<PAGE>

                                                                     EXHIBIT 4.2

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                          E*TRADE Group, Inc., Issuer



                             The Bank of New York,


                                  as Trustee


                                   INDENTURE

                         Dated as of February 1, 2000




                  6% Convertible Subordinated Notes due 2007


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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                                                          Page
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ARTICLE I - DEFINITIONS...............................................................................................       1

         Section 1.1 - Definitions....................................................................................       1

ARTICLE II - ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES........................................       7

         Section 2.1 - Designation, Amount and Issue of Notes.........................................................       7
         Section 2.2 - Form of Notes..................................................................................       8
         Section 2.3 - Date and Denomination of Notes; Payments of Interest...........................................       8
         Section 2.4 - Execution of Notes............................................................................       10
         Section 2.5 - Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary..........       10
         Section 2.6 - Mutilated, Destroyed, Lost or Stolen Notes....................................................       19
         Section 2.7 - Temporary Notes...............................................................................       20
         Section 2.8 - Cancellation of Notes Paid, Etc...............................................................       20

ARTICLE III - REDEMPTION OF NOTES....................................................................................       21

         Section 3.1 - Redemption Prices.............................................................................       21
         Section 3.2 - Notice of Redemption; Selection of Notes......................................................       21
         Section 3.3 - Payment of Notes Called for Redemption........................................................       22
         Section 3.4 - Conversion Arrangement on Call for Redemption.................................................       23

ARTICLE IV - SUBORDINATION OF NOTES..................................................................................       24

         Section 4.1 - Agreement of Subordination....................................................................       24
         Section 4.2 - Payments to Noteholders.......................................................................       24
         Section 4.3 - Bankruptcy and Dissolution, Etc...............................................................       25
         Section 4.4 - Subrogation of Notes..........................................................................       27
         Section 4.5 - Authorization by Noteholders..................................................................       28
         Section 4.6 - Notice to Trustee.............................................................................       28
         Section 4.7 - Trustee's Relation to Senior Indebtedness.....................................................       29
         Section 4.8 - No Impairment of Subordination................................................................       29
         Section 4.9 - Certain Conversions Deemed Payment............................................................       30
         Section 4.10 - Article Applicable to Paying Agents..........................................................       30

ARTICLE V - PARTICULAR COVENANTS OF THE COMPANY......................................................................       30

         Section 5.1 - Payment of Principal, Premium and Interest....................................................       30
         Section 5.2 - Maintenance of Office or Agency...............................................................       31
         Section 5.3 - Appointments to Fill Vacancies in Trustee's Office............................................       31
         Section 5.4 - Provisions as to Paying Agent.................................................................       31
         Section 5.5 - Existence.....................................................................................       32
</TABLE>

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         Section 5.6 - Rule 144A Information Requirement.............................................................       32
         Section 5.7 - Stay, Extension and Usury Laws................................................................       33
         Section 5.8 - Compliance Certificate........................................................................       33
         Section 5.9 - Further Instruments and Acts..................................................................       33

ARTICLE VI - NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...........................................       33

         Section 6.1 - Noteholders' Lists............................................................................       33
         Section 6.2 - Preservation and Disclosure of Lists..........................................................       34
         Section 6.3 - Reports by Trustee............................................................................       34
         Section 6.4 - Reports by Company............................................................................       34

ARTICLE VII - DEFAULTS AND REMEDIES..................................................................................       35

         Section 7.1 - Events of Default.............................................................................       35
         Section 7.2 - Payments of Notes on Default; Suit Therefor...................................................       38
         Section 7.3 - Application of Monies Collected by Trustee....................................................       39
         Section 7.4 - Proceedings by Noteholder.....................................................................       40
         Section 7.5 - Proceedings by Trustee........................................................................       41
         Section 7.6 - Remedies Cumulative and Continuing............................................................       41
         Section 7.7 - Direction of Proceedings and Waiver of Defaults by Majority of Noteholders....................       41
         Section 7.8 - Notice of Defaults............................................................................       42
         Section 7.9 - Undertaking to Pay Costs......................................................................       42
         Section 7.10 - Delay or Omission Not Waiver.................................................................       42

ARTICLE VIII - CONCERNING THE TRUSTEE................................................................................       42

         Section 8.1 - Duties and Responsibilities of Trustee........................................................       42
         Section 8.2 - Reliance on Documents, Opinions, Etc..........................................................       44
         Section 8.3 - No Responsibility for Recitals, Etc...........................................................       45
         Section 8.4 - Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes..........................       45
         Section 8.5 - Monies to Be Held in Trust....................................................................       45
         Section 8.6 - Compensation and Expenses of Trustee..........................................................       46
         Section 8.7 - Officers' Certificate as Evidence.............................................................       46
         Section 8.8 - Conflicting Interests of Trustee..............................................................       46
         Section 8.9 - Eligibility of Trustee........................................................................       47
         Section 8.10 - Resignation or Removal of Trustee............................................................       47
         Section 8.11 - Acceptance by Successor Trustee..............................................................       48
         Section 8.12 - Succession by Merger, Etc....................................................................       49
         Section 8.13 - Limitation on Rights of Trustee as Creditor..................................................       49

ARTICLE IX - CONCERNING THE NOTEHOLDERS..............................................................................       49

         Section 9.1 - Action by Noteholders.........................................................................       49
         Section 9.2 - Proof of Execution by Noteholders.............................................................       50
</TABLE>

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         Section 9.3 - Who Are Deemed Absolute Owners................................................................       50
         Section 9.4 - Company - Owned Notes Disregarded.............................................................       50
         Section 9.5 - Revocation of Consents; Future Holders Bound..................................................       51

ARTICLE X - NOTEHOLDERS' MEETINGS....................................................................................       51

         Section 10.1 - Purpose of Meetings..........................................................................       51
         Section 10.2 - Call of Meetings by Trustee..................................................................       51
         Section 10.3 - Call of Meetings by Company or Noteholders...................................................       52
         Section 10.4 - Qualifications for Voting....................................................................       52
         Section 10.5 - Regulations..................................................................................       52
         Section 10.6 - Voting.......................................................................................       53
         Section 10.7 - No Delay of Rights by Meeting................................................................       53

ARTICLE XI - SUPPLEMENTAL INDENTURES.................................................................................       53

         Section 11.1 - Supplemental Indentures Without Consent of Noteholders.......................................       53
         Section 11.2 - Supplemental Indentures With Consent of Noteholders..........................................       55
         Section 11.3 - Effect of Supplemental Indentures............................................................       55
         Section 11.4 - Notation on Notes............................................................................       56
         Section 11.5 - Evidence of Compliance of Supplemental Indenture to Be Furnished Trustee.....................       56

ARTICLE XII - CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE......................................................       56

         Section 12.1 - Company May Consolidate, Etc.................................................................       56
         Section 12.2 - Successor Corporation to Be Substituted......................................................       57
         Section 12.3 - Opinion of Counsel to Be Given Trustee.......................................................       57

ARTICLE XIII - SATISFACTION AND DISCHARGE OF INDENTURE...............................................................       58

         Section 13.1 - Discharge of Indenture.......................................................................       58
         Section 13.2 - Deposited Monies to Be Held in Trust by Trustee..............................................       58
         Section 13.3 - Paying Agent to Repay Monies Held............................................................       58
         Section 13.4 - Return of Unclaimed Monies...................................................................       58
         Section 13.5 - Reinstatement................................................................................       59

ARTICLE XIV - IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS........................................       59

         Section 14.1 - Indenture and Notes Solely Corporate Obligations.............................................       59

ARTICLE XV - CONVERSION OF NOTES.....................................................................................       59

         Section 15.1 - Right to Convert.............................................................................       59
         Section 15.2 - Exercise of Conversion Privilege; Issuance of Common Stock on Conversion; No
                            Adjustment for Interest or Dividends.....................................................       60
         Section 15.3 - Cash Payments in Lieu of Fractional Shares...................................................       62
         Section 15.4 - Conversion Price.............................................................................       62
         Section 15.5 - Adjustment of Conversion Price...............................................................       62
         Section 15.6 - Effect of Reclassification, Consolidation, Merger or Sale....................................       72
</TABLE>
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         Section 15.7 - Taxes on Shares Issued.......................................................................       73
         Section 15.8 - Reservation of Shares; Shares to Be Fully Paid; Listing of Common Stock......................       73
         Section 15.9 - Responsibility of Trustee....................................................................       74
         Section 15.10 - Notice to Holders Prior to Certain Actions..................................................       74

ARTICLE XVI - REPURCHASE UPON A REPURCHASE EVENT.....................................................................       75

         Section 16.1 - Repurchase Right.............................................................................       75
         Section 16.2 - Notices; Method of Exercising Repurchase Right, Etc..........................................       76
         Section 16.3 - Conditions to the Company's Election to Pay the Repurchase Price in Common Stock.............       78
         Section 16.4 - Certain Definitions..........................................................................       79

ARTICLE XVII - MISCELLANEOUS PROVISIONS..............................................................................       81

         Section 17.1 - Provisions Binding on Company's Successors...................................................       81
         Section 17.2 - Official Acts by Successor Corporation.......................................................       81
         Section 17.3 - Addresses for Notices, Etc...................................................................       81
         Section 17.4 - Governing Law................................................................................       81
         Section 17.5 - Evidence of Compliance with Conditions Precedent; Certificates to Trustee....................       81
         Section 17.6 - Legal Holidays...............................................................................       82
         Section 17.7 - No Security Interest Created.................................................................       82
         Section 17.8 - Trust Indenture Act..........................................................................       82
         Section 17.9 - Benefits of Indenture........................................................................       82
         Section 17.10 - Table of Contents, Headings, Etc............................................................       82
         Section 17.11 - Authenticating Agent........................................................................       83
         Section 17.12 - Execution in Counterparts...................................................................       83
</TABLE>

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<PAGE>

     INDENTURE dated as of February 1, 2000 between E*TRADE Group, Inc., a
Delaware corporation (hereinafter sometimes called the "Company", as more fully
set forth in Section 1.1), and The Bank of New York, a New York banking
corporation, as trustee (hereinafter sometimes called the "Trustee", as more
fully set forth in Section 1.1).

                             W I T N E S S E T H:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue of its 6% Convertible Subordinated Notes due 2007 (hereinafter
sometimes called the "Notes"), in an aggregate principal amount not to exceed
$500,000,000 ($650,000,000 if the option granted to the Initial Purchasers (as
defined) is exercised in full) and to provide the terms and conditions upon
which the Notes are to be authenticated, issued and delivered, the Company has
duly authorized the execution and delivery of this Indenture; and

     WHEREAS, the Notes, the certificate of authentication to be borne by the
Notes, a form of assignment, a form of option to elect repayment upon a
Repurchase Event, and a form of conversion notice and transfer to be borne by
the Notes are to be substantially in the forms hereinafter provided for; and

     WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by the Trustee or a duly authorized
authenticating agent, as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Notes have in all
respects been duly authorized.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Notes are,
and are to be, authenticated, issued and delivered, and in consideration of the
premises and of the purchase and acceptance of the Notes by the holders thereof,
the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Notes
(except as otherwise provided below), as follows:

                                   ARTICLE I


                                  DEFINITIONS
     Section 1.1    Definitions.  The terms defined in this Section 1.1 (except
                    -----------
as herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section 1.1. All other
terms used in this Indenture, which are defined in the Trust Indenture Act or
which are by reference therein defined in the Securities Act (except as herein
otherwise expressly provided or
<PAGE>

unless the context otherwise requires) shall have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as in force at the
date of the execution of this Indenture. The words "herein," "hereof,"
"hereunder," and words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other Subdivision. The terms defined
in this Article include the plural as well as the singular.

     Affiliate: The term "Affiliate" of any specified person shall mean 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 or cause the direction of the management and policies of such
person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     Board of Directors: The term "Board of Directors" shall mean the Board of
     ------------------
Directors of the Company or a committee of such Board duly authorized to act for
it hereunder.

     Board Resolution: The term "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, or duly authorized committee thereof (to
the extent permitted by applicable law), and to be in full force and effect on
the date of such certification, and delivered to the Trustee.

     Business Day: The term "Business Day" means each Monday, Tuesday,
     ------------
Wednesday, Thursday and Friday which is not a day on which the banking
institutions in The City of New York or the city in which the Corporate Trust
Office is located are authorized or obligated by law or executive order to close
or be closed.

     Change in Control: The term "Change in Control" shall have the meaning
     -----------------
specified in Section 16.4.

     close of business: The term "close of business" means 5 p.m. (New York
     -----------------
City time).

     Commission: The term "Commission" shall mean the Securities and Exchange
     ----------
Commission.

     Common Stock: The term "Common Stock" shall mean 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.
Subject to the provisions of Section 15.6, however, shares issuable on
conversion of Notes shall include only shares of the class designated as common
stock 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 shall be substantially in the
proportion which the total number of shares of such class resulting from

                                      -2-
<PAGE>

all such reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.

     Company: The term "Company" shall mean E*TRADE Group, Inc., a Delaware
     -------
corporation, and subject to the provisions of Article XII, shall include its
successors and assigns.

     Conversion Price: The term "Conversion Price" shall have the meaning
     ----------------
specified in Section 15.4.

     Corporate Trust Office: The term "Corporate Trust Office," or other
     ----------------------
similar term, shall mean the office of the Trustee at which at any particular
time its corporate trust business shall be principally administered, which
office is, at the date as of which this Indenture is dated, located at 101
Barclay Street, 21W, New York, New York 10286, Attention:  Corporate Trust:
Trustee Administration.

     Custodian: The term "Custodian" means The Bank of New York, with respect
     ---------
to the Notes in global form, or any successor entity thereto.

     default: The term "default" shall mean any event that is, or after notice
     -------
or passage of time, or both, would be, an Event of Default.

     Depositary: The term "Depositary" means, with respect to the Notes
     ----------
issuable or issued in whole or in part in global form, the person specified in
Section 2.5(d) as the Depositary with respect to such Notes, until a successor
shall have been appointed and become such pursuant to the applicable provisions
of this Indenture, and thereafter, "Depositary" shall mean or include such
successor.

     Designated Senior Indebtedness: The term "Designated Senior Indebtedness"
     ------------------------------
means the Company's obligations under any particular Senior Indebtedness in
which the instrument creating or evidencing the same or the assumption or
guarantee thereof (or related agreements or documents to which the Company is a
party) expressly provides that such Senior Indebtedness shall be "Designated
Senior Indebtedness" for purposes of this Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Indebtedness to exercise the rights of Designated
Senior Indebtedness).

     Event of Default: The term "Event of Default" shall mean any event
     ----------------
specified in Section 7.1, continued for the period of time, if any, and after
the giving of notice, if any, therein designated.

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

     Expiration Time: The term "Expiration Time" shall have the meaning
     ---------------
specified in Section 15.5(f).

     Global Note: The term "Global Note"  shall have the meaning specified in
     -----------
Section 2.5(b).

                                      -3-
<PAGE>

     Indebtedness: The term "Indebtedness" shall mean any obligations of, or
     ------------
guaranteed or assumed by, the Company or any Significant Subsidiary for borrowed
money.

     Indenture: The term "Indenture" shall mean this instrument as originally
     ---------
executed or, if amended or supplemented as herein provided, as so amended or
supplemented.

     Initial Purchasers: The term "Initial Purchasers" means FleetBoston
     ------------------
Robertson Stephens, Inc., Hambrecht & Quist LLC and Goldman, Sachs & Co.

     Liquidated Damages: The term "Liquidated Damages" means all liquidated
     ------------------
damages then owing pursuant to Section 3 of the Registration Rights Agreement.

     Note or Notes: The terms "Note" or "Notes" shall mean any Note or Notes,
     -------------
as the case may be, authenticated and delivered under this Indenture.

     Noteholder or holder: The terms "Noteholder" or "holder" as applied to any
     --------------------
Note, or other similar terms (but excluding the term "beneficial holder"), shall
mean any person in whose name at the time a particular Note is registered on the
Note register.

     Note register: The term "Note register" shall have the meaning specified
     -------------
in Section 2.5.

     Officers' Certificate: The term "Officers' Certificate", when used with
     ---------------------
respect to the Company, shall mean a certificate signed by one of the President,
the Chief Executive Officer, Executive or Senior Vice President or any Vice
President (whether or not designated by a number or numbers or word added before
or after the title "Vice President"), which is delivered to the Trustee.  Each
such certificate shall include the statements provided for in Section 17.5 if
and to the extent required by the provisions of such Section.

     Opinion of Counsel: The term "Opinion of Counsel" shall mean an opinion in
     ------------------
writing signed by legal counsel, who may be an employee of or counsel to the
Company, or other counsel acceptable to the Trustee, which is delivered to the
Trustee.  Each such opinion shall include the statements provided for in Section
17.5 if and to the extent required by the provisions of such Section.

     outstanding: The term "outstanding," when used with reference to Notes,
     -----------
shall, subject to the provisions of Section 9.4, mean, as of any particular
time, all Notes authenticated and delivered by the Trustee under this Indenture,
except

          (a)  Notes theretofore canceled by the Trustee or delivered to the
     Trustee for cancellation;

          (b)  Notes, or portions thereof, for the payment, or redemption of
     which monies in the necessary amount shall have been deposited in trust
     with the Trustee or with any paying agent (other than the Company) or shall
     have been set aside and segregated in trust by the Company (if the Company
     shall act as its own paying agent); provided that if such Notes are
                                         --------

                                      -4-
<PAGE>

     to be redeemed, as the case may be, prior to the maturity thereof, notice
     of such redemption shall have been given as provided in Section 3.2, or
     provision satisfactory to the Trustee shall have been made for giving such
     notice;

          (c)  Notes paid pursuant to Section 2.6 and Notes in lieu of which, or
     in substitution for which, other Notes shall have been authenticated and
     delivered pursuant to the terms of Section 2.6 unless proof satisfactory to
     the Trustee is presented that any such Notes are held by bona fide holders
     in due course; and

          (d)  Notes converted into Common Stock pursuant to Article XV and
     Notes deemed not outstanding pursuant to Section 3.2.

     person: The term "person" shall mean an individual, a corporation, a
     ------
limited liability company, an association, a partnership, an individual, a joint
venture, a joint stock company, a trust, an unincorporated organization or a
government or an agency or a political subdivision thereof.

     Portal Market: The term "Portal Market" shall mean The Portal Market
     -------------
operated by the National Association of Securities Dealers, Inc. or any
successor thereto.

     Predecessor Note: The term "Predecessor Note" of any particular Note shall
     ----------------
mean every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any
Note authenticated and delivered under Section 2.6 in lieu of a lost, destroyed
or stolen Note shall be deemed to evidence the same debt as the lost, destroyed
or stolen Note that it replaces.

     QIB: The term "QIB" shall mean a "qualified institutional buyer" as
     ---
defined in Rule 144A.

     Registration Rights Agreement: The term "Registration Rights Agreement"
     -----------------------------
means that certain Registration Rights Agreement, dated as of  February 1, 2000,
between the Company and the Initial Purchasers.

     Repurchase Event: The term "Repurchase Event" shall have the meaning
     ----------------
specified in Section 16.4.

     Repurchase Price: The term "Repurchase Price" has the meaning specified in
     ----------------
Section 16.1.

     Responsible Officer: The term "Responsible Officer", when used with
     -------------------
respect to the Trustee, shall mean an officer of the Trustee in the Corporate
Trust Office assigned and duly authorized by the Trustee to administer its
obligations under this Indenture.

     Restricted Securities: The term "Restricted Securities" has the meaning
     ---------------------
specified in Section 2.5(d).

     Rule 144A: The term "Rule 144A" shall mean Rule 144A as promulgated under
     ---------
the Securities Act.

                                      -5-
<PAGE>

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

     Senior Indebtedness: The term "Senior Indebtedness" means the principal
     -------------------
of, premium, if any, interest on (including any interest accruing after the
filing of a petition by or against the Company under any bankruptcy law, whether
or not allowed as a claim after such filing in any proceeding under such
bankruptcy law) and any other payment due pursuant to, any of the following,
whether outstanding on the date of this Indenture or thereafter incurred or
created:

          (a)  All indebtedness of the Company for money borrowed that is
     evidenced by notes, debentures, bonds or other securities (including, but
     not limited to, those which are convertible or exchangeable for securities
     of the Company);

          (b)  All indebtedness of the Company due and owing with respect to
     letters of credit (including, but not limited to, reimbursement obligations
     with respect thereto);

          (c)  All indebtedness or other obligations of the Company due and
     owing with respect to interest rate and currency swap agreements, cap,
     floor and collar agreements, currency spot and forward contracts and other
     similar agreements and arrangements;

          (d)  All indebtedness consisting of commitment or standby fees due and
     payable to lending institutions with respect to credit facilities or
     letters of credit available to the Company;

          (e)  All obligations of the Company under leases required or permitted
     to be capitalized under generally accepted accounting principles;

          (f)  All indebtedness or obligations of others of the kinds described
     in any of the preceding clauses (a), (b), (c), (d) or (e) assumed by or
     guaranteed in any manner by the Company or in effect guaranteed (directly
     or indirectly) by the Company through an agreement to purchase, contingent
     or otherwise, and all obligations of the Company under any such guarantee
     or other arrangements; and

          (g)  All renewals, extensions, refundings, deferrals, amendments or
     modifications of indebtedness or obligations of the kinds described in any
     of the preceding clauses (a), (b), (c), (d), (e) or (f);

unless in the case of any particular indebtedness, obligation, renewal,
extension, refunding, amendment, modification or supplement, the instrument or
other document creating or evidencing the same or the assumption or guarantee of
the same expressly provides that such indebtedness, obligation, renewal,
extension, refunding, amendment, modification or supplement is subordinate to,
or is not superior to, or is pari passu with, the Notes; provided that Senior
                             ---- -----                  --------
Indebtedness shall not include (i) any indebtedness of any kind of the Company
to any subsidiary of the Company, a majority of the voting stock of which is
owned, directly or indirectly, by the Company, (ii) indebtedness for trade

                                      -6-
<PAGE>

payables or constituting the deferred purchase price of assets or services
incurred in the ordinary course of business, or (iii) the Notes.

