forth the adjusted Applicable
     Conversion Price and showing in reasonable detail the facts upon which such
     adjustment is based, and such certificate shall forthwith be filed with the
     Trustee, the Conversion Agent and the transfer agent for the Preferred
     Securities and the Securities; and

          (2)   a notice stating the Applicable Conversion Price has been
     adjusted and setting forth the adjusted Applicable Conversion Price shall
     as soon as practicable be mailed by the Company to all record Holders of
     Preferred Securities and the Securities at their last addresses as they
     appear upon the stock transfer books of the Company and the books and
     records of the Trust, respectively.

26.6      SECTION   PRIOR NOTICE OF CERTAIN EVENTS.  In case:

          (1)   the Company shall (A) declare any dividend (or any other
     distribution) on its Common Stock, other than (i) a dividend payable in
     shares of Common Stock or (ii) a dividend payable in cash that would not
     require an adjustment pursuant to Section 13.03(4) or (5) or (B) authorize
     a tender or exchange offer that would require an adjustment pursuant to
     Section 13.03(6);

          (2)   the Company shall authorize the granting to all holders of
     Common Stock of rights or warrants to subscribe for or purchase any shares
     of stock of any class or series or of any other rights or warrants;

<PAGE>

          (3)   of any reclassification of Common Stock (other than a
     subdivision or combination of the outstanding Common Stock, or a change in
     par value, or from par value to no par value, or from no par value to par
     value), or of any consolidation or merger to which the Company is a party
     and for which approval of any stockholders of the Company shall be
     required, or of the sale or transfer of all or substantially all of the
     assets of the Company or of any compulsory share exchange whereby the
     Common Stock is converted into other securities, cash or other property; or

          (4)  of the voluntary or involuntary dissolution, liquidation or
     winding up of the Company;

then the Company shall (a) if any Preferred Securities are outstanding, cause
to be filed with the transfer agent for the Preferred Securities, and shall
cause to be mailed to the Holders of record of the Preferred Securities, at
their last addresses as they shall appear upon the books and records of the
Trust or (b) if no Preferred Securities are outstanding, shall cause to be
mailed to all Holders at their last addresses as they shall appear in the
Security Register, at least fifteen days prior to the applicable record or
effective date hereinafter specified, a notice stating (x) the date on which
a record (if any) is to be taken for the purpose of such dividend,
distribution, rights or warrants or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution, rights or warrants are to be determined or (y) the
date on which such reclassification, consolidation, merger, sale, transfer,
share exchange, dissolution, liquidation or winding up is expected to become
effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock
for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

26.7      SECTION   ADJUSTMENTS IN CASE OF FUNDAMENTAL CHANGES.

          (1)   Notwithstanding any other provision in this Article XIII to the
     contrary, in the case of any Company Transaction involving a Fundamental
     Change, then the Applicable Conversion Price will be adjusted immediately
     after such Fundamental Change as follows:

               (A)   in the case of a Non-Stock Fundamental Change, the
          Applicable Conversion Price of the Securities shall thereupon become
          the lower of (i) the Applicable Conversion Price immediately prior to
          such Non-Stock Fundamental Change, but after giving effect to any
          other prior adjustments effected pursuant to this Article XIII, and
          (ii) the result obtained by multiplying the greater of the Relevant
          Price or the then applicable Reference Market Price by a fraction of
          which the numerator shall be $50 and the denominator shall be the
          then-current Optional Redemption Price or, on or prior to February 20,
          2003 and at any time after the Reset Date at which the Securities are
          not redeemable at the option of the Company, an amount per Security
          determined by the Company in its sole

<PAGE>

          discretion, after consultation with a nationally recognized investment
          banking firm, to be the equivalent of the hypothetical Redemption
          Price that would have been applicable if the Securities had been
          redeemable during such period (such fraction shall hereinafter be
          referred to as the "Optional Redemption Ratio") (such product shall
          hereinafter be referred to as the "Adjusted Relevant Price" or the
          "Adjusted Reference Market Price," as the case may be); and

               (B)   in the case of a Common Stock Fundamental Change, the
          Applicable Conversion Price of the Securities in effect immediately
          prior to such Common Stock Fundamental Change, but after giving effect
          to any other prior adjustments effected pursuant to this Article XIII,
          shall thereupon be adjusted by multiplying such Applicable Conversion
          Price by a fraction of which the numerator shall be the Purchaser
          Stock Price and the denominator shall be the Relevant Price; PROVIDED,
          HOWEVER, that in the event of a Common Stock Fundamental Change in
          which (i) 100% of the value of the consideration received by a holder
          of Common Stock is common stock of the successor, acquiror or other
          third party (and cash, if any, is paid only with respect to any
          fractional interests in such common stock resulting from such Common
          Stock Fundamental Change) and (ii) all of the Common Stock shall have
          been exchanged for, converted into or acquired for common stock (and
          cash with respect to fractional interests) of the successor, acquiror
          or other third party, the Applicable Conversion Price of the
          Securities in effect immediately prior to such Common Stock
          Fundamental Change shall thereupon be adjusted by multiplying such
          Applicable Conversion Price by a fraction of which the numerator shall
          be one and the denominator shall be the number of shares of common
          stock of the successor, acquiror, or other third party received by a
          stockholder for one share of Common Stock as a result of such Common
          Stock Fundamental Change.

          (2)   DEFINITIONS.  The following definitions shall apply to terms
     used in this Article XIII:

               (A)   "CLOSING PRICE" of any security on any day shall mean on
          any day the last reported sale price of such security on such day, or
          in case no sale takes place on such day, the average of the closing
          bid and asked prices in each case on the principal national securities
          exchange on which such securities are listed or admitted to trading
          or, if not listed or admitted to trading on any national securities
          exchange, on the NNM or, if such securities are not listed or admitted
          to trading on any national securities exchange or quoted on the NNM,
          the average of the closing bid and asked prices in the
          over-the-counter market as furnished by any New York Stock Exchange
          member firm selected by the Company for such purpose.

               (B)   "COMMON STOCK FUNDAMENTAL CHANGE" shall mean any
          Fundamental Change in which more than 50% of the value (as determined
          in good faith by the Board of Directors) of the consideration received
          by holders of Common Stock

<PAGE>

          consists of common stock that for each of the ten consecutive Trading
          Days immediately prior to and including the Entitlement Date has been
          admitted for listing or admitted for listing subject to notice of
          issuance on a national securities exchange or quoted on the NNM,
          PROVIDED, HOWEVER, that a Fundamental Change shall not be a Common
          Stock Fundamental Change unless either:

                    (i)  the Company continues to exist after the occurrence of
               the Fundamental Change and the outstanding Preferred Securities
               continue to remain outstanding without having been converted into
               another security; or

                    (ii)  not later than the occurrence of the Fundamental
               Change, the Outstanding Securities are converted into or
               exchanged for debentures of a corporation succeeding to the
               business of the Company, which debentures have terms
               substantially similar to the Securities.

               (C)   "ENTITLEMENT DATE" shall mean the record date for
          determination of the holders of Common Stock entitled to receive
          securities, cash or other property in connection with a Non-Stock
          Fundamental Change or a Common Stock Fundamental Change or, if there
          is no such record date, the date upon which holders of Common Stock
          shall have the right to receive such securities, cash or other
          property.

               (D)   "FUNDAMENTAL CHANGE" shall mean the occurrence of any
          transaction or event in connection with a Company Transaction pursuant
          to which all or substantially all of the Common Stock shall be
          exchanged for, converted into, acquired for or constitute solely the
          right to receive securities, cash or other property (whether by means
          of an exchange offer, liquidation, tender offer, consolidation,
          merger, combination, reclassification, recapitalization or otherwise);
          PROVIDED, HOWEVER, in the case of a Company Transaction involving more
          than one such transaction or event, for purposes of adjustment of the
          Applicable Conversion Price, such Fundamental Change shall be deemed
          to have occurred when substantially all of the Common Stock of the
          Company shall be exchanged for, converted into, or acquired for or
          constitute solely the right to receive securities, cash or other
          property, but the adjustment shall be based upon the highest weighted
          average of consideration per share that a holder of Common Stock could
          have received in such transactions or events as a result of which more
          than 50% of the Common Stock of the Company shall have been exchanged
          for, converted into, or acquired for or constitute solely the right to
          receive securities, cash or other property.

               (E)   "NON-STOCK FUNDAMENTAL CHANGE" shall mean any Fundamental
          Change other than a Common Stock Fundamental Change.

<PAGE>

               (F)   "PURCHASER STOCK PRICE" shall mean, with respect to any
          Common Stock Fundamental Change, the average of the daily Closing
          Prices of the common stock received in such Common Stock Fundamental
          Change for the ten (10) consecutive Trading Days prior to and
          including the Entitlement Date, as adjusted in good faith by the Board
          of Directors to appropriately reflect any of the events referred to in
          subparagraphs (1), (2), (3), (4), (5) and (6) of Section 13.03.

               (G)   "REFERENCE MARKET PRICE" shall initially mean on the date
          of original issuance of the Securities, $26.875 (which is an amount
          equal to 66b% of the last reported sale price for the Common Stock on
          the New York Stock Exchange Composite Tape on February 3, 2000) and,
          in the event of any adjustment to the Applicable Conversion Price from
          such date to (but excluding) the Reset Date, other than as a result of
          a Non-Stock Fundamental Change, the Reference Market Price shall also
          be adjusted so that the ratio of the Reference Market Price to the
          Applicable Conversion Price after giving effect to any such adjustment
          shall always be the same as the ratio of $26.875 to the Initial
          Conversion Price.  If the Securities are convertible into Common Stock
          on and after the Reset Date, the Reference Market Price on such date
          will be an amount equal to 66b% of the Closing Price of the Common
          Stock on the Reset Date  and, in the event of any adjustment to the
          Applicable Conversion Price from the Reset Date and thereafter, other
          than as a result of a Non-Stock Fundamental Change, the Reference
          Market Price shall also be adjusted so that the ratio of the Reference
          Market Price to the Applicable Conversion Price after giving effect to
          any such adjustment shall always be the same as the ratio of the
          Closing Price of the Common Stock on the Reset Date to the Term
          Conversion Price.

               (H)   "RELEVANT PRICE" shall mean (i) in the event of a Non-Stock
          Fundamental Change in which the holders of the Common Stock receive
          only cash, the amount of cash received by a stockholder for one share
          of Common Stock and (ii) in the event of any other Non-Stock
          Fundamental Change or any Common Stock Fundamental Change, the average
          of the daily Closing Prices of the Common Stock for the ten
          consecutive Trading Days prior to and including the Entitlement Date,
          in each case, as adjusted in good faith by the Company to
          appropriately reflect any of the events referred to in subparagraphs
          (1), (2), (3), (4), (5) and (6) of Section 13.03.

               (I)   "TRADING DAY" shall mean a day on which securities are
          traded on the national securities exchange or quotation system used to
          determine the Closing Price.