     Significant Subsidiary: The term "Significant Subsidiary" means, with
     ----------------------
respect to any person, a Subsidiary of such person that would constitute a
"significant subsidiary" as such term is defined under Rule 1-02 of Regulation
S-X of the Securities and Exchange Commission.

     Subsidiary: The term "Subsidiary" means a corporation more than 50% of the
     ----------
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.  For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

     Trading Day: The term "Trading Day" has the meaning specified in Section
     -----------
15.5(h)(5).

     Trust Indenture Act: The term "Trust Indenture Act" shall mean the Trust
     -------------------
Indenture Act of 1939, as amended, as it was in force at the date of execution
of this Indenture, except as provided in Sections 11.3 and 15.6; provided,
                                                                 --------
however, that in the event the Trust Indenture Act of 1939 is amended after the
-------
date hereof, the term "Trust Indenture Act" shall mean, to the extent required
by such amendment, the Trust Indenture Act of 1939 as so amended.

     Trustee: The term "Trustee" shall mean The Bank of New York and its
     -------
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor trustee at
the time serving as successor trustee hereunder.

     The definitions of certain other terms are as specified in Article XV and
Article XVI.

                                  ARTICLE II

       ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES

Section 2.1    Designation, Amount and Issue of Notes.  The Notes shall be
               --------------------------------------
designated as "6% Convertible Subordinated Notes due 2007." Notes not to exceed
the aggregate principal amount of $500,000,000 (or $650,000,000 if the option
granted to the Initial Purchasers pursuant to Section 2(b) of the Purchase
Agreement dated February 1, 2000 (as amended from time to time by the parties
thereto) by and between the Company and the Initial Purchasers is exercised in
full) upon the execution of this Indenture, or (except pursuant to Sections 2.5,
2.6, 3.3, 15.2 and 16.2) from time to time thereafter, may be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Notes upon the written order of the
Company, signed by the Company's (a) President, Executive or Senior Vice
President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "Vice President") and
(b) Treasurer or Assistant Treasurer or its Secretary or any Assistant
Secretary, without any further action by the Company hereunder.

                                      -7-
<PAGE>

     Section 2.2    Form of Notes.  The Notes and the Trustee's certificate of
                    -------------
authentication to be borne by such Notes shall be substantially in the form set
forth in Exhibit A, which is incorporated in and made a part of this Indenture.
         ---------

     Any of the Notes may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Notes may be
listed or designated for issuance, or to conform to usage.

     The Global Note shall represent such of the outstanding Notes as shall be
specified therein and shall provide that it shall represent the aggregate amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
amount of outstanding Notes represented thereby may from time to time be
increased or reduced to reflect transfers or exchanges permitted hereby.  Any
endorsement of the Global Note to reflect the amount of any increase or decrease
in the amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in such manner and
upon instructions given by the holder of such Notes in accordance with this
Indenture.  Payment of principal of and interest and premium, if any (including
any redemption price), on the Global Note shall be made to the holder of such
Note.

     The terms and provisions contained in the form of Note attached as Exhibit
A hereto shall constitute, and is hereby expressly made, a part 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.

     Section 2.3    Date and Denomination of Notes; Payments of Interest.  The
                    ----------------------------------------------------
Notes shall be issuable in registered form without coupons in denominations of
$1,000 principal amount and integral multiples thereof. Every Note shall be
dated the date of its authentication, and shall bear interest from the
applicable date and accrued interest shall be payable February 1 and August 1,
commencing August 1, 2000, as specified on the face of the form of Note attached
as Exhibit A hereto.
   ---------

     The person in whose name any Note (or its Predecessor Note) is registered
at the close of business on any record date with respect to any interest payment
date (including any Note that is converted after the record date and on or
before the interest payment date) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the cancellation of such
Note upon any transfer, exchange or conversion subsequent to the record date and
on or prior to such interest payment date; provided that, in the case of any
                                           --------
Note, or portion thereof, called for redemption pursuant to Article III on a
redemption date, or repurchased by the Company pursuant to Article XVI on a
repurchase date, during the period from the close of business on the record date
to the close of business on the Business Day next preceding the following
interest payment date, interest shall not be paid to the person in whose name
the Note, or portion thereof, is registered on the close of business on such
record date, and the Company shall have no obligation to pay interest

                                      -8-
<PAGE>

on such Note or portion thereof except to the extent required to be paid upon
such redemption or repurchase in accordance with Article III or Article XVI.
Interest may, at the option of the Company, be paid by check mailed to the
address of such person on the Note registry; provided that, with respect to any
                                             --------
holder of Notes with an aggregate principal amount equal to or in excess of
$2,000,000, at the request of such holder in writing to the Company, interest on
such holder's Notes shall be paid by wire transfer in immediately available
funds to any bank located in the United States in accordance with the wire
transfer instruction supplied by such holder from time to time to the Trustee
and paying agent (if different from Trustee) at least two days prior to the
applicable record date; provided that any payment to the Depositary or its
                        --------
nominee shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instruction supplied by the Depositary or its
nominee from time to time to the Trustee and paying agent (if different from
Trustee) at least two days prior to the applicable record date. The term "record
date" with respect to any interest payment date shall mean the January 15 or
July 15 preceding said February 1 or August 1, respectively.

     Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any said February 1 or August 1 (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Noteholder on the relevant
record date by virtue of his having been such Noteholder; and such Defaulted
Interest shall be paid by the Company, at its election in each case, as provided
in clause (1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
     to the persons in whose names the Notes (or their respective Predecessor
     Notes) are registered at the close of business on a special record date 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 to be paid on each Note and the date of the
     payment (which shall be not less than twenty-five (25) days after the
     receipt by the Trustee of such notice, unless the Trustee shall consent to
     an earlier date), and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount 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 for the payment of
     such Defaulted Interest which shall be not more than fifteen (15) days and
     not less than ten (10) days prior to the date of the proposed payment and
     not less than ten (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 Noteholder as of such special record date at his
     address as it appears in the Note register, not less than ten (10) days
     prior to such special record date. Notice of the proposed payment of such
     Defaulted Interest and the

                                      -9-
<PAGE>

     special record date therefor having been so mailed, such Defaulted Interest
     shall be paid to the persons in whose names the Notes (or their respective
     Predecessor Notes) were 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 or automated quotation system on which the Notes may be
     listed or designated for issuance, and upon such notice as may be required
     by such exchange or automated quotation system, 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.

     Section 2.4    Execution of Notes.  The Notes shall be signed in the name
                    ------------------
and on behalf of the Company by the facsimile signature of its President, its
Chief Executive Officer, any of its Executive or Senior Vice Presidents, or any
of its Vice Presidents (whether or not designated by a number or numbers or word
or words added before or after the title "Vice President") and attested by the
facsimile signature of its Secretary or any of its Assistant Secretaries (which
may be printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise). Only such Notes as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Note attached
as Exhibit A hereto, manually executed by the Trustee (or an authenticating
agent appointed by the Trustee as provided by Section 17.11), shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose.
Such certificate by the Trustee (or such an authenticating agent) upon any Note
executed by the Company shall be conclusive evidence that the Note so
authenticated has been duly authenticated and delivered hereunder and that the
holder is entitled to the benefits of this Indenture.

     In case any officer of the Company who shall have signed any of the Notes
shall cease to be such officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, such
Notes nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Notes had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

     Section 2.5    Exchange and Registration of Transfer of Notes; Restrictions
                    ------------------------------------------------------------
on Transfer; Depositary.
-----------------------

          (a)  The Company shall cause to be kept at the Corporate Trust Office
     a register (the register maintained in such office and in any other office
     or agency of the Company designated pursuant to Section 5.2 being herein
     sometimes collectively referred to as the "Note register") in which,
     subject to such reasonable regulations as it may prescribe, the Company
     shall provide for the registration of Notes and of transfers of Notes. Such
     register shall be in written form or in any form capable of being converted
     into written form within a reasonable period of time. The Trustee is hereby
     appointed "Note registrar" for the purpose

                                      -10-
<PAGE>

     of registering Notes and transfers of Notes as herein provided. The Company
     may appoint one or more co-registrars in accordance with Section 5.2.

          Upon surrender for registration of transfer of any Note to the Note
     registrar or any co-registrar, and satisfaction of the requirements for
     such transfer set forth in this Section 2.5, the Company shall execute, and
     the Trustee shall authenticate and deliver, in the name of the designated
     transferee or transferees, one or more new Notes of any authorized
     denominations and of a like aggregate principal amount and bearing such
     restrictive legends as may be required by this Indenture.

          Notes may be exchanged for other Notes of any authorized denominations
     and of a like aggregate principal amount, upon surrender of the Notes to be
     exchanged at any such office or agency.  Whenever any Notes are so
     surrendered for exchange, the Company shall execute, and the Trustee shall
     authenticate and deliver, the Notes which the Noteholder making the
     exchange is entitled to receive, bearing registration numbers not
     contemporaneously outstanding.

          All Notes presented or surrendered for registration of transfer or for
     exchange shall (if so required by the Company, the Trustee, the Note
     registrar or any co-registrar) be duly endorsed, or be accompanied by a
     written instrument or instruments of transfer in form satisfactory to the
     Company and duly executed, by the Noteholder thereof or his attorney-in-
     fact duly authorized in writing.

          No service charge shall be charged to the Noteholder for any exchange
     or registration of transfer of Notes, but the Company may require payment
     of a sum sufficient to cover any tax, assessments or other governmental
     charges that may be imposed in connection therewith.

          None of the Company, the Trustee, the Note registrar or any co-
     registrar shall be required to exchange or register a transfer of (a) any
     Notes for a period of fifteen (15) days next preceding the mailing of the
     notice of redemption or (b) any Notes called for redemption or, if a
     portion of any Note is selected or called for redemption, such portion
     thereof selected or called for redemption or (c) any Notes surrendered for
     conversion or, if a portion of any Note is surrendered for conversion, such
     portion thereof surrendered for conversion or (d) any Notes, or a portion
     of any Note, surrendered for repurchase (and not withdrawn) in connection
     with a Repurchase Event.

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

          (b)  So long as the Notes are eligible for book-entry settlement with
     the Depositary, unless otherwise required by law, all Notes issued to QIBs
     pursuant to Rule 144A of the Securities Act to be traded on The Portal
     Market shall be represented by a Note in global form (the "Global Note")
     registered in the name of the Depositary or the nominee of the

                                      -11-
<PAGE>

     Depositary. The transfer and exchange of beneficial interests in the Global
     Note, which does not involve the issuance of a definitive Note, shall be
     effected through the Depositary (but not the Trustee or the Custodian) in
     accordance with this Indenture (including the restrictions on transfer set
     forth herein) and the procedures of the Depositary therefor.

          Notes resold to persons who are not QIBs will be issued in definitive
     registered form and may not be represented by the Global Note. In addition,
     at any time at the request of a QIB that is a beneficial holder of an
     interest in the Global Note, such beneficial holder shall be entitled to
     obtain a definitive Note upon written request to the Trustee and the
     Custodian in accordance with the standing instructions and procedures
     existing between the Depositary and the Custodian for the issuance thereof.
     Upon receipt of any such request, the Trustee or the Custodian, at the
     direction of the Trustee, will cause, in accordance with the standing
     instructions and procedures existing between the Depositary and the
     Custodian, the aggregate principal amount of the Global Note to be reduced
     by the principal amount of the definitive Note issued upon such request to
     such beneficial holder and, following such reduction, the Company will
     execute and the Trustee will authenticate and deliver to such beneficial
     holder (or its nominee) a definitive Note or Notes in the appropriate
     aggregate principal amount in the name of such beneficial holder (or its
     nominee) and bearing such restrictive legends as may be required by this
     Indenture.

          Any transfer of a beneficial interest in the Global Note which cannot
     be effected through book-entry settlement must be effected by the delivery
     to the transferee (or its nominee) of a definitive Note or Notes registered
     in the name of the transferee (or its nominee) on the books maintained by
     the Trustee in accordance with the transfer restrictions set forth herein.
     With respect to any such transfer, the Trustee or the Custodian, at the
     direction of the Trustee, will cause, in accordance with the standing
     instructions and procedures existing between the Depositary and the
     Custodian, the aggregate principal amount of the Global Note to be reduced
     by the principal amount of the beneficial interest in the Global Note being
     transferred and, following such reduction, the Company will execute and the
     Trustee will authenticate and deliver to the transferee (or such
     transferee's nominee, as the case may be), a Note or Notes in the
     appropriate aggregate principal amount in the name of such transferee (or
     its nominee) and bearing such restrictive legends as may be required by
     this Indenture.

          (c)  So long as the Notes are eligible for book-entry settlement,
     unless otherwise required by law, upon any transfer of a definitive Note to
     a QIB in accordance with Rule 144A, unless otherwise requested by the
     transferor, and upon receipt of the definitive Note or Notes being so
     transferred, together with a certification from the transferor that the
     transferee is a QIB (or other evidence satisfactory to the Trustee), the
     Trustee shall make or direct the Custodian to make, an endorsement on the
     Global Note to reflect an increase in the aggregate principal amount of the
     Notes represented by the Global Note by the principal amount of the Note
     being transferred to the QIB, the Trustee shall cancel such definitive Note
     or Notes and cause, or direct the Custodian to cause, in accordance with
     the standing instructions and procedures existing between the Depositary
     and the Custodian, the aggregate principal

                                      -12-
<PAGE>

     amount of Notes represented by the Global Note to be increased accordingly;
     provided that no definitive Note, or portion thereof, in respect of which
     --------
     the Company or an Affiliate of the Company held any beneficial interest
     shall be included in the Global Note until such definitive Note is freely
     tradable in accordance with Rule 144(k); provided further that the Trustee
                                              -------- -------
     shall authenticate and deliver Notes in definitive form upon any transfer
     of a beneficial interest in the Global Note to the Company or any Affiliate
     of the Company.

          Upon any subsequent sale or transfer of a Note or the Common Stock
     issued upon conversion thereof that bears the restrictive legend set forth
     in Section 2.5(d) or Section 2.5(e), respectively, to an Institutional
     Accredited Investor (other than pursuant to a registration statement that
     has been declared effective under the Securities Act), such Institutional
     Accredited Investor shall, prior to such sale or transfer, furnish to the
     Company and/or the Trustee a signed letter containing representations and
     agreements relating to restrictions on transfer substantially in the form
     set forth in Exhibit B to this Indenture.
                  ---------

          Any Global Note may be endorsed with or have incorporated in the text
     thereof such legends or recitals or changes not inconsistent with the
     provisions of this Indenture as may be required by the Custodian, the
     Depositary or by the National Association of Securities Dealers, Inc. in
     order for the Notes to be tradeable on The Portal Market or as may be
     required for the Notes to be tradeable on any other market developed for
     trading of securities pursuant to Rule 144A or required to comply with any
     applicable law or any regulation thereunder or with the rules and
     regulations of any securities exchange or automated quotation system upon
     which the Notes may be listed or traded or designated for issuance or to
     conform with any usage with respect thereto, or to indicate any special
     limitations or restrictions to which any particular Notes are subject.

          (d)  Every Note that bears or is required under this Section 2.5(d) to
     bear either of the legends set forth in this Section 2.5(d) (together with
     any Common Stock issued upon conversion of the Notes and required to bear
     either of the legends set forth in Section 2.5(e), collectively, the
     "Restricted Securities") shall be subject to the restrictions on transfer
     set forth in this Section 2.5(d) (including one of the legends set forth
     below), unless such restrictions on transfer shall be waived by written
     consent of the Company, and the holder of each such Restricted Security, by
     such holder's acceptance thereof, agrees to be bound by all such
     restrictions on transfer. As used in Sections 2.5(d) and 2.5(e), the term
     "transfer" encompasses any sale, pledge, transfer or other disposition
     whatsoever of any Restricted Security.

          Until two (2) years after the original issuance date of any Note, any
     certificate evidencing such Note (and all securities issued in exchange
     therefor or substitution thereof, other than Common Stock, if any, issued
     upon conversion thereof which shall bear the legend set forth in Section
     2.5(e), if applicable) shall bear a legend in substantially the following
     form (unless such Notes have been transferred pursuant to a registration
     statement that has been declared effective under the Securities Act (and
     which continues to be effective at the time of such transfer), pursuant to
     the exemption from registration provided by Rule 144

                                      -13-
<PAGE>

     under the Securities Act, or unless otherwise agreed by the Company in
     writing, with notice thereof to the Trustee):

          THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE
          U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED
          OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY
          ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A)
          IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
          144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTIONAL
          "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
          (3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL
          ACCREDITED INVESTOR"); (2) AGREES THAT IT WILL NOT WITHIN
          TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED
          HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED
          HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH
          NOTE EXCEPT (A) TO E*TRADE GROUP, INC. OR ANY SUBSIDIARY
          THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
          COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO
          AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH
          TRANSFER, FURNISHES TO THE BANK OF NEW YORK, AS TRUSTEE, A
          SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
          AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE
          NOTE EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE
          OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE UNITED STATES IN
          COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E)
          PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
          144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT
          TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
          EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO
          BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES
          THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE
          EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
          PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO THE
          EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
          THE NOTE EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE
          ORIGINAL ISSUANCE OF SUCH NOTE (OTHER THAN A

                                      -14-
<PAGE>

          TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE), THE HOLDER MUST
          CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF
          RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS
          CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE. IF THE
          PROPOSED TRANSFER IS PURSUANT TO CLAUSE 2(E) OR 2(F) ABOVE,
          THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE BANK
          OF NEW YORK, AS TRUSTEE, SUCH CERTIFICATIONS, LEGAL OPINIONS
          OR OTHER INFORMATION AS E*TRADE GROUP, INC. MAY REASONABLY
          REQUIRE 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. THIS
          LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
          THIS NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) OR 2(F)
          ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
          ISSUANCE OF THE NOTE EVIDENCED HEREBY.

          Any Note (or security issued in exchange or substitution therefor) as
     to which such restrictions on transfer shall have expired in accordance
     with their terms may, upon surrender of such Note for exchange to the Note
     registrar in accordance with the provisions of this Section 2.5, be
     exchanged for a new Note or Notes, of like tenor and aggregate principal
     amount, which shall not bear the restrictive legend required by this
     Section 2.5(d).

          Notwithstanding any other provisions of this Indenture (other than the
     provisions set forth in this Section 2.5(d)), the Global Note may not be
     transferred as a whole or in part except 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 or by the Depositary or any such nominee
     to a successor Depositary or a nominee of such successor Depositary.

          The Depositary shall be a clearing agency registered under the
     Exchange Act.  The Company initially appoints The Depository Trust Company
     to act as Depositary with respect to the Global Note.  Initially, the
     Global Note shall be issued to the Depositary, registered in the name of
     Cede & Co., as the nominee of the Depositary, and deposited with the
     Trustee as custodian for Cede & Co.

          If at any time the Depositary for the Global Note notifies the Company
     that it is unwilling or unable to continue as Depositary for such Note, the
     Company may appoint a successor Depositary with respect to such Note.  If a
     successor Depositary for the Global Note is not appointed by the Company
     within ninety (90) days after the Company receives such notice, the Company
     will execute, and the Trustee, upon receipt of an Officers' Certificate for
     the authentication and delivery of Notes, will authenticate and deliver,
     Notes

                                      -15-
<PAGE>

     in definitive form, in an aggregate principal amount equal to the principal
     amount of the Global Note, in exchange for the Global Note, and upon
     delivery of the Global Note to the Trustee the Global Note shall be
     canceled.

          If a Note in certificated form is issued in exchange for any portion
     of a Global Note after the close of business on any record date at the
     office or agency where such exchange occurs and before the opening of
     business at such office or agency on the next succeeding interest payment
     date, interest will not be payable on such interest payment date in respect
     of such certificated Note, but will be payable on such interest payment
     date only with respect to the exchanged portion of the Global Note in
     accordance with the provisions of this Indenture.

          Definitive Notes issued in exchange for all or a part of the Global
     Note pursuant to this Section 2.5(d) shall be registered in such names and
     in such authorized denominations as the Depositary, pursuant to
     instructions from its direct or indirect participants or otherwise, shall
     instruct the Trustee.  Upon execution and authentication, the Trustee shall
     deliver such definitive Notes to the persons in whose names such definitive
     Notes are so registered.

          At such time as all interests in the Global Note have been redeemed,
     converted, canceled, repurchased or transferred, the Global Note shall be,
     upon receipt thereof, canceled by the Trustee in accordance with standing
     procedures and instructions existing between the Depositary and the
     Custodian.  At any time prior to such cancellation, if any interest in the
     Global Note is exchanged for definitive Notes, redeemed, converted,
     canceled, repurchased or transferred to a transferee who receives
     definitive Notes therefor or any definitive Note is exchanged or
     transferred for part of the Global Note, the principal amount of the Global
     Note shall, in accordance with the standing procedures and instructions
     existing between the Depositary and the Custodian, be appropriately reduced
     or increased, as the case may be, and an endorsement shall be made on the
     Global Note, by the Trustee or the Custodian, at the direction of the
     Trustee, to reflect such reduction or increase.

          (e)  Until two (2) years after the original issuance date of any Note,
     any stock certificate representing Common Stock issued upon conversion of
     such Note shall bear a legend in substantially the following form (unless
     such Common Stock has been sold pursuant to the exemption from registration
     provided by Rule 144 under the Securities Act or pursuant to a registration
     statement that has been declared effective under the Securities Act, and
     which continues to be effective at the time of such transfer, or such
     Common Stock has been issued upon conversion of Notes that have been
     transferred pursuant to a registration statement that has been declared
     effective under the Securities Act, or unless otherwise agreed by the
     Company with written notice thereof to the Trustee and any transfer agent
     for the Common Stock):

          THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED
          UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT
          BE OFFERED OR SOLD

                                      -16-
<PAGE>

          EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. THE HOLDER
          HEREOF AGREES THAT UNTIL THE EXPIRATION OF TWO YEARS AFTER
          THE ORIGINAL ISSUANCE OF THE NOTE UPON THE CONVERSION OF
          WHICH THE COMMON STOCK EVIDENCED HEREBY WAS ISSUED, (1) IT
          WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK
          EVIDENCED HEREBY EXCEPT (A) TO E*TRADE GROUP, INC. OR ANY
          SUBSIDIARY THEREOF, (B) TO A "QUALIFIED INSTITUTIONAL BUYER"
          (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN
          COMPLIANCE WITH RULE 144A, (C) TO AN INSTITUTIONAL
          "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
          (3) OR (7) UNDER THE SECURITIES ACT) THAT PRIOR TO SUCH
          TRANSFER, FURNISHES TO AMERICAN STOCK TRANSFER AND TRUST
          COMPANY, AS TRANSFER AGENT, A SIGNED LETTER CONTAINING
          CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
          RESTRICTIONS ON TRANSFER OF THE COMMON STOCK EVIDENCED
          HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM SUCH
          TRANSFER AGENT), (D) OUTSIDE THE UNITED STATES IN COMPLIANCE
          WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE
          EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
          SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO A
          REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
          UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
          EFFECTIVE AT THE TIME OF SUCH TRANSFER); (2) PRIOR TO ANY
          SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(f)
          ABOVE), IT WILL FURNISH TO AMERICAN STOCK TRANSFER AND TRUST
          COMPANY, AS TRANSFER AGENT, SUCH CERTIFICATIONS, LEGAL
          OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY
          REQUIRE 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; AND (3)
          IT WILL DELIVER TO EACH PERSON TO WHOM THE COMMON STOCK
          EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
          PURSUANT TO CLAUSE 1(f) ABOVE) A NOTICE SUBSTANTIALLY TO THE
          EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE
          EARLIER OF THE TRANSFER OF THE COMMON STOCK EVIDENCED HEREBY
          PURSUANT TO CLAUSE 1(E) OR 1(F) ABOVE OR THE EXPIRATION OF

                                      -17-
<PAGE>

          TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE UPON THE
          CONVERSION OF WHICH THE COMMON STOCK EVIDENCED HEREBY WAS
          ISSUED.

          Any such Common Stock as to which such restrictions on transfer shall
     have expired in accordance with their terms may, upon surrender of the
     certificates representing such shares of Common Stock for exchange in
     accordance with the procedures of the transfer agent for the Common Stock,
     be exchanged for a new certificate or certificates for a like aggregate
     number of shares of Common Stock, which shall not bear the restrictive
     legend required by this Section 2.5(e).

          (f)  Any Note or Common Stock issued upon the conversion or exchange
     of a Note that, prior to the expiration of the holding period applicable to
     sales thereof under Rule 144(k) under the Securities Act (or any successor
     provision), is purchased or owned by the Company or any Affiliate thereof
     may not be resold by the Company or such Affiliate unless registered under
     the Securities Act or resold pursuant to an exemption from the registration
     requirements of the Securities Act in a transaction that results in such
     Notes or Common Stock, as the case may be, no longer being "restricted
     securities" (as defined under Rule 144).

          (g)  Notwithstanding any provision of Section 2.5 to the contrary, in
     the event Rule 144(k) as promulgated under the Securities Act (or any
     successor rule) is amended to change the two-year period under Rule 144(k)
     (or the corresponding period under any successor rule), from and after
     receipt by the Trustee of the Officers' Certificate and Opinion of Counsel
     provided for in this Section 2.5(g), (i) each reference in Section 2.5(d)
     to "two (2) years" and in the restrictive legend set forth in such
     paragraph to "TWO YEARS" shall be deemed for all purposes hereof to be
     references to such changed period, (ii) each reference in Section 2.5(e) to
     "two (2) years" and in the restrictive legend set forth in such paragraph
     to "TWO YEARS" shall be deemed for all purposes hereof to be references to
     such changed period and (iii) all corresponding references in the Notes and
     the restrictive legends thereon shall be deemed for all purposes hereof to
     be references to such changed period, provided that such changes shall not
     become effective if they are otherwise prohibited by, or would otherwise
     cause a violation of, the then-applicable federal securities laws. As soon
     as practicable after the Company has knowledge of the effectiveness of any
     such amendment to change the two-year period under Rule 144(k) (or the
     corresponding period under any successor rule), unless such changes would
     otherwise be prohibited by, or would otherwise cause a violation of, the
     then-applicable securities law, the Company shall provide to the Trustee an
     Officers' Certificate and Opinion of Counsel informing the Trustee of the
     effectiveness of such amendment and the effectiveness of the foregoing
     changes to Sections 2.5(d) and 2.5(e) and the Notes. The provisions of this
     Section 2.5(g) will not be effective until such time as the Opinion of
     Counsel and Officers' Certificate have been received by the Trustee
     hereunder. This Section 2.5(g) shall apply to successive amendments to Rule
     144(k) (or any successor rule) changing the holding period thereunder.

                                      -18-
<PAGE>

          (h)  The Trustee shall have no obligation or duty to monitor,
     determine or inquire as to compliance with any restrictions on transfer
     imposed under this Indenture or under applicable law with respect to any
     transfer of any interest in any Note (including any transfers between or
     among depositary participants or beneficial owners of interests in any
     Global Note) other than to require delivery of such certificates and other
     documentation or evidence as are expressly required by, and to do so if and
     when expressly required by the terms of, this Indenture, and to examine the
     same to determine substantial compliance as to form with the express
     requirements hereof.

     Section 2.6    Mutilated, Destroyed, Lost or Stolen Notes.  In case any
                    ------------------------------------------
Note shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its request the Trustee or an authenticating
agent appointed by the Trustee shall authenticate and deliver, a new Note,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Note, or in lieu of and in substitution for the Note so
destroyed, lost or stolen. In every case the applicant for a substituted Note
shall furnish to the Company, to the Trustee and, if applicable, to such
authenticating agent such security or indemnity as required by them to save each
of them harmless for any loss, liability, cost or expense caused by or connected
with such substitution, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company, to the Trustee and, if applicable,
to such authenticating agent evidence to their satisfaction of the destruction,
loss or theft of such Note and of the ownership thereof.

     The Trustee or such authenticating agent may authenticate any such
substituted Note and deliver the same upon the receipt of such security or
indemnity as the Trustee, the Company and, if applicable, such authenticating
agent may require.  Upon the issuance of any substituted Note, 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 connected
therewith.  In case any Note which has matured or is about to mature or has been
called for redemption or is about to be converted into Common Stock shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Note, pay or authorize the payment of or convert or authorize the
conversion of the same (without surrender thereof except in the case of a
mutilated Note), as the case may be, if the applicant for such payment or
conversion shall furnish to the Company, to the Trustee and, if applicable, to
such authenticating agent such security or indemnity will be required by them to
save each of them harmless for any loss, liability, cost or expense caused by or
connected with such substitution, and, in case of destruction, loss or theft,
evidence satisfactory to the Company, the Trustee and, if applicable, any paying
agent or conversion agent of the destruction, loss or theft of such Note and of
the ownership thereof.

     Every substitute Note issued pursuant to the provisions of this Section 2.6
by virtue of the fact that any Note is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of (but shall be subject to all the limitations set
forth in) this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.  To the extent permitted by law, all Notes shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment or conversion of mutilated,

                                      -19-
<PAGE>

destroyed, lost or stolen Notes and shall preclude any and all other rights or
remedies notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment or conversion of negotiable
instruments or other securities without their surrender.

     Section 2.7    Temporary Notes.  Pending the preparation of definitive
                    ---------------
Notes, the Company may execute and the Trustee or an authenticating agent
appointed by the Trustee shall, upon written request of the Company,
authenticate and deliver temporary Notes (printed or lithographed). Temporary
Notes shall be issuable in any authorized denomination, and substantially in the
form of the definitive Notes but with such omissions, insertions and variations
as may be appropriate for temporary Notes, all as may be determined by the
Company. Every such temporary Note shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Notes. Without unreasonable delay the Company will execute and
deliver to the Trustee or such authenticating agent definitive Notes (other than
in the case of Notes in global form) and thereupon any or all temporary Notes
(other than any the Global Note) may be surrendered in exchange therefor, at
each office or agency maintained by the Company pursuant to Section 5.2 and the
Trustee or such authenticating agent shall authenticate and deliver in exchange
for such temporary Notes an equal aggregate principal amount of definitive
Notes. Such exchange shall be made by the Company at its own expense and without
any charge therefor. Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits and subject to the same limitations
under this Indenture as definitive Notes authenticated and delivered hereunder.

     Section 2.8    Cancellation of Notes Paid, Etc.  All Notes surrendered for
                    -------------------------------
the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer, shall, if surrendered to the Company or any paying
agent or any Note registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Notes shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. Upon written
instructions of the Company, the Trustee shall dispose of canceled Notes in
accordance with its customary procedures. If the Company shall acquire any of
the Notes, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Notes unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.9    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 Notes or as contained in
any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption shall not
be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the "CUSIP" numbers.

                                      -20-
<PAGE>

                                  ARTICLE III

                              REDEMPTION OF NOTES

     Section 3.1    Redemption Prices.  The Company may, at its option, redeem
all or from time to time any part of the Notes on any date prior to maturity,
upon notice as set forth in Section 3.2, and at the optional redemption prices
set forth in the form of Note attached as Exhibit A hereto, together with
accrued interest, if any, to, but excluding, the date fixed for redemption,
provided, however, that no such redemption shall be effected before February 4,
--------  -------
2003.

     Section 3.2    Notice of Redemption; Selection of Notes.  In case the
                    ----------------------------------------
Company shall desire to exercise the right to redeem all or, as the case may be,
any part of the Notes pursuant to Section 3.1, it shall fix a date for
redemption, and it, or at its request (which must be received by the Trustee at
least ten (10) Business Days prior to the date the Trustee is requested to give
notice as described below unless a shorter period is agreed to by the Trustee),
the Trustee in the name of and at the expense of the Company, shall mail or
cause to be mailed a notice of such redemption at least twenty (20) and not more
than sixty (60) days prior to the date fixed for redemption to the holders of
Notes so to be redeemed as a whole or in part at their last addresses as the
same appear on the Note register (provided that if the Company shall give such
                                  --------
notice, it shall also give such notice, and notice of the Notes to be redeemed,
to the Trustee). Such mailing shall be by first class mail. The notice if mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the holder of any Note
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Note.

     Each such notice of redemption shall specify the aggregate principal amount
of Notes to be redeemed, the CUSIP number or numbers of such Notes, the date
fixed for redemption, the redemption price at which Notes are to be redeemed,
the place or places of payment, that payment will be made upon presentation and
surrender of such Notes, that interest accrued to, but excluding, the date fixed
for redemption will be paid as specified in said notice, and that on and after
said date interest thereon or on the portion thereof to be redeemed will cease
to accrue.  Such notice shall also state the current Conversion Price and the
date on which the right to convert such Notes or portions thereof into Common
Stock will expire.  If fewer than all the Notes are to be redeemed, the notice
of redemption shall identify the Notes to be redeemed.  In case any Note is to
be redeemed in part only, the notice of redemption shall state the portion of
the principal amount thereof to be redeemed and shall state that on and after
the date fixed for redemption, upon surrender of such Note, a new Note or Notes
in principal amount equal to the unredeemed portion thereof will be issued.

     On or prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents (or, if the Company is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 5.4) an
amount of money sufficient to redeem on the redemption date all the Notes (or
portions thereof) so called for redemption (other than those theretofore
surrendered for conversion into Common Stock) at the appropriate redemption
price, together with accrued interest to, but

                                      -21-
<PAGE>

excluding, the date fixed for redemption; provided that if such payment is made
                                          --------
on the redemption date it must be received by the Trustee or paying agent, as
the case may be, by 10:00 a.m. New York City time, on such date. If any Note
called for redemption is converted pursuant hereto, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Note shall be paid to the Company upon its request, or, if
then held by the Company shall be discharged from such trust.

     If fewer than all the Notes are to be redeemed, the Company will give the
Trustee written notice in the form of an Officers' Certificate not fewer than
thirty-five (35) days (or such shorter period of time as may be acceptable to
the Trustee) prior to the redemption date as to the aggregate principal amount
of Notes to be redeemed.  If fewer than all the Notes are to be redeemed, the
Trustee shall select the Notes or portions thereof to be redeemed (in principal
amounts of $1,000 or integral multiples thereof), on a pro rata basis, or by a
method the Trustee considers fair and appropriate (as long as such method is not
prohibited by the rules of any United States national securities exchange or of
an established automated over-the-counter trading market in the United States on
which the Notes are then listed).  If any Note selected for partial redemption
is converted in part after such selection, the converted portion of such Note
shall be deemed (so far as is possible) to be the portion to be selected for
redemption.  The Notes (or portions thereof) so selected shall be deemed duly
selected for redemption for all purposes hereof, notwithstanding that any such
Note is converted as a whole or in part before the mailing of the notice of
redemption.

     Upon any redemption of less than all Notes, the Company and the Trustee may
(but need not) treat as outstanding any Notes surrendered for conversion during
the period of fifteen (15) days next preceding the mailing of a notice of
redemption and may (but need not) treat as not outstanding any Note
authenticated and delivered during such period in exchange for the unconverted
portion of any Note converted in part during such period.

     Section 3.3    Payment of Notes Called for Redemption.  If notice of
                    --------------------------------------
redemption has been given as above provided, the Notes or portion of Notes with
respect to which such notice has been given shall, unless converted into Common
Stock pursuant to the terms hereof, become due and payable on the date and at
the place or places stated in such notice at the applicable redemption price,
together with interest accrued to, but excluding, the date fixed for redemption,
and on and after said date (unless the Company shall default in the payment of
such Notes at the redemption price, together with interest accrued to, but
excluding, said date) interest on the Notes or portion of Notes so called for
redemption shall cease to accrue and such Notes shall cease after the close of
business on the Business Day next preceding the date fixed for redemption to be
convertible into Common Stock and, except as provided in Sections 8.5 and 13.4,
to be entitled to any benefit or security under this Indenture, and the holders
thereof shall have no right in respect of such Notes except the right to receive
the redemption price thereof and unpaid interest to, but excluding, the date
fixed for redemption. On presentation and surrender of such Notes at a place of
payment in said notice specified, the said Notes or the specified portions
thereof to be redeemed shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to, but
excluding, the date fixed for redemption; provided that, if the applicable
                                          --------
redemption date is an interest payment date, the semi-annual payment of interest
becoming due on such date shall be

                                      -22-
<PAGE>

payable to the holders of such Notes registered as such on the relevant record
date subject to the terms and provisions of Section 2.3 hereof.

     Upon presentation of any Note redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the holder thereof, at
the expense of the Company, a new Note or Notes, of authorized denominations, in
principal amount equal to the unredeemed portion of the Notes so presented.

     Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of optional redemption during the continuance of a default in
payment of interest or premium on the Notes or of any Event of Default of which,
in the case of any Event of Default other than under Section 7.1(a), (b) or (e),
a Responsible Officer of the Trustee has actual knowledge.  If any Note called
for redemption shall not be so paid upon surrender thereof for redemption, the
principal and premium, if any, shall, until paid or duly provided for, bear
interest from the date fixed for redemption at the rate borne by the Note and
such Note shall remain convertible into Common Stock until the principal and
premium, if any, shall have been paid or duly provided for.

     Section 3.4    Conversion Arrangement on Call for Redemption.  In
                    ---------------------------------------------
connection with any redemption of Notes, the Company may arrange for the
purchase and conversion of any Notes not converted prior to the expiration of
such conversion right by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued to the date
fixed for redemption, of such Notes. Notwithstanding anything to the contrary
contained in this Article III, the obligation of the Company to pay the
redemption price of such Notes, together with interest accrued to, but
excluding, the date fixed for redemption, shall be deemed to be satisfied and
discharged to the extent such amount is so paid by such purchasers. If such an
agreement is entered into, a copy of which, certified as true and correct by the
Secretary or Assistant Secretary of the Company will be filed with the Trustee
prior to the date fixed for redemption, any Notes not duly surrendered for
conversion by the holders thereof may, at the option of the Company, be deemed,
to the fullest extent permitted by law, acquired by such purchasers from such
holders and (notwithstanding anything to the contrary contained in Article XV)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption (and the right to convert
any such Notes shall be deemed to have been extended through such time), subject
to payment of the above amount as aforesaid. At the direction of the Company,
the Trustee shall hold and dispose of any such amount paid to it in the same
manner as it would monies deposited with it by the Company for the redemption of
Notes. Without the Trustee's prior written consent, no arrangement between the
Company and such purchasers for the purchase and conversion of any Notes shall
increase or otherwise affect any of the powers, duties, responsibilities or
obligations of the Trustee as set forth in this Indenture, and the Company
agrees to indemnify the Trustee from, and hold it harmless against, any loss,
liability or expense arising out of or in connection with any such arrangement
for the purchase and conversion of any Notes between the Company and such
purchasers, including the costs and expenses incurred by the Trustee in the
defense of any claim or liability arising out of or in

                                      -23-
<PAGE>

connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under this Indenture.


                                  ARTICLE IV

                            SUBORDINATION OF NOTES

     Section 4.1    Agreement of Subordination.  The Company covenants and
                    --------------------------
agrees, and each holder of Notes issued hereunder by his acceptance thereof
likewise covenants and agrees, that all Notes shall be issued subject to the
provisions of this Article IV; and each person holding any Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and
agrees to be bound by such provisions.

     The payment of the principal of, premium, if any, and interest on all Notes
(including, but not limited to, the redemption price or repurchase price with
respect to the Notes to be redeemed or repurchased, as provided in this
Indenture) issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated to the prior payment in full, in cash or in such
other form of payment as may be acceptable to the holders of Senior
Indebtedness, of all Senior Indebtedness, whether outstanding at the date of
this Indenture or thereafter incurred or created.

     No provision of this Article IV shall prevent the occurrence of any default
or Event of Default hereunder.

     Section 4.2    Payments to Noteholders.  No payment (including pursuant to
                    -----------------------
any redemption or repurchase of Notes) shall be made with respect to the
principal of, or premium, if any, or interest (including Liquidated Damages, if
any) on the Notes, except payments and distributions made by the Trustee as
permitted by Section 4.6, if:

          (1)  a default in the payment of principal, premium, if any, or
     interest or other payment due on Designated Senior Indebtedness occurs and
     is continuing beyond any applicable period of grace; or

          (2)  any other default occurs and is continuing with respect to
     Designated Senior Indebtedness that then permits holders of the Designated
     Senior Indebtedness as to which such default related to accelerate its
     maturity and the Trustee and the Company receive a written notice of such
     default (a "Payment Blockage Notice") from a representative of Designated
     Senior Indebtedness or a holder of Designated Senior Indebtedness or the
     Company.