26.8      SECTION   DIVIDEND OR INTEREST REINVESTMENT PLANS.

          (1)   Notwithstanding the foregoing provisions, the issuance of any
     shares of Common Stock pursuant to any present or future plan providing for
     the reinvestment of dividends or interest payable on securities of the
     Company and the investment of

<PAGE>

     additional optional amounts in shares of Common Stock under any such plan,
     and the issuance of any shares of Common Stock or options or rights to
     purchase such shares pursuant to any present or future employee, director
     or consultant benefit plan or program of the Company or pursuant to any
     option, warrant, right or exercisable, exchangeable or convertible security
     outstanding as of the date the Securities were first issued, shall not be
     deemed to constitute an issuance of Common Stock or exercisable,
     exchangeable or convertible securities by the Company to which any of the
     adjustment provisions described above applies.

          (2)   There shall also be no adjustment of the Applicable Conversion
     Price in case of the issuance of any stock (or securities convertible into
     or exchangeable for stock) of the Company except as specifically described
     in this Article XIII.

26.9      SECTION   CERTAIN ADDITIONAL RIGHTS.  Notwithstanding any other
provision in Section 13.03 to the contrary, rights, warrants, evidences of
indebtedness, other securities, cash or other assets (including, without
limitation, any rights distributed pursuant to any stockholder rights plan)
shall be deemed not to have been distributed for purposes of this Article XIII
if the Company makes proper provision so that each Holder who converts a
Security (or any portion thereof) after the date fixed for determination of
stockholders entitled to receive such distribution shall be entitled to receive
upon such conversion, in addition to the shares of Common Stock issuable upon
such conversion, the amount and kind of such distributions that such Holder
would have been entitled to receive if such Holder had, immediately prior to
such determination date, converted such Security into Common Stock.

26.10          SECTION   RESTRICTIONS ON COMMON STOCK ISSUABLE UPON CONVERSION.
If shares of Common Stock to be issued upon conversion of a Security in respect
of Restricted Preferred Securities are to be registered in a name other than
that of the Holder of such Preferred Security, then the Person in whose name
such shares of Common Stock are to be registered must deliver to the Conversion
Agent a certificate satisfactory to the Company and signed by such Person, as to
compliance with the restrictions on transfer applicable to such Preferred
Security. Neither the Trustee nor any Conversion Agent or Registrar shall be
required to register in a name other than that of the Holder, shares of Common
Stock issued upon conversion of any such Security in respect of such Preferred
Securities not so accompanied by a properly completed certificate.

26.11          SECTION   TRUSTEE NOT RESPONSIBLE FOR DETERMINING CONVERSION
PRICE OR ADJUSTMENTS.  Neither the Trustee nor any Conversion Agent shall at any
time be under any duty or responsibility to any Holder of any Security to
determine whether any facts exist which may require any adjustment of the
Applicable Conversion Price, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same.  Neither
the Trustee nor any Conversion Agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and neither the Trustee nor any Conversion Agent
makes any representation with respect thereto.  Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment

<PAGE>

or to issue, transfer or deliver any shares of Common Stock or stock
certificates or other securities or property upon the surrender of any
Security for the purpose of conversion, or, except as expressly herein
provided, to comply with any of the covenants of the Company contained in
Article X or this Article XIII.

                              [Signature page follows.]

<PAGE>

          This Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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

                                  THE TITAN CORPORATION


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


                                  WILMINGTON TRUST COMPANY, as Trustee


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

<PAGE>

                                      EXHIBIT A

                                   FORM OF SECURITY

                              [FORM OF FACE OF SECURITY]

[Include if a Global Security:  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE
DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR A SECURITY REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO THE TITAN CORPORATION
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

          [Include Restricted Securities Legend if required under Section 2.02:

          THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY AND ANY COMMON STOCK
ISSUABLE UPON CONVERSION HEREOF 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 SECURITY AND ANY COMMON STOCK ISSUABLE UPON CONVERSION HEREOF
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE

                                       1
<PAGE>

TRANSFERRED, ONLY (i) 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, (ii) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iii) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.]



                               THE TITAN CORPORATION

                         Convertible Senior Subordinated
                                Debenture Due 2030

No.                                                 $
                                                           [CUSIP No.          ]

          THE TITAN CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called "the Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to         , or
registered assigns, the principal sum [indicated on Schedule A hereof](1)
[of         Dollars](2) ($         ) on February 15, 2030.




Interest Payment Dates:     February 15, May 15, August 15 and November 15,
                            commencing May 15, 2000

Regular Record Dates:       The close of business on the 1st day of each
                            February, May, August and November immediately
                            preceding the applicable Interest Payment Date

---------------
     (1)       Applicable to Global Securities only.

     (2)       Applicable to certificated Securities only.

                                       2
<PAGE>

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

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

          IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.

Dated:         ,

                                       THE TITAN CORPORATION


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







                                       3
<PAGE>

                             TRUSTEE'S CERTIFICATE
                               OF AUTHENTICATION

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


Dated:           ,                     Wilmington Trust Company,
                                        as Trustee


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





                                       4
<PAGE>

                        [FORM OF REVERSE OF SECURITY]

                             THE TITAN CORPORATION

                        Convertible Senior Subordinated
                            Debenture Due 2030(3)

          1.  INTEREST.  THE TITAN CORPORATION, a Delaware corporation (the
"Company"), is the issuer of this Convertible Senior Subordinated Debenture
Due 2030 (the "Security") limited in aggregate principal amount to
$206,185,600 (or up to $257,732,000 to the extent the over-allotment option
is exercised in full), issued under the Indenture hereinafter referred to.
The Company promises to pay interest on the Securities in cash from February
9, 2000 or from the most recent interest payment date to which interest has
been paid or duly provided for, quarterly (subject to deferral for up to 20
consecutive quarters as described in Section 3 hereof) in arrears on February
15, May 15, August 15 and November 15 of each year (each such date, an
"Interest Payment Date"), commencing May 15, 2000, at the Applicable Rate,
PLUS Additional Payments, if any, until the principal hereof shall have
become due and payable.  If the Reset Date is prior to the Regular Record
Date for the immediately following Interest Payment Date, then interest and
Additional Amounts, if any, accrued from and after the Reset Date to but
excluding the immediately following Interest Payment Date shall be paid on
such Interest Payment Date to the person in whose name each Security is
registered on the relevant Regular Record Date, subject to the right of the
Company to initiate a Deferral Period.  If the Reset Date is on or after the
Regular Record Date for the immediately following Interest Payment Date, then
(1) interest and Additional Amounts, if any, accrued from and after the
Regular Record Date to but excluding the Reset Date shall be paid on the
immediately following Interest Payment Date to the person in whose name each
Security is registered on the relevant Regular Record Date and (2) interest
and Additional Amounts, if any, accrued from and after the Reset Date to but
excluding the immediately following Interest Payment Date shall be paid on
the second Interest Payment Date immediately following the Reset Date to the
person in whose name each Security is registered on the relevant Regular
Record Date for such second Interest Payment Date, subject in each case to
the right of the Company to initiate a Deferral Period.  Prior to the Reset
Date, the Applicable Rate shall be 5.75% per annum.  On and after the Reset
Date, the Applicable Rate shall be the rate established by the Remarketing
Agent to be effective on the Reset Date.

          The amount of interest payable for any period will be computed on
the basis of twelve 30-day months and a 360-day year.  Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full quarterly period for which interest is computed, will be computed
on the basis of the actual number of days elapsed in such a 30-day

---------------
     (3)  All terms used in this Security which are defined in the Indenture
or in the Declaration referred to herein shall have the meanings assigned to
them in the Indenture or the Declaration, as the case may be.

                                       5
<PAGE>

month.  In the event that any date on which interest is payable on the
Securities is not a Business Day, then payment of interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date.  To the extent
lawful, the Company shall pay interest on overdue installments of interest
(without regard to any applicable grace period) at the rate borne by the
Securities, compounded quarterly.  Any interest paid on this Security shall
be increased to the extent necessary to pay Additional Amounts as set forth
in this Security.

          2.  ADDITIONAL AMOUNTS.  The Company shall pay to Titan Capital
Trust (and its permitted successors or assigns under the Declaration) (the
"Trust") such additional amounts as may be necessary in order that the amount
of dividends or other distributions then due and payable by the Trust on the
Preferred Securities that at any time remain outstanding in accordance with
the terms thereof shall not be reduced as a result of any additional taxes,
duties and other governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any other taxing authority.

          3.  EXTENSION OF INTEREST PAYMENT PERIOD.  So long as no Event of
Default has occurred and is continuing, the Company shall have the right, at
any time during the term of this Security, from time to time to defer
payments of interest by extending the interest payment period of such
Security for up to 20 consecutive quarters (a "Deferral Period"); PROVIDED
that no Deferral Period may extend beyond (i) the Maturity (whether at
February 15, 2030 or by declaration of acceleration, call for redemption or
otherwise) or (ii) in the case of a Deferral Period that begins prior to the
Reset Date, the Reset Date.  To the extent permitted by applicable law,
interest, the payment of which has been deferred because of the extension of
the interest payment period pursuant to Section 3.13 of the Indenture, will
bear interest thereon at the Applicable Rate compounded quarterly for each
quarter of the Deferral Period ("Compounded Interest").  On the applicable
Payment Resumption Date, the Company shall pay all interest then accrued and
unpaid on the Securities, including any Compounded Interest that shall be
payable to the Holders of the Securities in whose names the Securities are
registered in the Security Register on the record date fixed for such Payment
Resumption Date.  Before the termination of any Deferral Period, the Company
may further extend such period, provided that such period together with all
such further extensions thereof shall not exceed 20 consecutive quarters or
extend beyond (i) the Maturity (whether at February 15, 2030 or by
declaration of acceleration, call for redemption or otherwise) or (ii) in the
case of a Deferral Period that begins prior to the Reset Date, the Reset
Date.  Upon the termination of any Deferral Period and upon the payment of
all Compounded Interest and Additional Amounts (together, "Additional
Payments"), if any, then due, the Company may commence a new Deferral Period,
subject to the foregoing requirements.  No interest shall be due and payable
during a Deferral Period except on the applicable Payment Resumption Date.

          The Company shall give the Holder of the Security and the Trustee
written notice (a "Deferral Notice") of its selection of a Deferral Period at
least ten days prior to the record date

                                       6
<PAGE>

for any distributions that would have been payable on the Trust Securities
except for the decision to begin or extend such Deferral Period.  The Company
may elect to pay all interest then accrued and unpaid on the Securities,
including Compounded Interest, on an Interest Payment Date prior to its most
recently established Payment Resumption Date, PROVIDED that the Company gives
the Holder of the Security and the Trustee a new Deferral Notice setting
forth the revised Payment Resumption Date at least three Business Days prior
to the Regular Record Date for such revised Payment Resumption Date.

          The quarter in which any Deferral Notice is given pursuant to the
second paragraph of this Section 3 shall be counted as one of the 20 quarters
permitted in the maximum Deferral Period permitted under the first paragraph
of this Section 3.