     The Company may and shall resume payments on the Notes (1) in the case of a
payment default, on the date upon which such default is cured or waived or
ceases to exist, and (2) in the case of a nonpayment default with respect to
Designated Senior Indebtedness, on the earlier of the date on which the
nonpayment default is cured or waived or ceases to exist or 179 days have passed
after the date on which the applicable Payment Blockage Notice is received.

                                      -24-
<PAGE>

     No new period of payment blockage may be commenced pursuant to a Payment
Blockage Notice unless (A) at least 365 days shall have elapsed since the
Company's receipt of the immediately prior Payment Blockage Notice and (B) all
scheduled payments of principal, premium, if any, and interest on the Notes that
have come due have been paid in full in cash, or in such other form of payment
as may be acceptable to the holders of the Notes, and the Trustee or the
requisite holders of Notes shall not have begun proceedings to enforce the right
of the holders to receive payments.  No default (whether or not such event of
default is on the same issue of Designated Senior Indebtedness) that existed or
was continuing on the date of delivery of any Payment Blockage Notice to the
Trustee shall be, or be made, the basis for a subsequent Payment Blockage
Notice.

     In addition, in the event of any acceleration of the Notes because of an
Event of Default, no payment or distribution (including with respect to any
redemption or repurchase of the Notes) shall be made to the Trustee or any
holder of Notes with respect to the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Notes, except payments and
distributions made by the Trustee as permitted by Section 4.6, until all Senior
Indebtedness has been paid in full in cash or other payment satisfactory to the
holders of Senior Indebtedness or such acceleration is rescinded in accordance
with the terms of this Indenture.  If payment of the Notes is accelerated
because of an Event of Default, the Company shall promptly notify holders of
Senior Indebtedness of the acceleration.

     Notwithstanding the foregoing, in the event that the Trustee or any holder
of Notes receives any payment or distribution of assets of the Company of any
kind in contravention of any term of this Indenture, whether in cash, property
or securities, including, without limitation, by way of setoff or otherwise,
before all Senior Indebtedness is paid in full, in cash or such other form of
payment as may be acceptable to the holders of Senior Indebtedness, then such
payment or distribution shall be held by the recipient or recipients in trust
for the benefit of, and shall immediately be paid over or delivered to, the
holders of Senior Indebtedness or their respective representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to make payment in full, in cash or such other form of payment
as may be acceptable to the holders of Senior Indebtedness, of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution, or provision therefor, to or for the holders of such Senior
Indebtedness.

     Nothing in this Section 4.2 shall apply to claims of, or payments to, the
Trustee pursuant to Section 8.6.  This Section 4.2 shall be subject to the
further provisions of Section 4.6.

     Section 4.3    Bankruptcy and Dissolution, Etc.  Upon any payment by the
                    -------------------------------
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to creditors upon any dissolution,
winding-up, liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
amounts due or to become due upon all Senior Indebtedness shall first be paid in
full, in cash or in such other form of payment as may be acceptable to the
holders of Senior

                                      -25-
<PAGE>

Indebtedness, before any payment is made on account of the principal or premium,
if any, and interest on the Notes (except payments made pursuant to Article XIII
from monies deposited with the Trustee pursuant thereto prior to the happening
of such dissolution, winding-up, liquidation or reorganization or bankruptcy,
insolvency, receivership or other such proceedings); and upon any such
dissolution, winding-up, liquidation or reorganization or bankruptcy,
insolvency, receivership or other such proceedings, any payment by the Company,
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the holders of the Notes or the Trustee
under this Indenture would be entitled, except for the provision of this Article
IV, shall (except as aforesaid) 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 Notes or by the Trustee under
this Indenture if received by them or it, directly to the holders of Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their respective representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing any Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full in cash or in such other form of payment as may be acceptable to the
holders of Senior Indebtedness after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness, before any payment or
distribution is made to the holders of the Notes or to the Trustee under this
Indenture.

     Notwithstanding the foregoing, in the event that the Trustee or any holder
of Notes receives any payment or distribution of assets of the Company of any
kind in contravention of any term of this Indenture, whether in cash, property
or securities, including, without limitation, by way of setoff or otherwise,
before all Senior Indebtedness is paid in full, in cash or such other form of
payment as may be acceptable to the holders of Senior Indebtedness, then such
payment or distribution shall be held by the recipient or recipients in trust
for the benefit of, and shall immediately be paid over or delivered to, the
holders of Senior Indebtedness or their respective representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, as calculated by the Company, for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to make payment in full, in cash or such other form of payment
as may be acceptable to the holders of Senior Indebtedness, of all Senior
Indebtedness remaining unpaid, after giving effect to any concurrent payment or
distribution, or provision therefor, to or for the holders of such Senior
Indebtedness.

     For purposes of Section 4.2 hereof and this Section 4.3, 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 IV with respect to the Notes) to the payment of all Senior Indebtedness
which may at the time be outstanding; provided that (i) the Senior Indebtedness
                                      --------
is assumed by the new corporation, if any, resulting from such reorganization or
adjustment, and (ii) the rights of the holders of Senior Indebtedness (other
than leases which are not assumed by the Company or by the new corporation, as
the case may be) are not, without the consent of such holders, altered by such

                                      -26-
<PAGE>

reorganization or readjustment.  The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article XII shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 4.3 if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article
XII.

     Nothing in this Section 4.3 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.6.  This Section 4.3 shall be subject to
the further provisions of Section 4.6.

     Section 4.4    Subrogation of Notes.  Subject to the payment in full in
                    --------------------
cash or in such other form of payment as may be acceptable to the holders of
Senior Indebtedness of all Senior Indebtedness, the rights of the holders of the
Notes shall be subrogated to the extent of the payments or distributions made to
the holders of such Senior Indebtedness pursuant to the provisions of this
Article IV (equally and ratably with the holders of all indebtedness of the
Company which by its express terms is subordinated to other indebtedness of the
Company to substantially the same extent as the Notes are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of, and premium, if any, and interest on the Notes shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of the Senior Indebtedness of any cash, property or securities to
which the holders of the Notes or the Trustee would be entitled except for the
provisions of this Article IV, and no payment over pursuant to the provisions of
this Article IV, to or for the benefit of the holders of Senior Indebtedness by
holders of the Notes or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness, and the holders of the
Notes, be deemed to be a payment by the Company to or on account of the Senior
Indebtedness; and no payments or distributions of cash, property or securities
to or for the benefit of the holders of the Notes pursuant to the subrogation
provisions of this Article IV, which would otherwise have been paid to the
holders of Senior Indebtedness shall be deemed to be a payment by the Company to
or for the account of the Notes. It is understood that the provisions of this
Article IV are and are intended solely for the purposes of defining the relative
rights of the holders of the Notes, on the one hand, and the holders of the
Senior Indebtedness, on the other hand.

     Nothing contained in this Article IV or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Notes the principal of, and premium, if any, and interest on the
Notes 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 Notes and creditors of the Company other than the holders of the Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article IV of

                                      -27-
<PAGE>

the holders of Senior Indebtedness in respect of cash, property or securities of
the Company received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in
this Article IV, the Trustee, subject to the provisions of Section 8.1, and the
holders of the Notes shall be entitled to rely upon any order or decree made by
any court of competent jurisdiction in which such bankruptcy, dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the holders of the Notes, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article IV.

     Section 4.5    Authorization by Noteholders.  Each holder of a Note by his
                    ----------------------------
acceptance thereof authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article IV and appoints the Trustee his attorney-in-fact for
any and all such purposes.

     Section 4.6    Notice to Trustee.  The Company shall give written notice to
                    -----------------
the Trustee of the issuance of any Designated Senior Indebtedness. In addition,
the Company shall give prompt written notice in the form of an Officers'
Certificate to a Responsible Officer of the Trustee and to any paying agent of
any fact known to the Company which would prohibit the making of any payment of
monies to or by the Trustee or any paying agent in respect of the Notes pursuant
to the provisions of this Article IV. Notwithstanding the provisions of this
Article IV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any Senior Indebtedness or of any
default or event of default with respect to any Senior Indebtedness or of any
other facts which would prohibit the making of any payment of monies to or by
the Trustee in respect of the Notes pursuant to the provisions of this Article
IV, unless and until a Responsible Officer of the Trustee shall have received
written notice thereof at the Corporate Trust Office from the Company (in the
form of an Officers' Certificate) or a holder or holders of Senior Indebtedness
or from any trustee thereof who shall have been certified by the Company or
otherwise established to the reasonable satisfaction of the Trustee to be such
holder or trustee; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 8.1, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date at least
                                             --------
two (2) Business Days prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any, or interest on any Note), the
Trustee shall not have received with respect to such monies the notice provided
for in this Section 4.6, then, anything herein contained to the contrary
notwithstanding, the Trustee shall have full power and authority to receive such
monies and to apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary which may be received by it
on or after such prior date.

     Notwithstanding anything to the contrary hereinbefore set forth, nothing
shall prevent (a) any payment by the Company or the Trustee to the Noteholders
of amounts in connection with a

                                      -28-
<PAGE>

redemption of Notes if (i) notice of such redemption has been given to the
Noteholders pursuant to Article III prior to the receipt by the Trustee of
written notice as aforesaid, and (ii) such notice of redemption is given not
earlier than sixty (60) days before the redemption date, (b) any payment by the
Company or the Trustee to the Noteholders of amounts in connection with a
repurchase of Notes if (i) notice of such repurchase has been given pursuant to
Article XVI prior to the receipt by the Trustee of written notice as aforesaid,
and (ii) such notice of repurchase is given not earlier than forty (40) days
before the repurchase date, or (c) any payment by the Trustee to the Noteholders
of monies deposited with it pursuant to Section 13.1.

     The Trustee, subject to the provisions of Section 8.1, shall be entitled to
rely on the delivery to it of a written notice by a person representing himself
to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to
establish that such notice has been given by a holder of Senior Indebtedness 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 Senior Indebtedness to participate in
any payment or distribution pursuant to this Article IV, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of Senior Indebtedness 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 rights of such person under this Article IV, 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.

     Section 4.7    Trustee's Relation to Senior Indebtedness.  The Trustee and
                    -----------------------------------------
any agent of the Company or the Trustee in its individual capacity shall be
entitled to all the rights set forth in this Article IV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in Section 8.13 or elsewhere in this Indenture
shall deprive the Trustee or any such agent of any of its rights as such holder.
Nothing in this Article IV shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 8.6.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article IV, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 4.2 and Section 8.1, the Trustee shall not be liable to
any holder of Senior Indebtedness if it shall pay over or deliver to holders of
Notes, the Company or any other person money or assets to which any holder of
Senior Indebtedness shall be entitled by virtue of this Article IV or otherwise.

     Section 4.8    No Impairment of Subordination.  No right of any present or
                    ------------------------------
future holder of any Senior Indebtedness 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.

                                      -29-
<PAGE>

     Section 4.9    Certain Conversions Deemed Payment.  For the purposes of
                    ----------------------------------
this Article IV only, (1) the issuance and delivery of junior securities upon
conversion of Notes in accordance with Article XV or upon repurchase of the
Notes by the Company in the event of a Repurchase Event in accordance with
Article XVI shall not be deemed to constitute a payment or distribution on
account of the principal of (or premium, if any) or interest on Notes or on
account of the purchase or other acquisition of Notes, and (2) the payment,
issuance or delivery of cash (including cash paid for fractional shares upon
conversion of a Note or upon repurchase of a Note upon a Repurchase Event),
property or securities (other than junior securities) upon conversion of a Note
or upon repurchase of a Note on a Repurchase Event shall be deemed to constitute
payment on account of the principal of such Note. For the purposes of this
Section, the term "junior securities" means (a) shares of any stock of any class
of the Company and (b) securities of the Company which are subordinated in right
of payment to all Senior Indebtedness which may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Notes are so subordinated as provided in this
Article. Nothing contained in this Article or elsewhere in this Indenture or in
the Notes is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the holders of the Notes, the
right, which is absolute and unconditional, of the holder of any Note to convert
such Note in accordance with Article XV.

     Section 4.10    Article Applicable to Paying Agents.  If at any time any
                     -----------------------------------
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term Trustee as used in this Article IV shall
(unless the context shall otherwise require) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article in addition to or in
place of the Trustee; provided, however, that the first sentence of Section 4.5
shall not apply to the Company or any Affiliate of the Company if it or such
Affiliate acts as paying agent.

                                   ARTICLE V

                      PARTICULAR COVENANTS OF THE COMPANY

     Section 5.1    Payment of Principal, Premium and Interest.  The Company
                    ------------------------------------------
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest on each of the Notes at the
places, at the respective times and in the manner provided herein and in the
Notes. Each installment of interest on the Notes due on any semi-annual interest
payment date may be paid by mailing checks for the interest payable to or upon
the written order of the holders of Notes entitled thereto as they shall appear
on the registry books of the Company, provided that, with respect to any holder
of Notes with an aggregate principal amount equal to or in excess of $2,000,000,
at the request of such holder in writing to the Company, interest on such
holder's Notes shall be paid by wire transfer in immediately available funds in
accordance with the wire transfer instructions supplied by such holder from time
to time to the Trustee and paying agent (if different from Trustee) at least two
days prior to the applicable record date; provided that any payment to the
                                          --------
Depositary or its nominee shall be paid by wire transfer in immediately
available funds in accordance with the wire transfer instruction supplied by the
Depositary or its nominee from

                                      -30-
<PAGE>

time to time to the Trustee and paying agent (if different from Trustee) at
least two days prior to the applicable record date.

     Section 5.2    Maintenance of Office or Agency.  The Company will maintain
                    -------------------------------
in the Borough of Manhattan, The City of New York, an office or agency where the
Notes may be presented for registration of transfer or exchange or for
presentation for payment or for conversion, redemption or repurchase and where
notices and demands to or upon the Company in respect of the Notes 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 not designated or appointed by the Trustee. 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 made or served at the Corporate Trust Office or the
office or agency of the Trustee in the Borough of Manhattan, The City of New
York.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided that no
                                                              --------
such designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in the Borough of Manhattan, The City
of New York, 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.

     The Company hereby initially designates the Trustee as paying agent, Note
registrar, Custodian and conversion agent and the Corporate Trust Office and the
office or agency of the Trustee in the Borough of Manhattan, The City of New
York (which initially shall be The Bank of New York, located at 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust
Trustee Administration, as one such office or agency of the Company for each of
the aforesaid purposes.

     So long as the Trustee is the Note registrar, the Trustee agrees to mail,
or cause to be mailed, the notices set forth in Section 8.10(a) and the third
paragraph of Section 8.11.

     Section 5.3    Appointments to Fill Vacancies in Trustee's Office.  The
                    --------------------------------------------------
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

     Section 5.4    Provisions as to Paying Agent.
                    -----------------------------

          (a)  If the Company shall appoint a paying agent other than the
     Trustee or if the Trustee shall appoint such a paying agent, it will cause
     such paying agent to execute and deliver to the Trustee an instrument in
     which such agent shall agree with the Trustee, subject to the provisions of
     this Section 5.4:

                 (1)  that it will hold all sums held by it as such agent for
          the payment of the principal of and premium, if any, or interest on
          the Notes (whether such sums have

                                      -31-
<PAGE>

          been paid to it by the Company or by any other obligor on the Notes)
          in trust for the benefit of the holders of the Notes;

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

               (3)  that at any time during the continuance of an Event of
          Default, upon request of the Trustee, it will forthwith pay to the
          Trustee all sums so held in trust.

          The Company shall, on or before each due date of the principal of,
     premium, if any, or interest on the Notes, deposit with the paying agent a
     sum sufficient to pay such principal, premium, if any, or interest, and
     (unless such paying agent is the Trustee) the Company will promptly notify
     the Trustee of any failure to take such action, provided that if such
     deposit is made on the due date, such deposit must be received by the
     paying agent by 10:00 a.m., New York City time, on such date.

          (b)  If the Company shall act as its own paying agent, it will, on or
     before each due date of the principal of, premium, if any, or interest on
     the Notes, set aside, segregate and hold in trust for the benefit of the
     holders of the Notes a sum sufficient to pay such principal, premium, if
     any, or interest so becoming due and will notify the Trustee of any failure
     to take such action and of any failure by the Company (or any other obligor
     under the Notes) to make any payment of the principal of, premium, if any,
     or interest on the Notes when the same shall become due and payable.

          (c)  Anything in this Section 5.4 to the contrary notwithstanding, the
     Company may, at any time, for the purpose of obtaining a satisfaction and
     discharge of this Indenture, or for any other reason, pay or cause to be
     paid to the Trustee all sums held in trust by the Company or any paying
     agent hereunder as required by this Section 5.4, such sums to be held by
     the Trustee upon the trusts herein contained and upon such payment by the
     Company or any paying agent to the Trustee, the Company or such paying
     agent shall be released from all further liability with respect to such
     sums.

          (d)  Anything in this Section 5.4 to the contrary notwithstanding, the
     agreement to hold sums in trust as provided in this Section 5.4 is subject
     to Sections 13.3 and 13.4.

     Section 5.5    Existence.  Subject to Article XII, the Company will do or
                    ---------
cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.

     Section 5.6    Rule 144A Information Requirement.  Within the period prior
                    ---------------------------------
to the expiration of the holding period applicable to sales thereof under Rule
144(k) under the Securities Act (or any successor provision), the Company
covenants and agrees that it shall, during any period in which it is not subject
to Section 13 or 15(d) under the Exchange Act, make available to any holder or
beneficial holder of Notes or any Common Stock issued upon conversion thereof,
in each case which continue to be Restricted Securities, in connection with any
sale thereof and any prospective

                                      -32-
<PAGE>

purchaser of Notes or such Common Stock from such holder or beneficial holder,
the information required pursuant to Rule 144A(d)(4) under the Securities Act
upon the request of any holder or beneficial holder of the Notes or such Common
Stock and it will take such further action as any holder or beneficial holder of
such Notes or such Common Stock may reasonably request, all to the extent
required from time to time to enable such holder or beneficial holder to sell
its Notes or Common Stock without registration under the Securities Act within
the limitation of the exemption provided by Rule 144A, as such rule may be
amended from time to time. Upon the request of any holder or any beneficial
holder of the Notes or such Common Stock, the Company will deliver to such
holder a written statement as to whether it has complied with such requirements.

     Section 5.7    Stay, Extension and Usury Laws.  The Company covenants (to
                    ------------------------------
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of or
interest on the Notes as contemplated herein, wherever enacted, now or at any
time hereafter in force, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, 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 has been enacted.

     Section 5.8    Compliance Certificate.  The Company shall deliver to the
                    ----------------------
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on September 30, 2000) an Officers'
Certificate stating whether or not to the best of their knowledge the signers
know of any default or Event of Default that occurred during such period. If
they do, such Officers' Certificate shall describe the default or Event of
Default and its status.

     The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

     Section 5.9    Further Instruments and Acts.  Upon request of the Trustee,
                    ----------------------------
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

                                  ARTICLE VI

         NOTEHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     Section 6.1    Noteholders' Lists.  The Company covenants and agrees that
                    ------------------
it will furnish or cause to be furnished to the Trustee, semi-annually, not more
than fifteen (15) days after each January 15 and July 15 in each year beginning
with July 15, 2000 and at such other times as the

                                      -33-
<PAGE>

Trustee may request in writing, within thirty (30) days after receipt by the
Company of any such request (or such lesser time as the Trustee may reasonably
request in order to enable it to timely provide any notice to be provided by it
hereunder), a list in such form as the Trustee may reasonably require of the
names and addresses of the holders of Notes as of a date not more than fifteen
(15) days (or such other date as the Trustee may reasonably request in order to
so provide any such notices) prior to the time such information is furnished,
except that no such list need be furnished so long as the Trustee is acting as
Note registrar.

     Section 6.2    Preservation and Disclosure of Lists.
                    ------------------------------------

          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Notes contained in the most recent list furnished to it as provided in Section
6.1 or maintained by the Trustee in its capacity as Note registrar, if so
acting. The Trustee may destroy any list furnished to it as provided in Section
6.1 upon receipt of a new list so furnished.

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

          (c)  Every Noteholder, 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 of Notes made pursuant to the
Trust Indenture Act.

     Section 6.3    Reports by Trustee.
                    ------------------

          (a)  After this Indenture has been qualified under the Trust Indenture
Act, the Trustee shall transmit to holders of Notes such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313 (a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each January 15 following the date of this Indenture
deliver to holders a brief report, dated as of such January 15 which complies
with the provisions of such Section 313(a).

          (b)  A copy of such report shall, at the time of such transmission to
holders of Notes, be filed by the Trustee with each stock exchange and automated
quotation system upon which the Notes are listed and with the Company. The
Company will promptly notify the Trustee when the Notes are listed on any stock
exchange or automated quotation system and when any such listing is
discontinued.

     Section 6.4    Reports by Company
                    ------------------

          (a)  After this Indenture has been qualified under the Trust Indenture
Act, the Company shall file with the Trustee and the Commission, and transmit to
holders of Notes, such information, documents and other reports and such
summaries thereof, as may be required pursuant

                                      -34-
<PAGE>

to the Trust Indenture Act at the times and in the manner provided pursuant to
such 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.

          (b)  The Company will deliver to the Trustee (a) as soon as available
and in any event within ninety (90) days after the end of each fiscal year of
the Company (i) a consolidated balance sheet of the Company and its subsidiaries
as of the end of such fiscal year and the related consolidated statements of
operations, stockholders' equity and cash flows for such fiscal year, all
reported on by an independent public accountant of nationally recognized
standing and (ii) a report containing a management's discussion and analysis of
the financial condition and results of operations and a description of the
business and properties of the Company and (b) as soon as available and in any
event within forty-five (45) days after the end of each of the first three
quarters of each fiscal year of the Company (i) an unaudited consolidated
management's discussion and analysis of the financial condition and results of
operations of the Company for such quarter; provided that the foregoing
statements and reports shall not be required for any fiscal year or quarter, as
the case may be, with respect to which the Company files or expects to file with
the Trustee an annual report or quarterly report, as the case may be, pursuant
to the preceding paragraph of this Section 6.4. 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).


                                  ARTICLE VII

                             DEFAULTS AND REMEDIES

     Section 7.1    Events of Default.  In case one or more of the following
                    -----------------
Events of Default (whatever the reason for such Event of Default and whether it
shall 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) shall have occurred and be
continuing:

          (a)  default in the payment of the principal of and premium, if any,
     on any of the Notes as and when the same shall become due and payable
     either at maturity or in connection with any redemption, by declaration or
     otherwise, whether or not such payment is prohibited by the provisions of
     Article IV; or

          (b)  default for thirty (30) days in the payment of any installment of
     interest or Liquidated Damages, if any, upon any of the Notes as and when
     the same shall become due and payable, whether or not such payment is
     prohibited by the provisions of Article IV; or

                                      -35-
<PAGE>

          (c)  failure by the Company to deliver shares of Common Stock required
     to be delivered upon conversion of a Note in accordance with Article XV of
     this Indenture and continuance of such default for five (5) Business Days;
     or

          (d)  failure on the part of the Company duly to observe or perform any
     other of the covenants on the part of the Company in the Notes or in this
     Indenture (other than a covenant a default in whose performance or whose
     breach is elsewhere in this Section specifically dealt with) and the
     continuance of such failure for a period of sixty (60) days after the date
     on which written notice of such failure, requiring the Company to remedy
     the same, shall have been given to the Company by the Trustee, or to the
     Company and a Responsible Officer of the Trustee by the holders of at least
     25% in aggregate principal amount of the outstanding Notes at the time
     outstanding determined in accordance with Section 9.4; or

          (e)  a default in the payment of the Repurchase Price in respect of
     any Note on the repurchase date therefor in accordance with the provisions
     of Article XVI, whether or not such payment in cash of the Repurchase Price
     is prohibited by the provisions of Article IV; or

          (f)  failure on the part of the Company to provide a written notice of
     a Repurchase Event in accordance with Section 16.2; or

          (g)  failure on the part of the Company or any Significant Subsidiary
     to make any payment at maturity, including any applicable grace period, in
     respect of Indebtedness of, or guaranteed or assumed by, the Company or any
     Significant Subsidiary, in a principal amount then outstanding in excess of
     U.S. $20,000,000, and the continuance of such failure for a period of
     thirty (30) days after there shall have been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the holders of not less than 25% in aggregate principal amount
     of the Notes then outstanding, a written notice specifying such default and
     requiring the Company to cause such default to be cured or waived and
     stating that such notice is a "Notice of Default" hereunder; or

          (h)  default on the part of the Company or any Significant Subsidiary
     with respect to any Indebtedness of, or guaranteed or assumed by, the
     Company or any Significant Subsidiary, which default results in the
     acceleration of Indebtedness in a principal amount then outstanding in
     excess of U.S. $20,000,000, and such Indebtedness shall not have been
     discharged or such acceleration shall not have been rescinded or annulled
     for a period of thirty (30) days after there shall have been given, by
     registered or certified mail, to the Company by the Trustee or to the
     Company and the Trustee by the holders of not less than 25% in aggregate
     principal amount of the Notes then outstanding, a written notice specifying
     such default and requiring the Company to cause such Indebtedness to be
     discharged or cause such default to be cured or waived or such acceleration
     to be rescinded or annulled and stating that such notice is a "Notice of
     Default" hereunder; or

          (i)  the Company or any Significant Subsidiary shall commence a
     voluntary case or other proceeding seeking liquidation, reorganization or
     other relief with respect to itself or its debts under any bankruptcy,
     insolvency or other similar law now or hereafter in effect or

                                      -36-
<PAGE>

     seeking the appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its property, or
     shall consent to any such relief or to the appointment of or taking
     possession by any such official in an involuntary case or other proceeding
     commenced against it, or shall make a general assignment for the benefit of
     creditors, or shall fail generally to pay its debts as they become due; or

          (j)  an involuntary case or other proceeding shall be commenced
     against the Company or any Significant Subsidiary seeking liquidation,
     reorganization or other relief with respect to it or its debts under any
     bankruptcy, insolvency or other similar law now or hereafter in effect or
     seeking the appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its property, and
     such involuntary case or other proceeding shall remain undismissed and
     unstayed for a period of ninety (90) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 7.1(i) or (j) with respect to the Company), unless the principal of
all of the Notes shall have already become due and payable, either the Trustee
or the holders of not less than 25% in aggregate principal amount of the Notes
then outstanding hereunder determined in accordance with Section 9.4, by notice
in writing to the Company (and to the Trustee if given by Noteholders), may
declare the principal of and premium, if any, on all the Notes and the interest
accrued thereon to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this
Indenture or in the Notes contained to the contrary notwithstanding.  If an
Event of Default specified in Section 7.1(i) or (j) occurs and is continuing
with respect to the Company, the principal of all the Notes and the interest
accrued thereon shall be immediately due and payable.  This provision, however,
is subject to the conditions that if, at any time after the principal of the
Notes shall have been so declared due and payable, and before any judgment or
decree for the payment of the monies due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all Notes and
the principal of and premium, if any, on any and all Notes which shall have
become due otherwise than by acceleration (with interest on overdue installments
of interest (to the extent that payment of such interest is enforceable under
applicable law) and on such principal and premium, if any, at the rate borne by
the Notes, to the date of such payment or deposit) and amounts due to the
Trustee pursuant to Section 8.6, and if any and all defaults under this
Indenture, other than the nonpayment of principal of and premium, if any, and
accrued interest on Notes which shall have become due by acceleration, shall
have been cured or waived pursuant to Section 7.7, then and in every such case
the holders of a majority in aggregate principal amount of the Notes then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults or Events of Default and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or Event of Default, or shall impair any
right consequent thereon.  The Company shall notify the Responsible Officer of
the Trustee, promptly upon becoming aware thereof, of any default or Event of
Default and shall deliver to the Trustee a statement specifying such default or
Event of Default and the action the Company has taken, is taking or proposes to
take with respect thereto.

                                      -37-
<PAGE>

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such waiver or rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the holders of Notes, and the Trustee shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company, the holders of Notes, and the Trustee shall continue as
though no such proceeding had been instituted.

     Section 7.2    Payments of Notes on Default; Suit Therefor.  The Company
                    -------------------------------------------
covenants that (a) in case default shall be made in the payment by the Company
of any installment of interest upon any of the Notes as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty (30) days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Notes as and when the same shall
have become due and payable, whether at maturity of the Notes or in connection
with any redemption or repurchase, by declaration under this Indenture or
otherwise, then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Notes, the whole amount that then
shall have become due and payable on all such Notes for principal and premium,
if any, or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon the overdue installments of interest
at the rate borne by the Notes; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any expenses or liabilities incurred by the Trustee hereunder other than through
its negligence or bad faith. Until such demand by the Trustee, the Company may
pay the principal of and premium, if any, and interest on the Notes to the
registered holders, whether or not the Notes are overdue.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Notes
and collect in the manner provided by law out of the property of the Company or
any other obligor on the Notes wherever situated the monies adjudged or decreed
to be payable.

     In the case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Notes under Title
11 of the United States Code, or any other applicable law, or in case a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Company or such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such other obligor upon the Notes, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand pursuant to the provisions of this Section 7.2, shall
be entitled and empowered, by intervention in such proceedings

                                      -38-
<PAGE>

or otherwise, to file and prove a claim or claims for the whole amount of
principal, premium, if any, and interest owing and unpaid in respect of the
Notes, and, in case of any judicial proceedings, to file such proofs of claim
and other papers or documents and to take such other actions as it may deem
necessary or advisable in order to have the claims of the Trustee and of the
Noteholders allowed in such judicial proceedings relative to the Company or any
other obligor on the Notes, its or their creditors, or its or their property,
and to collect and receive any monies or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of any
amounts due the Trustee under Section 8.6; and any receiver, assignee or trustee
in bankruptcy or reorganization, liquidator, custodian or similar official is
hereby authorized by each of the Noteholders 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 Noteholders, to pay to the Trustee any amount due it
for reasonable compensation, expenses, advances and disbursements, including
agents and counsel fees incurred by it up to the date of such distribution. To
the extent that such payment of reasonable compensation, expenses, advances and
disbursements out of the estate in any such proceedings shall be denied for any
reason, payment of the same shall be secured by a lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders of the Notes may be entitled to receive in such proceedings,
whether in liquidation or under any plan of reorganization or arrangement or
otherwise.

     All rights of action and of asserting claims under this Indenture, or under
any of the Notes, may be enforced by the Trustee without the possession of any
of the Notes, or the production thereof on any trial or other proceeding
relative thereto, and any such suit or 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 the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the holders of the Notes.

     In any proceedings brought by the Trustee (and in any proceedings involving
the interpretation of any provision of this Indenture to which the Trustee shall
be a party) the Trustee shall be held to represent all the holders of the Notes,
and it shall not be necessary to make any holders of the Notes parties to any
such proceedings.

     Section 7.3    Application of Monies Collected by Trustee.  Any monies
                    ------------------------------------------
collected by the Trustee pursuant to this Article VII shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such monies, upon presentation of the several Notes, and stamping thereon the
payment, if only partially paid, and upon surrender thereof, if fully paid:

          First:  To the payment of all amounts due the Trustee under Section
     8.6;

          Second:  Subject to the provisions of Article IV, in case the
     principal of the outstanding Notes shall not have become due and be unpaid,
     to the payment of interest on the Notes in default in the order of the
     maturity of the installments of such interest, with interest (to the extent
     that such interest has been collected by the Trustee) upon the overdue
     installments of interest at the rate borne by the Notes, such payments to
     be made ratably to the persons entitled thereto;

                                      -39-
<PAGE>

          Third:  Subject to the provisions of Article IV, in case the principal
     of the outstanding Notes shall have become due, by declaration or
     otherwise, and be unpaid, to the payment of the whole amount then owing and
     unpaid upon the Notes for principal and premium, if any, and interest, with
     interest on the overdue principal and premium, if any, and (to the extent
     that such interest has been collected by the Trustee) upon overdue
     installments of interest at the rate borne by the Notes; and in case such
     monies shall be insufficient to pay in full the whole amounts so due and
     unpaid upon the Notes, then to the payment of such principal and premium,
     if any, and interest without preference or priority of principal and
     premium, if any, over interest, or of interest over principal and premium,
     if any, or of any installment of interest over any other installment of
     interest, or of any Note over any other Note, ratably to the aggregate of
     such principal and premium, if any, and accrued and unpaid interest; and

          Fourth:  Subject to the provisions of Article IV, to the payment of
     the remainder, if any, to the Company or any other person lawfully entitled
     thereto.

          Section 7.4    Proceedings by Noteholder.  No holder of any Note shall
                         -------------------------
have any right by virtue of or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture, or for the appointment of a receiver, trustee,
liquidator, custodian or other similar official, or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof, as hereinbefore
provided, and unless also the holders of not less than 25% in aggregate
principal amount of the Notes then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such indemnity as may be
reasonably satisfactory to the Trustee against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for sixty (60)
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 7.7; it being understood and intended, and being
expressly covenanted by the taker and holder of every Note with every other
taker and holder and the Trustee, that no one or more holders of Notes 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 holder of Notes, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Notes (except as otherwise provided herein).
For the protection and enforcement of this Section 7.4, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

     Notwithstanding any other provision of this Indenture and any provision of
any Note, the right of any holder of any Note to receive payment of the
principal of and premium, if any, and interest on such Note, on or after the
respective due dates expressed in such Note, or to institute suit for the
enforcement of any such payment on or after such respective dates against the
Company shall not be impaired or affected without the consent of such holder.

                                      -40-
<PAGE>

     Anything in this Indenture or the Notes to the contrary notwithstanding,
the holder of any Note, without the consent of either the Trustee or the holder
of any other Note, in his own behalf and for his own benefit, may enforce, and
may institute and maintain any proceeding suitable to enforce, his rights of
conversion as provided herein.

     Section 7.5  Proceedings by Trustee. In case of an Event of Default the
                  ----------------------
Trustee may in its discretion proceed to protect and enforce the rights vested
in it by this Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such rights, either by
suit in equity or by action at law or by proceeding in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement contained in
this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

     Section 7.6  Remedies Cumulative and Continuing. Except as provided in the
                  ----------------------------------
last paragraph of Section 2.6, all powers and remedies given by this Article VII
to the Trustee or to the Noteholders shall, to the extent permitted by law, be
deemed cumulative and not exclusive of any thereof or of any other powers and
remedies available to the Trustee or the holders of the Notes, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture, and no delay or omission
of the Trustee or of any holder of any of the Notes to exercise any right or
power accruing upon any default or Event of Default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or any acquiescence therein; and, subject to the
provisions of Section 7.4, every power and remedy given by this Article VII or
by law to the Trustee or to the Noteholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the Noteholders.

     Section 7.7  Direction of Proceedings and Waiver of Defaults by Majority of
                  --------------------------------------------------------------
Noteholders. The holders of a majority in aggregate principal amount of the
-----------
Notes at the time outstanding determined in accordance with Section 9.4 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, however, that (a) such direction shall
                                --------  -------
not be in conflict with any rule of law or with this Indenture, and (b) the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction. The holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding determined in
accordance with Section 9.4 may on behalf of the holders of all of the Notes
waive any past default or Event of Default hereunder and its consequences except
(i) a default in the payment of interest or premium, if any, on, or the
principal of, the Notes when due, (ii) a failure by the Company to convert any
Notes into Common Stock or (iii) a default in respect of a covenant or
provisions hereof which under Article XI cannot be modified or amended without
the consent of the holders of all Notes then outstanding. Upon any such waiver
the Company, the Trustee and the holders of the Notes shall be restored to their
former positions and rights hereunder; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 7.7, said default or Event of Default shall
for all purposes of the Notes and this Indenture be deemed to

                                      -41-
<PAGE>

have been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 7.8  Notice of Defaults. The Trustee shall, within ninety (90) days
                  ------------------
after the occurrence of a default, mail to all Noteholders, as the names and
addresses of such holders appear upon the Note register, notice of all defaults
actually known to a Responsible Officer, unless such defaults shall have been
cured or waived before the giving of such notice; and provided that, except in
the case of default in the payment of the principal of, or premium, if any, or
interest on any of the Notes, including without limiting the generality of the
foregoing any default in the payment of any Repurchase Price or in the payment
of any amount due in connection with any redemption of Notes, then in any such
event the Trustee shall be protected in withholding such notice if and so long
as a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Noteholders.

     Section 7.9  Undertaking to Pay Costs. All parties to this Indenture agree,
                  ------------------------
and each holder of any Note by his acceptance thereof shall be deemed to have
agreed, that any court may, in its discretion, require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; provided that the provisions of this Section 7.9
                             --------
shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Noteholder, or group of Noteholders, holding in the aggregate more than 10%
in principal amount of the Notes at the time outstanding determined in
accordance with Section 9.4, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or premium, if any, or interest
on any Note (including, but not limited to, the redemption price or repurchase
price with respect to the Notes being redeemed or repurchased as provided in
this Indenture) on or after the due date expressed in such Note or to any suit
for the enforcement of the right to convert any Note in accordance with the
provisions of Article XV.

     Section 7.10 Delay or Omission Not Waiver. No delay or omission of the
                  ----------------------------
Trustee or of any holder of any Note 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 any acquiescence therein. Every right and
remedy given by this Article or by law to the Trustee or to the holders of Notes
may be exercised from time to time, and as often as may be deemed expedient, by
the Trustee or by the holders of Notes, as the case may be.


                                 ARTICLE VIII


                            CONCERNING THE TRUSTEE


     Section 8.1  Duties and Responsibilities of Trustee. The Trustee, prior to
                  --------------------------------------
the occurrence of an Event of Default and after the curing or waiver of all
Events of Default which may have occurred,

                                      -42-
<PAGE>

undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured or waived) 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 such person's own affairs.

     No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own willful misconduct, except that


          (a)  prior to the occurrence of an Event of Default and after the
     curing or waiving of all Events of Default which may have occurred:

               (1)  the duties and obligations of the Trustee shall be
     determined solely by the express provisions of this Indenture and, after it
     has been qualified thereunder, the Trust Indenture Act, and the Trustee
     shall not be liable except for the performance of such duties and
     obligations as are specifically set forth in this Indenture and no implied
     covenants or obligations shall be read into this Indenture and the Trust
     Indenture Act against the Trustee; and

               (2)  in the absence of bad faith and willful misconduct on the
     part of the Trustee, the Trustee may conclusively rely, as to the truth of
     the statements and the correctness of the opinions expressed therein, upon
     any certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but, in the case of any such certificates
     or opinions which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they conform to the requirements of this
     Indenture;

          (b)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer or Officers of the Trustee, unless it
     shall be provided that the Trustee was negligent in ascertaining the
     pertinent facts;

          (c)  the Trustee shall not be liable to any Noteholder with respect to
     any action taken or omitted to be taken by it in good faith in accordance
     with the direction of the holders of not less than a majority in principal
     amount of the Notes at the time outstanding determined as provided in
     Section 9.4 relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture; and

          (d)  whether or not therein 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.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its

                                      -43-
<PAGE>

duties or in the exercise of any of its rights or powers, if there is reasonable
ground for believing that the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.

     Section 8.2  Reliance on Documents, Opinions, Etc. Except as otherwise
                  ------------------------------------
provided in Section 8.1:

          (a)  the Trustee may conclusively rely and shall be protected in
     acting upon any resolution, certificate, statement, instrument, opinion,
     report, notice, request, consent, order, bond, note, coupon or other paper
     or document believed by it in good faith to be genuine and to have been
     signed or presented by the proper party or parties;

          (b)  any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by an Officers' Certificate (unless
     other evidence in respect thereof be herein specifically prescribed); and
     any resolution of the Board of Directors may be evidenced to the Trustee by
     a copy thereof certified by the Secretary or an Assistant Secretary of the
     Company;

          (c)  the Trustee may consult with counsel of its selection and any
     advice of such counsel or Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or omitted by
     it hereunder in good faith and in accordance with such advice or Opinion of
     Counsel;

          (d)  the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Noteholders pursuant to the provisions of this
     Indenture, unless such Noteholders shall have offered to the Trustee
     reasonable security or indemnity reasonably satisfactory to it against the
     costs, expenses and liabilities which may be incurred therein or thereby;

          (e)  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 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 examine the
     books, records and premises of the Company, personally or by agent or
     attorney; provided, however, that if the payment within a reasonable time
               --------  -------
     to the Trustee of the costs, expenses or liabilities likely to be incurred
     by it in the making of such investigation is, in the opinion of the
     Trustee, not reasonably assured to the Trustee by the security afforded to
     it by the terms of this Indenture, the Trustee may require indemnity
     reasonably satisfactory to the Trustee from the Noteholders against such
     expenses or liability as a condition to so proceeding; the reasonable
     expenses of every such examination shall be paid by the Company or, if paid
     by the Trustee or any predecessor Trustee, shall be repaid by the Company
     upon demand;

                                      -44-
<PAGE>

          (f)  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 by it with due
     care hereunder;

          (g)  the Trustee shall not be liable for any action taken, suffered,
     or omitted to be taken by it in good faith and reasonably believed by it to
     be authorized or within the discretion or rights or powers conferred upon
     it by this Indenture;

          (h)  the Trustee shall not be deemed to have notice of any default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Notes and this Indenture; and

          (i)  the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder.

In no event shall the Trustee be liable for any consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action other than through the Trustee's willful misconduct or
gross negligence.

     Section 8.3  No Responsibility for Recitals, Etc. The recitals contained
                  -----------------------------------
herein and in the Notes (except in the Trustee's certificate of authentication)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.