          4.  METHOD OF PAYMENT.  The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, commencing on May
15, 2000, will, as provided in the Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest
installment, which shall be the close of business on the 1st day of February,
May, August and November, as applicable, immediately preceding each Interest
Payment Date, or such other Person as described herein or therein.  If the
Reset Date is prior to the Regular Record Date for the immediately following
Interest Payment Date, then interest and Additional Amounts, if any, accrued
from and after the Reset Date to but excluding the immediately following
Interest Payment Date shall be paid on such Interest Payment Date to the
person in whose name each Security is registered on the relevant Regular
Record Date, subject to the right of the Company to initiate a Deferral
Period.  If the Reset Date is on or after the Regular Record Date for the
immediately following Interest Payment Date, then (1) interest and Additional
Amounts, if any, accrued from and after the Regular Record Date to but
excluding the Reset Date shall be paid on the immediately following Interest
Payment Date to the person in whose name each Security is registered on the
relevant Regular Record Date and (2) interest and Additional Amounts, if any,
accrued from and after the Reset Date to but excluding the immediately
following Interest Payment Date shall be paid on the second Interest Payment
Date immediately following the Reset Date to the person in whose name each
Security is registered on the relevant Regular Record Date for such second
Interest Payment Date, subject in each case to the right of the Company to
initiate a Deferral Period.  Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities not less than ten days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture; PROVIDED that any such payment will be made
by wire transfer or check in such coin or currency of the United States of
America which at the time is a legal tender for payment of public and private
debts.

                                       7
<PAGE>

          Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
New York, New York, by wire transfer or check in such coin or currency of the
United States of America which at the time of payment is legal tender for
payment of public and private debts; PROVIDED, HOWEVER, that at any time that
the Property Trustee is not the sole Holder of the Securities, payment of
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer.

          5.  PAYING AGENT AND SECURITY REGISTRAR.  The Trustee will act as
Paying Agent, Security Registrar and Conversion Agent.  The Company may
change any Paying Agent, Security Registrar, co-registrar or Conversion Agent
without prior notice.  The Company or any of its Affiliates may act in any
such capacity.

          6.  INDENTURE.  The Company issued the Securities under an
indenture, dated as of February 9, 2000 (the "Indenture"), between the
Company and Wilmington Trust Company, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by the Trust
Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "Trust
Indenture Act") as in effect on the date of the Indenture.  The Securities
are subject to, and qualified by, all such terms, certain of which are
summarized hereon, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of such terms.  The Securities are unsecured
general obligations of the Company limited to $206,185,600 in aggregate
principal amount (or up to $257,732,000 to the extent the over-allotment
option is exercised in full) and subordinated in right of payment only to all
existing and future Secured Debt of the Company.  No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed or to convert this
Security as provided in the Indenture.

          7.  OPTIONAL REDEMPTION.  The Securities are redeemable at the
Company's option at any time and from time to time (an "Optional Redemption")
(i) in whole or in part, at any time or from time to time, prior to the Reset
Date but on or after February 20, 2003 until (but excluding) the Tender
Notification Date, at a Redemption Price (the "Initial Redemption Price")
equal to the prices per $50 principal amount of Securities set forth in the
table below, plus any accrued and unpaid interest, including Additional
Payments, if any, to the Redemption Date, if redeemed during the 12-month
period up to but excluding February 20:



                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                Price Per $50
                                                  Principal
                  Year                              Amount
                  ----                          -------------
<S>                                             <C>
                  2004  ...................        $50.7188

                  2005  ...................        $50.0000
</TABLE>

(ii) after the Reset Date (except in the event of a Failed Final
Remarketing), in accordance with the Term Call protections, if any,
established in connection with the Remarketing and (iii) in whole or in part,
at any time on or after the third anniversary of the Reset Date following a
Failed Final Remarketing at a redemption price equal to 100% of the then
outstanding aggregate principal amount of the Securities to be redeemed, plus
accrued and unpaid interest thereon; PROVIDED, HOWEVER, that the Company
shall not be permitted to redeem any Securities pursuant to this Section
during any Deferral Period.

          If the Company desires to consummate an Optional Redemption, it
must cause to be sent, at its own expense, notice of such intent (an
"Optional Redemption Notice"), via first-class mail, postage prepaid, to each
Holder of Securities to be redeemed, at such Holder's address appearing in
the Security Register.  Holders receiving an Optional Redemption Notice have
the right, upon notification of the Trustee and the Conversion Agent prior to
5:00 p.m. New York City time on the Optional Redemption Date, to convert
their Securities called for redemption into common stock of the Company, par
value $.01 per share ("Common Stock"), at the Applicable Conversion Ratio
prior to 5:00 p.m. New York City time on the Optional Redemption Date in
compliance with Article XIII of the Indenture.  "Optional Redemption Date"
means the date which is not less than 20, nor more than 60, days following
the date on which the Optional Redemption Notice is sent, as specified in the
Optional Redemption Notice (or if such date is not a Business Day, the next
succeeding Business Day).

          Securities in denominations larger than $50 may be redeemed in part
but only in integral multiples of $50.  In the event of a redemption of less
than all of the Securities, the Securities will be chosen for redemption by
the Trustee pro rata in accordance with the Indenture.  In the event of
redemption of this Security in part only, a new Security or Securities for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.  On and after the Redemption Date, interest
ceases to accrue on the Securities or portions of them called for redemption.

          8.   THE REMARKETING.  At least 30 Business Days but not more than
90 Business Days prior to February 15, 2005, the Company will cause a notice
to be sent to all Holders of Securities stating whether it intends to
remarket the Securities as Securities which will be convertible into Common
Stock or which will be nonconvertible.  All Securities will be deemed
tendered for remarketing unless the Holder thereof delivers irrevocable
notice to the contrary to the Tender Agent prior to 5:00 p.m., New York City
time on the Tender Notification Date (or, if such day is not a Business Day,
the next succeeding Business Day) (the "Tender Notification Date").  The
Remarketing Agent will establish, pursuant to the terms of the Remarketing

                                       9
<PAGE>

Agreement, the Term Provisions, including the Term Rate at which interest
will accrue on the Securities, to be effective beginning on the Reset Date.
A Holder of Securities that has not duly given notice that it will retain its
Securities will cease to have any further rights with respect to such
Securities upon the successful remarketing thereof, except the right of such
Holder to receive an amount equal to (i) from the proceeds of the
Remarketing, 101% of the aggregate principal amount of the Securities, plus
(ii) from the Company, any accrued but unpaid interest (including Additional
Payments, if any) to (but excluding) the Reset Date.  In the event of a
Failed Final Remarketing, the Remarketing Agent will set the Term Provisions
in accordance with the Remarketing Agreement.