     Section 8.4  Trustee, Paying Agents, Conversion Agents or Registrar May Own
                  --------------------------------------------------------------
Notes. The Trustee, any paying agent, any conversion agent or Note registrar,
-----
in its individual or any other capacity, may become the owner or pledgee of
Notes with the same rights it would have if it were not Trustee, paying agent,
conversion agent or Note registrar.

     Section 8.5  Monies to Be Held in Trust. Subject to the provisions of
                  --------------------------
Section 13.4, all monies received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they were received.
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 may be
agreed in writing from time to time by the Company and the Trustee.

                                      -45-
<PAGE>

     Section 8.6  Compensation and Expenses of Trustee. The Company covenants
                  ------------------------------------
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall from time to
time agree in writing for all services rendered by it hereunder in any capacity
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel and of all persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or
bad faith. The Company also covenants to indemnify the Trustee or any
predecessor Trustee in any capacity under this Indenture and its agents and any
authenticating agent for, and to hold them harmless against, any and all loss,
damages, claims, liability or expense incurred without negligence, willful
misconduct or bad faith on the part of the Trustee or such agent or
authenticating agent, as the case may be, and arising out of or in connection
with the acceptance or administration of this trust or in any other capacity
hereunder, including the costs and expenses of defending themselves against any
claim (whether asserted by the Company, a Holder or any other Person) of
liability in the premises. The obligations of the Company under this Section 8.6
to compensate or indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall be secured by a lien prior to that of
the Notes upon all property and funds held or collected by the Trustee as such,
except, subject to the effect of Sections 4.3 and 7.6, funds held in trust
herewith for the benefit of the holders of particular Notes prior to the date of
the accrual of such unpaid compensation or indemnifiable claim. The obligation
of the Company under this Section shall survive the satisfaction and discharge
of this Indenture. The indemnification provided in this Section 8.6 shall extend
to the officers, directors, agents and employees of the Trustee.

     When the Trustee and its agents and any authenticating agent incur expenses
or render services after an Event of Default specified in Section 7.1(i) or (j)
occurs, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy, insolvency or
similar laws.

     Section 8.7  Officers' Certificate as Evidence. Except as otherwise
                  ---------------------------------
provided in Section 8.1, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, willful misconduct, recklessness
and bad faith on the part of the Trustee, be deemed to be conclusively proved
and established by an Officers' Certificate delivered to the Trustee, and such
Officers' Certificate, in the absence of negligence, willful misconduct,
recklessness and bad faith on the part of the Trustee, shall be full warrant to
the Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.

     Section 8.8  Conflicting Interests of Trustee. After qualification under
                  --------------------------------
the Trust Indenture Act, if the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust

                                      -46-
<PAGE>

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.

     Section 8.9  Eligibility of Trustee. 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 (together
with its corporate parent) of at least $50,000,000. If such person publishes
reports of condition at least annually, pursuant to law or to the requirements
of any supervising or examining authority, 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.

     Section 8.10 Resignation or Removal of Trustee.
                  ---------------------------------

          (a)  The Trustee may at any time resign by giving written notice of
     such resignation to the Company and by mailing notice thereof to the
     holders of Notes at their addresses as they shall appear on the Note
     register. Upon receiving such notice of resignation, the Company shall
     promptly appoint a successor trustee by written instrument, in duplicate,
     executed by order of the Board of Directors, one copy of which instrument
     shall be delivered to the resigning Trustee and one copy to the successor
     trustee. If no successor trustee shall have been so appointed and have
     accepted appointment sixty (60) days after the mailing of such notice of
     resignation to the Noteholders, the resigning Trustee may, at the expense
     of the Company, petition any court of competent jurisdiction for the
     appointment of a successor trustee, or any Noteholder who has been a bona
     fide holder of a Note or Notes for at least six months may, subject to the
     provisions of Section 7.9, on behalf of himself and all others similarly
     situated, petition any such court for the appointment of a successor
     trustee. Such court may thereupon, after such notice, if any, as it may
     deem proper and prescribe, appoint a successor trustee.

          (b)  In case at any time any of the following shall occur:

               (1)  the Trustee shall fail to comply with Section 8.8 within a
          reasonable time after written request therefor by the Company or by
          any Noteholder who has been a bona fide holder of a Note or Notes for
          at least six months, or

               (2)  the Trustee shall cease to be eligible in accordance with
          the provisions of Section 8.9 and shall fail to resign after written
          request therefor by the Company or by any such Noteholder, or

               (3)  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,

                                      -47-
<PAGE>

     then, in any such case, the Company may by a Board resolution remove the
     Trustee and appoint a successor trustee by written instrument, in
     duplicate, executed by order of the Board of Directors, one copy of which
     instrument shall be delivered to the Trustee so removed and one copy to the
     successor trustee, or, subject to the provisions of Section 7.9, any
     Noteholder who has been a bona fide holder of a Note or Notes for at least
     six months may, on behalf 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. Such court may thereupon, after
     such notice, if any, as it may deem proper and prescribe, remove the
     Trustee and appoint a successor trustee.

          (c)  The holders of a majority in aggregate principal amount of the
     Notes at the time outstanding may at any time remove the Trustee and
     nominate a successor trustee which shall be deemed appointed as successor
     trustee unless within ten (10) days after notice to the Company of such
     nomination the Company objects thereto, in which case the Trustee so
     removed or any Noteholder, upon the terms and conditions and otherwise as
     in Section 8.10(a) provided, may, at the expense of the Company, petition
     any court of competent jurisdiction for an appointment of a successor
     trustee.

          (d)  Any resignation or removal of the Trustee and appointment of a
     successor trustee pursuant to any of the provisions of this Section 8.10
     shall become effective upon acceptance of appointment by the successor
     trustee as provided in Section 8.11.

     Section 8.11  Acceptance by Successor Trustee. Any successor trustee
                   -------------------------------
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amounts then due it pursuant to the provisions of Section
8.6, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Notes, to secure any amounts then due it pursuant to the
provisions of Section 8.6.

     No successor trustee shall accept appointment as provided in this Section
8.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 8.8 and be eligible under the
provisions of Section 8.9.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.11, each of the Company and the former trustee shall mail or cause to
be mailed notice of the succession of

                                      -48-
<PAGE>

such trustee hereunder to the holders of Notes at their addresses as they shall
appear on the Note register. If the Company fails to mail such notice within ten
(10) days after acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

     Section 8.12  Succession by Merger, Etc. Any corporation or other entity
                   -------------------------
into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or other
entity succeeding to all or substantially all of the corporate trust business of
the Trustee (including the trust created by this Indenture), shall be the
successor to the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto, provided that in
the case of any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee such corporation shall be qualified
under the provisions of Section 8.8 and eligible under the provisions of Section
8.9.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Notes shall have been authenticated
but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee or authenticating agent appointed
by such predecessor trustee, and deliver such Notes so authenticated; and in
case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee or an authenticating agent appointed by such successor
trustee may authenticate such Notes either in the name of any predecessor
trustee hereunder or in the name of the successor trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
--------  -------
any predecessor Trustee or to authenticate Notes in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

     Section 8.13  Limitation on Rights of Trustee as Creditor. If and when the
                   -------------------------------------------
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Notes), after qualification under the Trust Indenture Act, the Trustee shall
be subject to the provisions of the Trust Indenture Act regarding the collection
of the claims against the Company (or any such other obligor).


                                  ARTICLE IX


                          CONCERNING THE NOTEHOLDERS

     Section 9.1   Action by Noteholders. Whenever in this Indenture it is
                   ---------------------
provided that the holders of a specified percentage in aggregate principal
amount of the Notes may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action, the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by Noteholders
in person or by agent or proxy appointed in writing, or (b) by the record of the
holders of Notes voting in favor thereof at any meeting of

                                      -49-
<PAGE>

Noteholders duly called and held in accordance with the provisions of Article X,
or (c) by a combination of such instrument or instruments and any such record of
such a meeting of Noteholders. Whenever the Company or the Trustee solicits the
taking of any action by the holders of the Notes, the Company or the Trustee may
fix in advance of such solicitation, a date as the record date for determining
holders entitled to take such action. The record date shall be not more than
fifteen (15) days prior to the date of commencement of solicitation of such
action.

     Section 9.2  Proof of Execution by Noteholders. Subject to the provisions
                  ---------------------------------
of Sections 8.1, 8.2 and 10.5, proof of the execution of any instrument by a
Noteholder or his agent or proxy shall be sufficient if made in accordance with
such reasonable rules and regulations as may be prescribed by the Trustee or in
such manner as shall be satisfactory to the Trustee. The holding of Notes shall
be proved by the Note register or by a certificate of the Note registrar. The
record of any Noteholders' meeting shall be proved in the manner provided in
Section 10.6.

     Section 9.3  Who Are Deemed Absolute Owners. The Company, the Trustee, any
                  ------------------------------
authenticating agent, any paying agent, any conversion agent and any Note
registrar may deem the person in whose name such Note shall be registered upon
the Note register to be, and may treat him as, the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and interest on such Note, for
conversion of such Note and for all other purposes; and neither the Company nor
the Trustee nor any paying agent nor any conversion agent nor any Note registrar
shall be affected by any notice to the contrary. All such payments so made to
any holder for the time being, or upon his order, shall be valid, and, to the
extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for monies payable upon any such Note.

     Section 9.4  Company-Owned Notes Disregarded. In determining whether the
                  -------------------------------
holders of the requisite aggregate principal amount of Notes have concurred in
any direction, consent, waiver or other action under this Indenture, Notes which
are owned by the Company or any other obligor on the Notes or by any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Notes shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
               --------
shall be protected in relying on any such direction, consent, waiver or other
action only Notes which a Responsible Officer actually knows are so owned shall
be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 9.4 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Notes and that the pledgee is not the Company, any other obligor on the
Notes or a person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee. Upon request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Notes, if any, known by the Company to
be owned or held by or for the account of any of the above described persons;
and, subject to Section 8.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts

                                      -50-
<PAGE>

therein set forth and of the fact that all Notes not listed therein are
outstanding for the purpose of any such determination.

     Section 9.5  Revocation of Consents; Future Holders Bound. At any time
                  --------------------------------------------
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.1, of the taking of any action by the holders of the percentage in aggregate
principal amount of the Notes specified in this Indenture in connection with
such action, any holder of a Note which is shown by the evidence to be included
in the Notes the holders of which have consented to such action may, by filing
written notice with the Trustee at its Corporate Trust Office and upon proof of
holding as provided in Section 9.2, revoke such action so far as concerns such
Note. Except as aforesaid, any such action taken by the holder of any Note shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Note and of any Notes issued in exchange or substitution
therefor, irrespective of whether any notation in regard thereto is made upon
such Note or any Note issued in exchange or substitution therefor.



                                   ARTICLE X


                             NOTEHOLDERS' MEETINGS

     Section 10.1 Purpose of Meetings. A meeting of Noteholders may be called at
                  -------------------
any time and from time to time pursuant to the provisions of this Article X for
any of the following purposes:

          (1)  to give any notice to the Company or to the Trustee or to give
     any directions to the Trustee permitted under this Indenture, or to consent
     to the waiving of any default or Event of Default hereunder and its
     consequences, or to take any other action authorized to be taken by
     Noteholders pursuant to any of the provisions of Article VII;

          (2)  to remove the Trustee and nominate a successor trustee pursuant
     to the provisions of Article VIII;

          (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.2;

          (4)  to take any other action authorized to be taken by or on behalf
     of the holders of any specified aggregate principal amount of the Notes
     under any other provision of this Indenture or under applicable law; or

          (5)  to take any other action authorized by this Indenture or under
     applicable law.

     Section 10.2 Call of Meetings by Trustee. The Trustee may at any time call
                  ---------------------------
a meeting of Noteholders to take any action specified in Section 10.1, to be
held at such time and at such place in the Borough of Manhattan, The City of New
York, as the Trustee shall determine. Notice of every meeting of the
Noteholders, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting and the establishment of
any record date pursuant to

                                      -51-
<PAGE>

Section 9.1, shall be mailed to holders of Notes at their addresses as they
shall appear on the Note register. Such notice shall also be mailed to the
Company. Such notices shall be mailed not less than twenty (20) nor more than
ninety (90) days prior to the date fixed for the meeting.

     Any meeting of Noteholders shall be valid without notice if the holders of
all Notes then outstanding are present in person or by proxy or if notice is
waived before or after the meeting by the holders of all Notes outstanding, and
if the Company and the Trustee are either present by duly authorized
representatives or have, before or after the meeting, waived notice.

     Section 10.3  Call of Meetings by Company or Noteholders. In case at any
                   ------------------------------------------
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least 10% in aggregate principal amount of the Notes then
outstanding, shall have requested the Trustee to call a meeting of Noteholders,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within twenty (20) days after receipt of such request, then the Company
or such Noteholders may determine the time and the place for such meeting and
may call such meeting to take any action authorized in Section 10.1, by mailing
notice thereof as provided in Section 10.2.

     Section 10.4  Qualifications for Voting. To be entitled to vote at any
                   -------------------------
meeting of Noteholders a person shall (a) be a holder of one or more Notes on
the record date pertaining to such meeting or (b) be a person appointed by an
instrument in writing as proxy by a holder of one or more Notes. The only
persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

     Section 10.5  Regulations. Notwithstanding any other provisions of this
                   -----------
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

     The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Noteholders as provided in Section 10.3, in which case the Company
or the Noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote at the
meeting.

     Subject to the provisions of Section 9.4, at any meeting each Noteholder or
proxyholder shall be entitled to one vote for each $1,000 principal amount of
Notes held or represented by him; provided, however, that no vote shall be cast
                                  --------  -------
or counted at any meeting in respect of any Note challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of Notes held by
him or instruments in writing as aforesaid duly designating him as the proxy to
vote on behalf of other

                                      -52-
<PAGE>

Noteholders. Any meeting of Noteholders duly called pursuant to the provisions
of Section 10.2 or 10.3 may be adjourned from time to time by the holders of a
majority of the aggregate principal amount of Notes represented at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

     Section 10.6  Voting. The vote upon any resolution submitted to any meeting
                   ------
of Noteholders shall be by written ballot on which shall be subscribed the
signatures of the holders of Notes or of their representatives by proxy and the
principal amount of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 10.2. The record shall show the principal amount of the Notes voting in
favor of or against any resolution. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Company and the other to the Trustee to
be preserved by the Trustee, the latter to have attached thereto the ballots
voted at the meeting.

     Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

     Section 10.7  No Delay of Rights by Meeting. Nothing in this Article X
                   -----------------------------
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Noteholders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to the Noteholders under
any of the provisions of this Indenture or of the Notes.



                                  ARTICLE XI


                            SUPPLEMENTAL INDENTURES

     Section 11.1  Supplemental Indentures Without Consent of Noteholders. The
                   ------------------------------------------------------
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

          (a)  to make provision with respect to the conversion rights of the
     holders of Notes pursuant to the requirements of Section 15.6;

          (b)  subject to Article IV, to convey, transfer, assign, mortgage or
     pledge to the Trustee as security for the Notes, any property or assets;

                                      -53-
<PAGE>

          (c)  to evidence the succession of another corporation to the Company,
     or successive successions, and the assumption by the successor corporation
     of the covenants, agreements and obligations of the Company pursuant to
     Article XII ;

          (d)  to add to the covenants of the Company such further covenants,
     restrictions or conditions for the benefit of the holders of Notes, and to
     make the occurrence, or the occurrence and continuance, of a default in any
     such additional covenants, restrictions or conditions a default or an Event
     of Default permitting the enforcement of all or any of the several remedies
     provided in this Indenture as herein set forth; provided, however, that in
                                                     --------  -------
     respect of any such additional covenant, restriction or condition such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the Trustee upon such
     default;

          (e)  to provide for the issuance under this Indenture of Notes in
     coupon form (including Notes registrable as to principal only) and to
     provide for exchangeability of such Notes with the Notes issued hereunder
     in fully registered form and to make all appropriate changes for such
     purpose;

          (f)  to cure any ambiguity or to correct or supplement any provision
     contained herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture which shall not
     materially adversely affect the interests of the holders of the Notes;

          (g)  to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Notes; or

          (h)  to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary to effect the qualifications of this
     Indenture under the Trust Indenture Act, or under any similar federal
     statute hereafter enacted.

     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, to make any further appropriate agreements
and stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section
11.1 may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 11.2.

                                      -54-
<PAGE>

     Section 11.2 Supplemental Indentures With Consent of Noteholders. With the
                  ---------------------------------------------------
consent (evidenced as provided in Article IX) of the holders of not less than a
majority in aggregate principal amount of the Notes at the time outstanding
(determined in accordance with Section 9.4), the Company, when authorized by the
resolutions of the Board of Directors, and the Trustee may from time to time and
at any time 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 any supplemental indenture or of
modifying in any manner the rights of the holders of the Notes; provided,
                                                                --------
however, that no such supplemental indenture shall (i) extend the fixed maturity
-------
of any Note, or reduce the rate or extend the time of payment of interest
thereon, or reduce the principal amount thereof or premium, if any, thereon, or
reduce any amount payable on redemption or repurchase thereof, impair, or change
in any respect adverse to the holder of Notes, the obligation of the Company to
repurchase any Note at the option of the holder upon the happening of a
Repurchase Event, or impair or adversely affect the right of any Noteholder to
institute suit for the payment thereof, or change the currency in which the
Notes are payable, or impair or change in any respect adverse to the Noteholders
the right to convert the Notes into Common Stock subject to the terms set forth
herein, including Section 15.6, or modify the provisions of this Indenture with
respect to the subordination of the Notes in a manner adverse to the
Noteholders, without the consent of the holder of each Note so affected, or (ii)
reduce the aforesaid percentage of Notes, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all Notes then outstanding.

     Upon the request of the Company, accompanied by a copy of the resolutions
of the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such supplemental
indenture unless such supplemental indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in is discretion, but shall not be obligated to, enter into such
supplemental indenture.

     It shall not be necessary for the consent of the Noteholders under this
Section 11.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.3 Effect of Supplemental Indentures. Any supplemental indenture
                  ---------------------------------
executed pursuant to the provisions of this Article XI shall comply with the
Trust Indenture Act, as then in effect. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article XI, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Notes shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

                                      -55-
<PAGE>

     Section 11.4  Notation on Notes. Notes authenticated and delivered after
                   -----------------
the execution of any supplemental indenture pursuant to the provisions of this
Article XI may bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may, at the Company's expense, be prepared and
executed by the Company, authenticated by the Trustee (or an authenticating
agent duly appointed by the Trustee pursuant to Section 17.11) and delivered in
exchange for the Notes then outstanding, upon surrender of such Notes then
outstanding.

     Section 11.5  Evidence of Compliance of Supplemental Indenture to Be
                   ------------------------------------------------------
Furnished Trustee. The Trustee, subject to the provisions of Sections 8.1 and
-----------------
8.2, shall receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article XI.

                                  ARTICLE XII

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     Section 12.1  Company May Consolidate, Etc. on Certain Terms.  The Company
                   ----------------------------------------------
shall not, directly or indirectly, consolidate with or merge with or into any
other Person or sell, lease, convey or transfer all its properties and assets
substantially as an entirety, whether in a single transaction or a series of
related transactions, to any Person or group of affiliated Persons unless:

          (a)  either (i) in the case of a merger or consolidation that does not
involve a transfer of all or substantially all of the Company's properties and
assets, the Company is the surviving entity or (ii) in case the Company shall
consolidate with or merge into another Person or sell, lease, convey or transfer
all its properties and assets substantially as an entirety, whether in a single
transaction or a series of related transactions, to any Person, the Person
formed by such consolidation or into which the Company is merged, or the Person
which acquires by sale, conveyance or transfer, or which leases the properties
and assets of the Company 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 satisfactory
to the Trustee, the due and punctual payment of the principal of, premium, if
any, and interest (including Liquidated Damages, if any) on all of the Notes as
applicable, 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 the applicable conversion rights set forth in Section 15.6 and the
repurchase rights set forth in Article XVI;

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

                                      -56-
<PAGE>

          (c)  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, together with any documents required under
Article IX.

     Section 12.2   Successor Corporation to Be Substituted. In case of any such
                    ---------------------------------------
consolidation, merger, sale, conveyance or lease in accordance with Section
12.1, and, where required in accordance with Section 12.1(a) upon the assumption
by the successor corporation, by supplemental indenture, executed and delivered
to the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and interest on all of the
Notes and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named herein as the party of the first part. Such
successor corporation thereupon may cause to be signed, and may issue either in
its own name or in the name of E*TRADE Group, Inc. any or all of the Notes
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver,
or cause to be authenticated and delivered, any Notes which previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Notes which such successor corporation thereafter shall
cause to be signed and delivered to the Trustee for that purpose. All the Notes
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Notes had been issued at the date
of the execution hereof. In the event of any such consolidation, merger, sale,
conveyance or lease, the person named as the "Company" in the first paragraph of
this Indenture or any successor which shall thereafter have become such in the
manner prescribed in this Article XII may be dissolved, wound up and liquidated
at any time thereafter and such person shall be released from its liabilities as
obligor and maker of the Notes and from its obligations under this Indenture.