          9.  OPTIONAL REDEMPTION UPON TAX EVENT.  Subject to the conditions
set forth in the Indenture, the Securities are subject to redemption in
whole, but not in part, if a Tax Event shall occur and be continuing, at any
time within 90 days following the occurrence of such Tax Event, at a
Redemption Price equal to $50 per $50 principal amount thereof, plus accrued
but unpaid interest, including Additional Payments, if any, to the Redemption
Date.

          In lieu of the foregoing, the Company shall also have the option of
causing the Securities to remain outstanding and pay Additional Amounts on
the Securities.

          10.  NOTICE OF REDEMPTION IN CONNECTION WITH A TAX EVENT.  In case
of a redemption in connection with a Tax Event, notice of redemption will be
mailed by first-class mail, postage prepaid, at least 30 days but not more
than 60 days before the Redemption Date to each Holder of the Securities to
be redeemed at such Holder's address appearing in the Security Register.

          11.  MANDATORY REDEMPTION.  The Securities will mature, and the
Company must redeem the securities in whole and not in part, on February 15,
2030 at a price equal to the aggregate principal amount thereof, plus accrued
and unpaid interest, including Additional Payments, if any, to the Redemption
Date.  The failure of the Company to redeem all Outstanding Securities on
February 15, 2030 shall constitute an Event of Default.

          12.  NO SINKING FUND.  There are no sinking fund payments with
respect to the Securities.

          13.  PAYMENT TO REGISTERED HOLDERS; CESSATION OF INTEREST ACCRUAL
UPON REDEMPTION.

          If this Security is redeemed subsequent to a Regular Record Date
with respect to any Interest Payment Date specified above and on or prior to
such Interest Payment Date, then any accrued interest (and Additional
Payments, if any) will be paid to the person in whose name this Security is
registered at the close of business on such record date.

          On or after the Redemption Date, interest will cease to accrue on
the Securities, or portion thereof, called for redemption.

                                       10
<PAGE>

          14.  SUBORDINATION.  The payment of the principal of, interest on
or any other amounts due on the Securities is subordinated in right of
payment only to all existing and future Secured Debt (as defined below) of
the Company, as described in the Indenture.  Each Holder, by accepting a
Security, agrees to such subordination and authorizes and directs the Trustee
on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

          "Secured Debt" means Debt under the Credit Agreement and any Debt
that by its terms is secured by any lien, pledge, charge, encumbrance,
mortgage, deed of trust, hypothecation, assignment or security interest with
respect to assets having or intended to have an aggregate fair market value
at the time of the grant thereof (in the judgment of the board of directors,
the chief financial officer or other responsible agent or officer of the
Company) not less than the amount of such Debt.

          15.  CONVERSION.  The Holder of any Security has the right,
exercisable at any time prior to 5:00 p.m., New York City time, on or prior
to the Tender Notification Date or, in the event of a Convertible Remarketing
or a Failed Final Remarketing, from and after the Reset Date through February
15, 2030 (except that Securities called for redemption by the Company will be
convertible at any time prior to 5:00 p.m., New York City time, on any
Redemption Date) to convert the principal amount thereof (or any portion
thereof that is an integral multiple of $50) into shares of Common Stock.  On
or prior to the Tender Notification Date, each Security is initially
convertible, at the option of the Holder into 1.0076 shares of Common Stock
for each $50 in aggregate principal amount of Securities (equivalent to an
initial conversion price of $49.625 per share of Common Stock).  On and after
the Reset Date, the Securities may, at the option of the Company and subject
to the results of the Remarketing, become nonconvertible or convertible into
a different number of shares of Common Stock.  The conversion ratio and
equivalent conversion price in effect at any time are known as the
"Applicable Conversion Price" and the "Applicable Conversion Ratio,"
respectively, and are subject to adjustment under certain circumstances.  If
a Security is called for redemption, the conversion right will terminate at
5:00 p.m., New York City time on the corresponding Redemption Date, unless
the Company defaults in making the payment due upon redemption.

          To convert a Security, a Holder must (1) complete and sign a
conversion notice substantially in the form attached hereto, (2) surrender
the Security (other than a Global Security) to a Conversion Agent, (3)
furnish appropriate endorsements or transfer documents if required by the
Security Registrar or Conversion Agent and (4) pay any transfer or similar
tax, if required.  Upon conversion, no adjustment or payment will be made for
interest or dividends, but if any Holder surrenders a Security for conversion
after the close of business on the Regular Record Date for the payment of an
installment of interest and prior to the opening of business on the next
Interest Payment Date, then, notwithstanding such conversion, the interest
payable on such Interest Payment Date will be paid to the registered Holder
of such Security on such Regular Record Date.  In such event, such Security,
when surrendered for conversion, need not be accompanied by payment of an
amount equal to the interest payable on such Interest Payment

                                       11
<PAGE>

Date on the portion so converted.  The number of shares issuable upon
conversion of a Security is determined by dividing the principal amount of
the Security converted by the Applicable Conversion Price in effect on the
Conversion Date.  No fractional shares will be issued upon conversion but a
cash adjustment will be made for any fractional interest.  The outstanding
principal amount of any Security shall be reduced by the portion of the
principal amount thereof converted into shares of Common Stock.