     In case of any such consolidation, merger, sale, conveyance or lease, such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

     Section 12.3   Opinion of Counsel to Be Given Trustee.  The Trustee,
                    --------------------------------------
subject to Sections 8.1 and 8.2, shall receive an Officers' Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance or lease and any such assumption complies with the provisions
of this Article XII.

                                      -57-
<PAGE>

                                 ARTICLE XIII

                    SATISFACTION AND DISCHARGE OF INDENTURE

     Section 13.1   Discharge of Indenture.  When (a) the Company shall
                    ----------------------
deliver to the Trustee for cancellation all Notes theretofore authenticated
(other than any Notes which have been destroyed, lost or stolen and in lieu of
or in substitution for which other Notes shall have been authenticated and
delivered) and not theretofore canceled, or (b) all the Notes not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and the Company shall
deposit with the Trustee, in trust, funds sufficient to pay at maturity or upon
redemption of all of the Notes (other than any Notes which shall have been
mutilated, destroyed, lost or stolen and in lieu of or in substitution for which
other Notes shall have been authenticated and delivered) not theretofore
canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or
redemption date, as the case may be, and if in either case the Company shall
also pay or cause to be paid all other sums payable hereunder by the Company,
then this Indenture shall cease to be of further effect (except as to (i)
remaining rights of registration of transfer, substitution and exchange and
conversion of Notes, (ii) rights hereunder of Noteholders to receive payments of
principal of and premium, if any, and interest on, the Notes and the other
rights, duties and obligations of Noteholders, as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee and (iii) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
on demand of the Company accompanied by an Officers' Certificate and an Opinion
of Counsel as required by Section 17.5 and at the cost and expense of the
Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in connection with
this Indenture or the Notes.

     Section 13.2   Deposited Monies to Be Held in Trust by Trustee.  Subject
                    -----------------------------------------------
to Section 13.4, all monies deposited with the Trustee pursuant to Section 13.1
shall be held in trust and applied by it to the payment, notwithstanding the
provisions of Article IV, either directly or through any paying agent (including
the Company if acting as its own paying agent), to the holders of the particular
Notes for the payment or redemption of which such monies have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest and premium, if any.

     Section 13.3   Paying Agent to Repay Monies Held.  Upon the satisfaction
                    ---------------------------------
and discharge of this Indenture, all monies then held by any paying agent of the
Notes (other than the Trustee) shall, upon demand of the Company, be repaid to
it or paid to the Trustee, and thereupon such paying agent shall be released
from all further liability with respect to such monies.

     Section 13.4   Return of Unclaimed Monies.  Subject to the requirements of
                    --------------------------
applicable law, any monies deposited with or paid to the Trustee for payment of
the principal of, premium, if any, or

                                      -58-
<PAGE>

interest on Notes and not applied but remaining unclaimed by the holders of
Notes for two years after the date upon which the principal of, premium, if any,
or interest on such Notes, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee on written demand and all
liability of the Trustee shall thereupon cease with respect to such monies; and
the holder of any of the Notes shall thereafter look only to the Company for any
payment which such holder may be entitled to collect unless an applicable
abandoned property law designates another person.

     Section 13.5   Reinstatement.  If (i) the Trustee or the paying agent is
                    -------------
unable to apply any money in accordance with Section 13.2 by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application and (ii) the holders of at least a
majority in principal amount of the then outstanding Notes so request by written
notice to the Trustee, the Company's obligations under this Indenture and the
Notes shall be revived and reinstated as though no deposit had occurred pursuant
to Section 13.1 until such time as the Trustee or the paying agent is permitted
to apply all such money in accordance with Section 13.2; provided, however, that
                                                         --------  -------
if the Company makes any payment of interest on or principal of any Note
following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the holders of such Notes to receive such payment from the
money held by the Trustee or paying agent.

                                  ARTICLE XIV

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     Section 14.1   Indenture and Notes Solely Corporate Obligations.  No
                    ------------------------------------------------
recourse for the payment of the principal of or premium, if any, or interest on
any Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
this Indenture or in any supplemental indenture or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issue of the Notes.

                                  ARTICLE XV

                              CONVERSION OF NOTES

     Section 15.1   Right to Convert.  Subject to and upon compliance with the
                    ----------------
provisions of this Indenture, the holder of any Note shall have the right, at
his option, at any time following the date of original issuance of the Notes and
prior to the close of business on February 1, 2007 (except that, with respect to
any Note or portion of a Note which shall be called for redemption, such right
shall

                                      -59-
<PAGE>

terminate, except as provided in the fifth paragraph of Section 15.2 and Section
3.4, at the close of business on the Business Day next preceding the date fixed
for redemption of such Note or portion of a Note unless the Company shall
default in payment due upon redemption thereof) to convert the principal amount
of any such Note, or any portion of such principal amount which is $1,000 or an
integral multiple thereof, into that number of fully paid and non-assessable
shares of Common Stock (as such shares shall then be constituted) obtained by
dividing the principal amount of the Note or portion thereof surrendered for
conversion by the Conversion Price in effect at such time, by surrender of the
Note so to be converted in whole or in part in the manner provided in Section
15.2; provided, however, that in the event, at any time a Note is surrendered
      --------  -------
for conversion in whole or in part pursuant to this Section 15.1, the Company
does not have available for issuance upon such conversion as authorized and
unissued shares or in its treasury at least the number of shares of Common Stock
required to be issued pursuant thereto, then such Note (or portion thereof as to
which conversion has been requested), to the extent that sufficient shares of
Common Stock are not then available for issuance upon conversion, shall be
converted into the right to receive from the Company, in lieu of the shares of
Common Stock into which the Note would otherwise be converted and which the
Company is unable to issue, a payment equal to the number of shares of Common
Stock which the Company is unable to issue multiplied by the average of the
Closing Price (as defined in Section 15.5(h)(1)) for the Company's Common Stock
during the five (5) Trading Days (as defined in Section 15.5(h)(5)) immediately
prior to the date on which such Note (or specified portion thereof) is deemed to
have been converted pursuant to this Article, such calculations to be made by
the Company. Any such payment shall, for all purposes of this Indenture and the
Note, be deemed to be a payment of principal plus a premium equal to the total
amount payable less the principal portion of any such Note surrendered for
conversion as to which such payment is required to be made because shares of
Common Stock are not then available for issuance upon such conversion. For
purposes of Sections 15.5 and 15.6, whenever a provision references the shares
of Common Stock into which a Note (or a portion thereof) is convertible or the
shares of Common Stock issuable upon conversion of a Note (or a portion thereof)
or words of similar import, any determination required by such provision shall
be made as if a sufficient number of shares of Common Stock were then available
for issuance upon conversion of all outstanding Notes. A holder of Notes is not
entitled to any rights of a holder of Common Stock until such holder has
converted his Notes to Common Stock, and only to the extent such Notes are
deemed to have been converted to Common Stock under this Article XV. A Note with
respect to which a holder has delivered a notice in accordance with Section 16.2
regarding such holder's election to require the Company to repurchase such
holder's Notes following the occurrence of a Repurchase Event may be converted
in accordance with this Article XV only if such holder withdraws such notice by
delivering a written notice of withdrawal to the Company prior to the close of
business on last Business Day prior to the day fixed for repurchase.

     Section 15.2   Exercise of Conversion Privilege; Issuance of Common Stock
                    ----------------------------------------------------------
on Conversion; No Adjustment for Interest or Dividends. In order to exercise the
------------------------------------------------------
conversion privilege with respect to any Note in definitive form, the holder of
any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Company pursuant to
Section 5.2, accompanied by the funds, if any, required by the penultimate
paragraph of this Section 15.2, and shall give written notice of conversion in
the form provided on the Notes (or such

                                      -60-
<PAGE>

other notice which is acceptable to the Company) to the office or agency that
the holder elects to convert such Note or such portion thereof specified in said
notice. Such notice shall also state the name or names (with address) in which
the certificate or certificates for shares of Common Stock which shall be
issuable on such conversion shall be issued, and shall be accompanied by
transfer taxes, if required pursuant to Section 15.7. Each such Note surrendered
for conversion shall, unless the shares issuable on conversion are to be issued
in the same name as the registration of such Note, be duly endorsed by, or be
accompanied by instruments of transfer in form satisfactory to the Company duly
executed by, the holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
in the Global Note, the beneficial holder must complete the appropriate
instruction form for conversion pursuant to the Depositary's book-entry
conversion program, deliver by book-entry delivery an interest in the Global
Note, furnish appropriate endorsements and transfer documents if required by the
Company or the Trustee or conversion agent, and pay the funds, if any, required
by the penultimate paragraph of this Section 15.2 and any transfer taxes, if
required pursuant to Section 15.7.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above (but in no event later than three (3) Business Days
after satisfaction of such requirements for conversion), subject to compliance
with any restrictions on transfer if shares issuable on conversion are to be
issued in a name other than that of the Noteholder (as if such transfer were a
transfer of the Note or Notes (or portion thereof) so converted), the Company
shall issue and shall deliver to such holder at the office or agency maintained
by the Company for such purpose pursuant to Section 5.2, a certificate or
certificates for the number of full shares of Common Stock issuable upon the
conversion of such Note or portion thereof in accordance with the provisions of
this Article and a check or cash in respect of any fractional interest in
respect of a share of Common Stock arising upon such conversion, as provided in
Section 15.3 (which payment, if any, shall be paid no later than five Business
Days after satisfaction of the requirements for conversion set forth above).  In
case any Note of a denomination greater than $1,000 shall be surrendered for
partial conversion, and subject to Section 2.3, the Company shall execute and
the Trustee shall authenticate and deliver to the holder of the Note so
surrendered, without charge to him, a new Note or Notes in authorized
denominations in an aggregate principal amount equal to the unconverted portion
of the surrendered Note.

     Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 15.2 have been satisfied as to such Note (or portion thereof), and
the person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
                                                                  --------
however, that any such surrender on any date when the stock transfer books of
-------
the Company shall be closed shall constitute the person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such Note shall be surrendered.

                                      -61-
<PAGE>

     Any Note or portion thereof surrendered for conversion during the period
from the close of business on the record date for any interest payment date
through the close of business on the Business Day next preceding such interest
payment date shall (unless such Note or portion thereof being converted shall
have been called for redemption pursuant to a redemption notice mailed to the
Noteholders in accordance with Section 3.2) be accompanied by payment, in New
York Clearing House funds or other funds acceptable to the Company, of an amount
equal to the interest otherwise payable on such interest payment date on the
principal amount being converted; provided, however, that no such payment need
                                  --------  -------
be made if there shall exist at the time of conversion a default in the payment
of interest on the Notes.  Except as provided above in this Section 15.2, no
adjustment shall be made for interest accrued on any Note converted or for
dividends on any shares issued upon the conversion of such Note as provided in
this Article.

     Upon the conversion of an interest in the Global Note, the Trustee, or the
Custodian at the direction of the Trustee, shall make a notation on the Global
Note as to the reduction in the principal amount represented thereby.

     Section 15.3   Cash Payments in Lieu of Fractional Shares. No fractional
                    ------------------------------------------
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares which shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Notes (or specified portions thereof to the
extent permitted hereby) so surrendered for conversion. If any fractional share
of stock otherwise would be issuable upon the conversion of any Note or Notes,
the Company shall calculate and pay a cash adjustment in lieu of such fractional
share at the current market value thereof to the holder of Notes. The current
market value of a share of Common Stock shall be the Closing Price on the first
Trading Day immediately preceding the day on which the Notes (or specified
portions thereof) are deemed to have been converted and such Closing Price shall
be determined as provided in Section 15.5(h).

     Section 15.4   Conversion Price. The conversion price shall be as specified
                    ----------------
in the form of Note (herein called the "Conversion Price") attached as Exhibit A
                                                                       ---------
hereto, subject to adjustment as provided in this Article XV.

     Section 15.5   Adjustment of Conversion Price. The Conversion Price shall
                    ------------------------------
be adjusted from time to time by the Company as follows:

          (a)  In case the Company shall hereafter pay a dividend or make a
     distribution to all holders of the outstanding Common Stock in shares of
     Common Stock, the Conversion Price in effect at the opening of business on
     the date following the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution shall be reduced by
     multiplying such 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 Record Date (as defined in Section 15.5(h)) 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

                                      -62-
<PAGE>

     business on the day following the Record Date. If any dividend or
     distribution of the type described in this Section 15.5(a) is declared but
     not so paid or made, the Conversion Price shall again be adjusted to the
     Conversion Price which would then be in effect if such dividend or
     distribution had not been declared.

          (b)  In case the Company shall issue rights or warrants to all holders
     of its outstanding shares of Common Stock entitling them (for a period
     expiring within forty-five (45) days after the date fixed for the
     determination of stockholders entitled to receive such rights or warrants)
     to subscribe for or purchase shares of Common Stock at a price per share
     less than the Current Market Price (as defined in Section 15.5(h)) on the
     Record Date fixed for the determination of stockholders entitled to receive
     such rights or warrants, the Conversion Price shall be adjusted so that the
     same shall equal the price determined by multiplying the Conversion Price
     in effect at the opening of business on the date after such Record Date by
     a fraction of which the numerator shall be the number of shares of Common
     Stock outstanding at the close of business on the Record Date plus the
     number of shares which the aggregate offering price of the total number of
     shares so offered for subscription or purchase would purchase at such
     Current Market Price, and of which the denominator shall be the number of
     shares of Common Stock outstanding on the close of business on the Record
     Date plus the total number of additional shares of Common Stock so offered
     for subscription or purchase. Such adjustment shall become effective
     immediately after the opening of business on the day following the Record
     Date fixed for determination of stockholders entitled to receive such
     rights or warrants. To the extent that shares of Common Stock are not
     delivered pursuant to such rights or warrants, upon the expiration or
     termination of such rights or warrants the Conversion Price shall be
     readjusted to the Conversion Price which would then be in effect had the
     adjustments made upon the issuance of such rights or warrants been made on
     the basis of delivery of only the number of shares of Common Stock actually
     delivered. In the event that such rights or warrants are not so issued, the
     Conversion Price shall again be adjusted to be the Conversion Price which
     would then be in effect if such date fixed for the determination of
     stockholders entitled to receive such rights or warrants had not been
     fixed. In determining whether any rights or warrants entitle the holders to
     subscribe for or purchase shares of Common Stock at less than such Current
     Market Price, and in determining the aggregate offering price of such
     shares of Common Stock, there shall be taken into account any consideration
     received for such rights or warrants, the value of such consideration, if
     other than cash, to be determined by the Board of Directors.

          (c)  In case the outstanding shares of Common Stock shall be
     subdivided into a greater number of shares of Common Stock, the 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
     be combined into a smaller number of shares of Common Stock, the 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.

                                      -63-
<PAGE>

          (d)  In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Common Stock shares of any class of capital stock of
     the Company (other than any dividends or distributions to which Section
     15.5(a) applies) or evidences of its indebtedness or other assets
     (including securities, but excluding (1) any rights or warrants referred to
     in Section 15.5(b) and, (2) dividends and distributions (A) in connection
     with the liquidation, dissolution or winding up of the Company or paid (B)
     exclusively in cash and (3) any capital stock, evidences of indebtedness,
     cash or assets distributed upon a merger or consolidation to which Section
     15.6 applies) (the foregoing hereinafter in this Section 15.5(d) called the
     "Securities")), unless the Company elects to reserve such Securities for
     distribution to the Noteholders upon conversion of the Notes so that any
     such holder converting Notes will receive upon such conversion, in addition
     to the shares of Common Stock to which such holder is entitled, the amount
     and kind of such Securities which such holder would have received if such
     holder had converted its Notes into Common Stock immediately prior to the
     Record Date (as defined in Section 15.5(h) for such distribution of the
     Securities) then, in each such case, the Conversion Price shall be reduced
     so that the same shall be equal to the price determined by multiplying the
     Conversion Price in effect immediately prior to the close of business on
     the Record Date (as defined in Section 15.5(h)) with respect to such
     distribution by a fraction of which the numerator shall be the Current
     Market Price (determined as provided in Section 15.5(h)) on such date less
     the fair market value (as determined by the Board of Directors, whose
     determination shall be conclusive and described in a Board Resolution) on
     such date of the portion of the Securities so distributed applicable to one
     share of Common Stock and the denominator shall be such Current Market
     Price, such reduction to become effective immediately prior to the opening
     of business on the day following the Record Date; provided, however, that
                                                       --------  -------
     in the event the then fair market value (as so determined) of the portion
     of the Securities so distributed applicable to one share of Common Stock is
     equal to or greater than the Current Market Price on the Record Date, in
     lieu of the foregoing adjustment, adequate provision shall be made so that
     each Noteholder shall have the right to receive upon conversion of a Note
     (or any portion thereof) the amount of Securities such holder would have
     received had such holder converted such Note (or portion thereof)
     immediately prior to such Record Date. In the event that such dividend or
     distribution is not so paid or made, the Conversion Price shall again be
     adjusted to be the Conversion Price which would then be in effect if such
     dividend or distribution had not been declared. If the Board of Directors
     determines the fair market value of any distribution for purposes of this
     Section 15.5(d) by reference to the actual or when issued trading market
     for any securities comprising all or part of such distribution, it must in
     doing so consider the prices in such market over the same period (the
     "Reference Period") used in computing the Current Market Price pursuant to
     Section 15.5(h) to the extent possible, unless the Board of Directors in a
     board resolution determines in good faith that determining the fair market
     value during the Reference Period would not be in the best interest of the
     Noteholder.

          In the event that the Company implements a stockholder rights plan,
     such rights plan shall provide that upon conversion of the Notes the
     holders will receive, in addition to the Common Stock issuable upon such
     conversion, the rights issued under such rights plan (notwithstanding the
     occurrence of an event causing such rights to separate from the

                                      -64-
<PAGE>

     Common Stock at or prior to the time of conversion). Any distribution of
     rights or warrants pursuant to a stockholder rights plan complying with the
     requirements set forth in the immediately preceding sentence of this
     paragraph shall not constitute a distribution of rights or warrants for the
     purposes of this Section 15.5(d).

          Rights or warrants distributed by the Company to all holders of Common
     Stock entitling the holders thereof to subscribe for or purchase shares of
     the Company's capital stock (either initially or under certain
     circumstances), which rights or warrants, until the occurrence of a
     specified event or events ("Trigger Event"): (i) are deemed to be
     transferred with such shares of Common Stock; (ii) are not exercisable; and
     (iii) are also issued in respect of future issuances of Common Stock, shall
     be deemed not to have been distributed for purposes of this Section 15.5(d)
     (and no adjustment to the Conversion Price under this Section 15.5(d) will
     be required) until the occurrence of the earliest Trigger Event. If such
     right or warrant is subject to subsequent events, upon the occurrence of
     which such right or warrant shall become exercisable to purchase different
     securities, evidences of indebtedness or other assets or entitle the holder
     to purchase a different number or amount of the foregoing or to purchase
     any of the foregoing at a different purchase price, then the occurrence of
     each such event shall be deemed to be the date of issuance and record date
     with respect to a new right or warrant (and a termination or expiration of
     the existing right or warrant without exercise by the holder thereof). In
     addition, in the event of any distribution (or deemed distribution) of
     rights or warrants, or any Trigger Event or other event (of the type
     described in the preceding sentence) with respect thereto, that resulted in
     an adjustment to the Conversion Price under this Section 15.5(d), (1) in
     the case of any such rights or warrants which shall all have been redeemed
     or repurchased without exercise by any holders thereof, the Conversion
     Price shall be readjusted upon such final redemption or repurchase to give
     effect to such distribution or Trigger Event, as the case may be, as though
     it were a cash distribution, equal to the per share redemption or
     repurchase price received by a holder of Common Stock with respect to such
     rights or warrants (assuming such holder had retained such rights or
     warrants), made to all holders of Common Stock as of the date of such
     redemption or repurchase, and (2) in the case of such rights or warrants
     all of which shall have expired or been terminated without exercise, the
     Conversion Price shall be readjusted as if such rights and warrants had
     never been issued.