          16.  REGISTRATION RIGHTS.  The holders of the Preferred Securities,
the Securities, the Guarantee Agreement and the shares of Common Stock of the
Company issuable upon conversion of the Securities (collectively, the
"Registrable Securities") are entitled to the benefits of a Registration
Rights Agreement, dated as of February 9, 2000 among the Company, the Trust
and the Initial Purchasers (the "Registration Rights Agreement").  Pursuant
to the Registration Rights Agreement the Company and the Trust have agreed
for the benefit of the holders of the Registrable Securities that (i) they
will, at the Company's sole expense, prior to April 24, 2000, file a shelf
registration statement (the "Shelf Registration Statement") with the
Commission with respect to resales of the Registrable Securities, (ii) they
will use their best efforts to cause such Shelf Registration Statement to be
declared effective under the Securities Act prior to July 8, 2000, and (iii)
they will use their best efforts to maintain such Shelf Registration
Statement continuously effective under the Securities Act (subject to certain
exceptions under the Registration Rights Agreement) until the second
anniversary of the effectiveness of the Shelf Registration Statement or such
other period as shall be required under Rule 144(k) thereunder or any
successor rule or regulation thereto or such earlier date as is provided in
the Registration Rights Agreement. If the Company fails to comply with either
of clauses (i), (ii) or (iii) above, subject to certain exceptions provided
in the Registration Rights Agreement, (a "Registration Default") then, at
such time, the Applicable Rate will increase by 50 basis points (0.50%). Such
increase will remain in effect 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, on which date the interest rate on the
Securities will revert to the interest rate originally borne by the
Securities.

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

          The Securities are issuable only in registered form without coupons
in denominations of $50 and integral multiples thereof.  No service charge
shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.  Prior to due
presentment of this Security for registration of transfer, the Company, the
Trustee and any

                                       12
<PAGE>

agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.  In the event of
redemption or conversion of this Security in part only, a new Security or
Securities for the unredeemed or unconverted portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

          18.  PERSONS DEEMED OWNERS.  Except as provided in Section 3
hereof, the registered Holder of a Security may be treated as its owner for
all purposes.

          19.  UNCLAIMED MONEY.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent
shall pay the money back to the Company at its written request.  After that,
Holders of Securities entitled to the money must look to the Company for
payment and all liability of the Trustee and such Paying Agent with respect
to such money shall cease.

          20.  EVENTS OF DEFAULT AND REMEDIES.  The Securities shall have the
Events of Default as set forth in Section 5.01 of the Indenture.  Subject to
certain limitations in the Indenture, if an Event of Default occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least
25% in aggregate principal amount of the Outstanding Securities by notice to
the Company and the Trustee may declare all amounts payable on the Securities
(including any Additional Payments) to be due and payable immediately;
PROVIDED that, if upon an Event of Default, the Trustee or the Holders of not
less than 25% in aggregate principal amount of the then Outstanding
Securities fail to declare the principal of all the Securities to be
immediately due and payable, the Holders of at least 25% in aggregate
liquidation amount of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee, and upon any
such declaration such principal and all accrued interest (and Additional
Payments, if any) shall become immediately due and payable.  The Holders of a
majority in aggregate principal amount of the Outstanding Securities may
annul such declaration and waive the default by written notice to the
Property Trustee, the Company and the Trustee if the default (other than the
nonpayment of the principal of these Securities which has become due solely
by such acceleration) has been cured and a sum sufficient to pay all matured
installments of interest (and Additional Payments, if any) and principal due
otherwise than by acceleration has been deposited with the Trustee.  Should
the Holders of the Securities fail to annul such declaration and waive such
default, the Holders of a majority in aggregate liquidation amount of the
outstanding Preferred Securities shall have such right.  Upon the
effectiveness of any such declaration such principal amount (or specified
amount) of and the accrued interest (including any Additional Payments) on
all the Securities shall then become immediately due and payable; and
PROVIDED FURTHER that the payment of principal and interest on such
Securities shall remain subordinated only to the extent provided in the
Indenture.

          Holders may not enforce the Indenture or the Securities except as
provided in the Indenture.  Subject to certain limitations, Holders of a
majority in principal amount of the Outstanding Securities issued under the
Indenture may direct the Trustee in its exercise of any

                                       13
<PAGE>

trust or power.  The Company must furnish annually compliance certificates to
the Trustee.  The above description of Events of Default and remedies is
qualified by reference to, and subject in its entirety by, the more complete
description thereof contained in the Indenture.

          21.  AMENDMENTS, SUPPLEMENTS AND WAIVERS.  The Indenture permits,
subject to the rights of the Holders of Preferred Securities set forth
therein and in the Declaration and with certain other exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities
under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of not less than a majority in aggregate principal
amount of the Securities at the time Outstanding, on behalf of the Holders of
all the Securities, subject to the rights of the Holders of the Preferred
Securities set forth therein and in the Declaration, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon
this Security.  Notwithstanding anything to the contrary in the Indenture or
the Declaration, if the Property Trustee is the sole holder of the
Securities, so long as any of the Preferred Securities remains outstanding,
no amendment shall be made that adversely affects the Holders of such
Preferred Securities, and no termination of the Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under the
Indenture shall be effective, without the prior consent of the Holders of the
percentage of the aggregate stated liquidation amount of such Preferred
Securities then outstanding which is at least equal to the percentage of
aggregate stated principal amount of Outstanding Securities as shall be
required under the Indenture to effect any such amendment, termination or
waiver.  The above description of amendments, supplements and waivers is
qualified by reference to, and subject in its entirety by the more complete
description thereof contained in the Indenture.

          22.  TRUSTEE DEALINGS WITH THE COMPANY.  The Trustee, in its
individual or any other capacity may become the owner or pledgee of the
Securities and may otherwise deal with the Company or an Affiliate with the
same rights it would have, as if it were not a Trustee, subject to certain
limitations provided for in the Indenture and in the Trust Indenture Act.
Any Agent may do the same with like rights.

          23.  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 the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation.  Each Holder of the Securities by accepting a Security waives and
releases all such liability.  The waiver and release are part of the
consideration for the issue of the Securities.

                                       14
<PAGE>

          24.  GOVERNING LAW.  THIS INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK INCLUDING, WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW.

          25.  AUTHENTICATION.  The Securities shall not be valid until
authenticated by the manual signature of an authorized officer of the Trustee
or an authenticating agent.

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

          The Company will furnish to any Holder of the Securities upon
written request and without charge a copy of the Indenture.  Request may be
made to:

                          The Titan Corporation
                          3033 Science Park Road
                          San Diego, California 92121-1199


                                 ASSIGNMENT FORM

          To assign this Security, fill in the form below:

          (I) or (we) assign and transfer this Security to


-------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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


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


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

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

                    Your Signature:
                                    -------------------------------------------
                                       (Sign exactly as your name appears on
                                          the other side of this Security)


                                       15
<PAGE>

Date:
     ---------------------

                           Signature Guarantee:(4)
                                                   ----------------------------




---------------
     (4)  (Signature must be guaranteed by an "eligible guarantor
institution" that is, a bank, stockbroker, savings and loan association or
credit union meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition, to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.)


                                       16
<PAGE>

     [Include the following if the Security bears a Restricted Securities Legend

     In connection with any transfer of any of the Securities evidenced by
this certificate, the undersigned confirms that such Securities are being:

                       CHECK ONE BOX BELOW

          (1)  / /  exchanged for the undersigned's own account without
                    transfer; or

          (2)  / /  transferred pursuant to and in compliance with Rule 144A
                    under the Securities Act of 1933; or

          (3)  / /  transferred pursuant to and in compliance with Regulation S
                    under the Securities Act of 1933; or

          (4)  / /  transferred pursuant to another available exemption from the
                    registration requirements of the Securities Act of 1933; or

          (5)  / /  transferred pursuant to an effective registration statement
                    under the Securities Act.

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 (3)
or (4) is checked, the Trustee may 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.






                                       17
<PAGE>

                    Your Signature:
                                    -------------------------------------------
                                       (Sign exactly as your name appears on
                                          the other side of this Security)

Date:
     ---------------------

                           Signature Guarantee:(5)
                                                   ----------------------------





---------------
     (5)  (Signature must be guaranteed by an "eligible guarantor
institution" that is, a bank, stockbroker, savings and loan association or
credit union meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition, to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.)

                                       18
<PAGE>

           [TO BE COMPLETED BY PURCHASER IF (2) 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







                                       19
<PAGE>

                     (TO BE ATTACHED TO GLOBAL SECURITIES)

                                   SCHEDULE A

          The initial principal amount of this Global Security shall be $     .
The following increases or decreases in the principal amount of this Global
Security have been made:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
             Amount of increase in
             Principal Amount of this
             Global Security including  Amount of decrease in   Principal Amount of this   Signature of authorized
             upon exercise of over-     Principal Amount of     Global Security following  officer of Trustee or
 Date Made   allotment option           this Global Security    such decrease or increase  Securities Custodian
-------------------------------------------------------------------------------------------------------------------
<S>          <C>                        <C>                     <C>                        <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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</TABLE>

                                       20
<PAGE>

                              ELECTION TO CONVERT


To:  The Titan Corporation

          The undersigned owner of this Security hereby irrevocably exercises
the option to convert this Security, or the portion below designated, into
Common Stock of The Titan Corporation in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable
and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned,
unless a different name has been indicated in the assignment below.  If
shares are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto.

          Any Holder, upon the exercise of its conversion rights in
accordance with the terms of the Indenture and the Security, agrees to be
bound by the terms of the Registration Rights Agreement relating to the
Common Stock issuable upon conversion of the Securities.

Date:      ,

     in whole __
                                        Portions of Security to be converted
                                        ($50 or integral multiples thereof):
                                        $_________________


                                   Signature (for conversion only)


                                        Please Print or Typewrite Name and
                                        Address, Including Zip Code, and Social
                                        Security or Other Identifying Number


                           Signature Guarantee:(6)
                                                   ----------------------------


---------------
     (6)  (Signature must be guaranteed by an "eligible guarantor
institution" that is, a bank, stockbroker, savings and loan association or
credit union meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.)

                                       21
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE


To:  The Titan Corporation

          The undersigned owner of this Security hereby elects to have all or
any part of this Security purchased by the Company in accordance with the
Indenture referred to in this Security.  Pursuant to Section 10.09 of the
Indenture, the undersigned owner of this Security  hereby states the amount
he or she elects to have purchased:

$
 -----------------


Date:
      ----------------------


Signature:
           -------------------------------------

(Sign exactly as your name appears on the other side of this Preferred
Security Certificate)

Signature Guarantee:(7)


---------------
     (7)  (Signature must be guaranteed by an "eligible guarantor
institution" that is, a bank, stockbroker, savings and loan association or
credit union meeting the requirements of the Registrar, which requirements
include membership or participation in the Securities Transfer Agents
Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition, to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.)

                                       22
<PAGE>

                                    EXHIBIT B

                              REMARKETING AGREEMENT












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