          For purposes of this Section 15.5(d) and Sections 15.5(a) and (b), any
     dividend or distribution to which this Section 15.5(d) is applicable that
     also includes shares of Common Stock, or rights or warrants to subscribe
     for or purchase shares of Common Stock to which Section 15.5(b) applies (or
     both), shall be deemed instead to be (1) a dividend or distribution of the
     evidences of indebtedness, assets, shares of capital stock, rights or
     warrants other than such shares of Common Stock or rights or warrants to
     which Section 15.5(b) applies (and any Conversion Price reduction required
     by this Section 15.5(d) with respect to such dividend or distribution shall
     then be made) immediately followed by (2) a dividend or distribution of
     such shares of Common Stock or such rights or warrants (and any further
     Conversion Price reduction required by Sections 15.5(a) and (b) with
     respect to such dividend or distribution shall then be made, except (A) the
     Record Date of such dividend or distribution shall be

                                      -65-
<PAGE>

     substituted as "the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution", "Record Date
     fixed for such determination" and "Record Date" within the meaning of
     Section 15.5(a) and as "the date fixed for the determination of
     stockholders entitled to receive such rights or warrants", "the Record Date
     fixed for the determination of the stockholders entitled to receive such
     rights or warrants" and "such Record Date" within the meaning of Section
     15.5(b) and (B) 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 Section
     15.5(a).

          (e)  In case the Company shall, by dividend or otherwise, distribute
     to all holders of its Common Stock cash (excluding any cash that is
     distributed upon a merger or consolidation to which Section 15.6 applies or
     as part of a distribution referred to in Section 15.5(d)), in an aggregate
     amount that, combined together with (1) the aggregate amount of any other
     such distributions to all holders of its Common Stock made exclusively in
     cash within the twelve (12) months preceding the date of payment of such
     distribution, and in respect of which no adjustment pursuant to this
     Section 15.5(e) has been made, and (2) the aggregate of any cash plus the
     fair market value (as determined by the Board of Directors, whose
     determination shall be conclusive and described in a Board Resolution) of
     consideration payable in respect of any tender offer by the Company or any
     of its subsidiaries for all or any portion of the Common Stock concluded
     within the twelve (12) months preceding the date of payment of such
     distribution, and in respect of which no adjustment pursuant to Section
     15.5(f) has been made, exceeds 10% of the product of the Current Market
     Price (determined as provided in Section 15.5(h)) on the Record Date with
     respect to such distribution times the number of shares of Common Stock
     outstanding on such date, then, and in each such case, immediately after
     the close of business on such date, the Conversion Price shall be reduced
     so that the same shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the close of business on
     such Record Date by a fraction (i) the numerator of which shall be equal to
     the Current Market Price on the Record Date less an amount equal to the
     quotient of (x) the excess of such combined amount over such 10% and (y)
     the number of shares of Common Stock outstanding on the Record Date and
     (ii) the denominator of which shall be equal to the Current Market Price on
     such date; 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 of the Common Stock on the Record Date, in
     lieu of the foregoing adjustment, adequate provision shall be made so that
     each Noteholder shall have the right to receive upon conversion of a Note
     (or any portion thereof) the amount of cash such holder would have received
     had such holder converted such Note (or portion thereof) immediately prior
     to such Record Date. In the event that such dividend or distribution is not
     so paid or made, the Conversion Price shall again be adjusted to be the
     Conversion Price which would then be in effect if such dividend or
     distribution had not been declared.  Any cash distribution to all holders
     of Common Stock as to which the Company makes the election permitted by
     Section 15.5(n) and as to which the Company has complied with the
     requirements of such Section shall be treated as not having been made for
     all purposes of this Section 15.5(e)).

                                      -66-
<PAGE>

          (f)  In case a tender offer made by the Company or any Subsidiary for
     all or any portion of the Common Stock shall expire and such tender offer
     (as amended upon the expiration thereof) shall require the payment to
     stockholders (based on the acceptance (up to any maximum specified in the
     terms of the tender offer) of Purchased Shares (as defined below)) of an
     aggregate consideration having a fair market value (as determined by the
     Board of Directors, whose determination shall be conclusive and described
     in a Board Resolution) that combined together with (1) the aggregate of the
     cash plus the fair market value (as determined by the Board of Directors,
     whose determination shall be conclusive and described in a Board
     Resolution), as of the expiration of such tender offer, of consideration
     payable in respect of any other tender offers, by the Company or any of its
     subsidiaries for all or any portion of the Common Stock expiring within the
     twelve (12) months preceding the expiration of such tender offer and in
     respect of which no adjustment pursuant to this Section 15.5(f) has been
     made and (2) the aggregate amount of any distributions to all holders of
     the Company's Common Stock made exclusively in cash within twelve (12)
     months preceding the expiration of such tender offer and in respect of
     which no adjustment pursuant to Section 15.5(e) has been made, exceeds 10%
     of the product of the Current Market Price (determined as provided in
     Section 15.5(h)) as of the last time (the "Expiration Time") tenders could
     have been made pursuant to such tender offer (as it may be amended) times
     the number of shares of Common Stock outstanding (including any tendered
     shares) on the Expiration Time, then, and in each such case, immediately
     prior to the opening of business on the day after the date of the
     Expiration Time, the Conversion Price shall be adjusted so that the same
     shall equal the price determined by multiplying the Conversion Price in
     effect immediately prior to close of business on the date of the Expiration
     Time by a fraction of which the numerator shall be the number of shares of
     Common Stock outstanding (including any tendered shares) on the Expiration
     Time multiplied by the Current Market Price 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 offer) of all shares
     validly tendered 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) on the Expiration Time and
     the Current Market Price of the Common Stock on the Trading Day next
     succeeding the Expiration Time, such reduction (if any) to become effective
     immediately prior to the opening of business on the day following the
     Expiration Time. In the event that the Company is obligated to purchase
     shares pursuant to any such tender offer, but the Company is permanently
     prevented by applicable law from effecting any such purchases or all such
     purchases are rescinded, the Conversion Price shall again be adjusted to be
     the Conversion Price which would then be in effect if such tender offer had
     not been made. If the application of this Section 15.5(f) to any tender
     offer would result in an increase in the Conversion Price, no adjustment
     shall be made for such tender offer under this Section 15.5(f). Any cash
     distribution to all holders of Common Stock as to which the Company has
     made the election permitted by Section 15.5(n) and as to which the Company
     has complied with the requirements of such Section shall be treated as not
     having been made for all purposes of this Section 15.5(f).

                                      -67-
<PAGE>

          (g)  In case of a tender or exchange offer made by a person other than
     the Company or any Subsidiary for an amount which increases the offeror's
     ownership of Common Stock to more than 25% of the Common Stock outstanding
     and shall involve the payment by such person of consideration per share of
     Common Stock having a fair market value (as determined 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 the Current Market Price
     of the Common Stock on the Trading Day next succeeding the Expiration Time,
     and in which, as of the Expiration Time the Board of Directors is not
     recommending rejection of the offer, the Conversion Price shall be reduced
     so that the same shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the Expiration Time by a
     fraction of which the numerator shall be the number of shares of Common
     Stock outstanding (including any tendered or exchanged shares) on the
     Expiration Time multiplied by the current Market Price 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) on
     the Expiration Time and the Current Market Price 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. In the event that such person is obligated to purchase
     shares pursuant to any such tender or exchange offer, but such person is
     permanently prevented by applicable law from effecting any such purchases
     or all such purchases are rescinded, the Conversion Price shall again be
     adjusted to be the Conversion Price which would then be in effect if such
     tender or exchange offer had not been made. Notwithstanding the foregoing,
     the adjustment described in this Section 15.5(g) shall not be made if, as
     of the Expiration Time, the offering documents with respect to such offer
     disclose a plan or intention to cause the Company to engage in any
     transaction described in Article XII.

          (h)  For purposes of this Section 15.5, the following terms shall have
     the meaning indicated:

                    (1)  "Closing Price" with respect to any securities on any
          day shall mean the closing sale price regular way on such day or, in
          case no such sale takes place on such day, the average of the reported
          closing bid and asked prices, regular way, in each case on the Nasdaq
          National Market or New York Stock Exchange, as applicable, or, if such
          security is not listed or admitted to trading on such National Market
          or Exchange, on the principal national security exchange or quotation
          system on which such security is quoted or listed or admitted to
          trading, or, if not quoted or listed or admitted to trading on any
          national securities exchange or quotation system, the

                                      -68-
<PAGE>

     average of the closing bid and asked prices of such security on the over-
     the-counter market on the day in question as reported by the National
     Quotation Bureau Incorporated, or a similar generally accepted reporting
     service, or if not so available, in such manner as furnished by any New
     York Stock Exchange member firm selected from time to time by the Board of
     Directors for that purpose, or a price determined in good faith by the
     Board of Directors, whose determination shall be conclusive and described
     in a Board Resolution.

          (2)  "Current Market Price" shall mean the average of the daily
     Closing Prices per share of Common Stock for the ten (10) consecutive
     Trading Days immediately prior to the date in question; provided, however,
                                                             --------  -------
     that (1) if the "ex" date (as hereinafter defined) for any event (other
     than the issuance or distribution requiring such computation) that requires
     an adjustment to the Conversion Price pursuant to Section 15.5(a), (b),
     (c), (d), (e), (f) or (g) occurs during such ten (10) consecutive Trading
     Days, the Closing Price for each Trading Day prior to the "ex" date for
     such other event shall be adjusted by multiplying such Closing Price by the
     same fraction by which the Conversion Price is so required to be adjusted
     as a result of such other event, (2) if the "ex" date for any event (other
     than the issuance or distribution requiring such computation) that requires
     an adjustment to the Conversion Price pursuant to Section 15.5(a), (b),
     (c), (d), (e), (f) or (g) occurs on or after the "ex" date for the issuance
     or distribution requiring such computation and prior to the day in
     question, the Closing Price for each Trading Day on and after the "ex" date
     for such other event shall be adjusted by multiplying such Closing Price by
     the reciprocal of the fraction by which the Conversion Price is so required
     to be adjusted as a result of such other event, and (3) if the "ex" date
     for the issuance or distribution requiring such computation is prior to the
     day in question, after taking into account any adjustment required pursuant
     to clause (1) or (2) of this proviso, the Closing Price for each Trading
     Day on or after such "ex" date shall be adjusted by adding thereto the
     amount of any cash and the fair market value (as determined by the Board of
     Directors in a manner consistent with any determination of such value for
     purposes of Section 15.5(d), (f) or (g), whose determination shall be
     conclusive and described in a Board Resolution) of the evidences of
     indebtedness, shares of capital stock or assets being distributed
     applicable to one share of Common Stock as of the close of business on the
     day before such "ex" date. For purposes of any computation under Sections
     15.5(f) or (g), the Current Market Price of the Common Stock on any date
     shall be deemed to be the average of the daily Closing Prices per share of
     Common Stock for such day and the next two succeeding Trading Days;
     provided, however, that if the "ex" date for any event (other than the
     --------  -------
     tender offer requiring such computation) that requires an adjustment to the
     Conversion Price pursuant to Section 15.5(a), (b), (c), (d), (e), (f) and
     (g) occurs on or after the Expiration Time for the tender or exchange offer
     requiring such computation and prior to the day in question, the Closing
     Price for each Trading Day on and after the "ex" date for such other event
     shall be adjusted by multiplying such Closing Price by the reciprocal of
     the fraction by which the Conversion Price is so required to be adjusted as
     a result of such other event. For

                                      -69-
<PAGE>

     purposes of this paragraph, the term "ex" date, (1) 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, (2) 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
     (3) 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 Conversion Price are
     called for pursuant to this Section 15.5, such adjustments shall be made to
     the Current Market Price as may be necessary or appropriate to effectuate
     the intent of this Section 15.5 and to avoid unjust or inequitable results
     as determined in good faith by the Board of Directors.

          (3)  "fair market value" shall mean the amount which a willing buyer
     would pay a willing seller in an arm's length transaction.

          (4)  "Record Date" shall mean, with respect to any dividend,
     distribution or other transaction or event in which the holders of Common
     Stock have the right to receive any cash, securities or other property or
     in which the Common Stock (or other applicable security) is exchanged for
     or converted into any combination of cash, securities or other property,
     the date fixed for determination of stockholders entitled to receive such
     cash, securities or other property (whether such date is fixed by the Board
     of Directors or by statute, contract or otherwise).

          (5)  "Trading Day" shall mean (x) if the applicable security is listed
     or admitted for trading on the New York Stock Exchange or another national
     security exchange, a day on which the New York Stock Exchange or another
     national security exchange is open for business or (y) if the applicable
     security is quoted on the Nasdaq National Market, a day on which trades may
     be made thereon or (z) if the applicable security is not so listed,
     admitted for trading or quoted, any day other than a Saturday or Sunday or
     a day on which banking institutions in the State of New York are authorized
     or obligated by law or executive order to close.

     (i)  The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 15.5(a), (b), (c), (d), (e), (f) and (g),
as the Board of Directors 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.

     To the extent permitted by applicable law, the Company from time to time
may reduce the Conversion Price by any amount for any period of time if the
period is at least

                                      -70-
<PAGE>

twenty (20) days, the reduction is irrevocable during the period and the Board
of Directors shall have made a determination that such reduction would be in the
best interests of the Company, which determination shall be conclusive and
described in a Board Resolution. Whenever the Conversion Price is reduced
pursuant to the preceding sentence, the Company shall mail to the holder of each
Note at his last address appearing on the Note register provided for in Section
2.5 a notice of the reduction at least fifteen (15) days prior to the date the
reduced Conversion Price takes effect, and such notice shall state the reduced
Conversion Price and the period during which it will be in effect.

     (j)  No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such price;
provided, however, that any adjustments which by reason of this Section 15.5(j)
--------  -------
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article XV shall be made
by the Company and shall be made to the nearest cent or to the nearest one
hundredth of a share, as the case may be. No adjustment need be made for a
change in the par value or no par value of the Common Stock.

     (k)  Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which each adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to the holder of each Note at his last address appearing on the Note register
provided for in Section 2.5, within twenty (20) days of the effective date of
such adjustment. Failure to deliver such notice shall not effect the legality or
validity of any such adjustment.

     (l)  In any case in which this Section 15.5 provides that an adjustment
shall become effective immediately after a Record Date for an event, the Company
may defer until the occurrence of such event (i) issuing to the holder of any
Note converted after such Record Date and before the occurrence of such event
the additional shares of Common Stock issuable upon such conversion by reason of
the adjustment required by such event over and above the Common Stock issuable
upon such conversion before giving effect to such adjustment and (ii) paying to
such holder any amount in cash in lieu of any fraction pursuant to Section 15.3.

     (m)  For purposes of this Section 15.5, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.

                                      -71-
<PAGE>

          (n)  In lieu of making any adjustment to the Conversion Price pursuant
     to Section 15.5(e), the Company may elect to reserve an amount of cash for
     distribution to the holders of the Notes upon the conversion of the Notes
     so that any such holder converting Notes will receive upon such conversion,
     in addition to the shares of Common Stock and other items to which such
     holder is entitled, the full amount of cash which such holder would have
     received if such holder had, immediately prior to the Record Date for such
     distribution of cash, converted its Notes into Common Stock, together with
     any interest accrued with respect to such amount, in accordance with this
     Section 15.5(n). The Company may make such election by providing an
     Officers' Certificate to the Trustee to such effect on or prior to the
     payment date for any such distribution and depositing with the Trustee on
     or prior to such date an amount of cash equal to the aggregate amount the
     holders of the Notes would have received if such holders had, immediately
     prior to the Record Date for such distribution, converted all of the Notes
     into Common Stock. Any such funds so deposited by the Company with the
     Trustee shall be invested by the Trustee in marketable obligations issued
     or fully guaranteed by the United States government with a maturity not
     more than three (3) months from the date of issuance. Upon conversion of
     Notes by a holder, the holder will be entitled to receive, in addition to
     the Common Stock issuable upon conversion, an amount of cash equal to the
     amount such holder would have received if such holder had, immediately
     prior to the Record Date for such distribution, converted its Note into
     Common Stock, along with such holder's pro rata share of any accrued
     interest earned as a consequence of the investment of such funds. Promptly
     after making an election pursuant to this Section 15.5(n), the Company
     shall give or shall cause to be given notice to all Noteholders of such
     election, which notice shall state the amount of cash per $1,000 principal
     amount of Notes such holders shall be entitled to receive (excluding
     interest) upon conversion of the Notes as a consequence of the Company
     having made such election.

     Section 15.6   Effect of Reclassification, Consolidation, Merger or Sale.
                    ---------------------------------------------------------
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of 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), (ii) any consolidation, merger or
combination of the Company with another corporation as a result of which holders
of Common Stock shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for such Common Stock,
or (iii) any sale or conveyance of the properties and assets of the Company as,
or substantially as, an entirety to any other corporation as a result of which
holders of Common Stock shall be entitled to receive stock, securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, then the Company or the successor or purchasing corporation, as
the case may be, shall execute with the Trustee a supplemental indenture (which
shall comply with the Trust Indenture Act as in force at the date of execution
of such supplemental indenture if such supplemental indenture is then required
to so comply) providing that such Note shall be convertible into the kind and
amount of shares of stock and other securities or property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Notes (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock available to convert all
such Notes) immediately

                                      -72-
<PAGE>

prior to such reclassification, change, consolidation, merger, combination, sale
or conveyance assuming such holder of Common Stock did not exercise his rights
of election, if any, as to the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance (provided that, if the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election shall not have been exercised ("non-electing share"),
then for the purposes of this Section 15.6 the kind and amount of securities,
cash or other property receivable upon such consolidation, merger, statutory
exchange, sale or conveyance for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Article. If, in the case of any such reclassification, change,
consolidation, merger, combination, sale or conveyance, the stock or other
securities and assets receivable thereupon by a holder of shares of Common Stock
include shares of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be, in such
reclassification, change, consolidation, merger, combination, sale or
conveyance, then such supplemental indenture shall also be executed by such
other corporation and shall contain such additional provisions to protect the
interests of the holders of the Notes as the Board of Directors shall reasonably
consider necessary by reason of the foregoing, including to the extent
practicable the provisions providing for the repurchase rights set forth in
Article XVI herein.

     The Company shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at his address appearing on the
Note register provided for in Section 2.5 of this Indenture, within twenty (20)
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

     The above provisions of this Section shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.

     If this Section 15.6 applies to any event or occurrence, Section 15.5 shall
not apply.

     Section 15.7   Taxes on Shares Issued. The issue of stock certificates on
                    ----------------------
conversions of Notes shall be made without charge to the converting Noteholder
for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Note converted, and the Company shall not be required to issue or deliver
any such stock certificate unless and until the person or persons requesting the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     Section 15.8   Reservation of Shares; Shares to Be Fully Paid; Listing of
                    ----------------------------------------------------------
Common Stock. The Company shall provide, free from preemptive rights, out of
------------
its authorized but unissued shares or shares held in treasury, sufficient shares
to provide for the conversion of the Notes from time to time as such Notes are
presented for conversion.

                                      -73-
<PAGE>

     Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

     The Company covenants that all shares of Common Stock issued upon
conversion of Notes will be fully paid and non-assessable by the Company and
free from all taxes, liens and charges with respect to the issue thereof.

     The Company further covenants that if at any time the Common Stock shall be
listed on the American Stock Exchange or any other national securities exchange
or automated quotation system the Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so long as
the Common Stock shall be so listed on such exchange or automated quotation
system, all Common Stock issuable upon conversion of the Notes.

     Section 15.9   Responsibility of Trustee. The Trustee and any other
                    -------------------------
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or extent or
calculation 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. The Trustee and any other conversion agent shall not 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 Note; and the Trustee and any
other conversion agent make no representations with respect thereto. Subject to
the provisions of Section 8.1, neither the Trustee nor any conversion agent
shall be responsible for any failure of the Company to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property or cash upon the surrender of any note for the purpose of conversion or
to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article. Without limiting the generality of the foregoing,
neither the Trustee nor any conversion agent shall be under any responsibility
to determine whether a supplemental indenture need be entered into under Section
15.6 or the correctness of any provisions contained in any supplemental
indenture entered into pursuant to such section relating either to the kind or
amount of shares of stock or securities or property (including cash) receivable
by Noteholders upon the conversion of their Notes after any event referred to in
such Section 15.6 or to any adjustment to be made with respect thereto, but,
subject to the provisions of Section 8.1, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon,
the Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.

     Section 15.10  Notice to Holders Prior to Certain Actions. In case:
                    ------------------------------------------

          (a)  Common Stock (that would require an adjustment in the Conversion
     Price pursuant to Section 15.5); or

                                      -74-
<PAGE>

          (b)  the Company shall authorize the granting to the holders of its
     Common Stock of rights or warrants to subscribe for or purchase any share
     of any class or any other rights or warrants; or

          (c)  of any reclassification of the Common Stock of the Company (other
     than a subdivision or combination of its 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 shareholders of the Company is
     required, or of the sale or transfer of all or substantially all of the
     assets of the Company; or

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register, provided for in
Section 2.5 of this Indenture, as promptly as possible but in any event at least
fifteen days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or 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 or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding-up.

                                  ARTICLE XVI


                      REPURCHASE UPON A REPURCHASE EVENT

     Section 16.1    Repurchase Right.
                     ----------------

          (a) If, at any time prior to February 1, 2007 there shall occur a
     Repurchase Event, then each Noteholder shall have the right, at such
     holder's option, to require the Company to repurchase all of such holder's
     Notes, or any portion thereof (in principal amounts of $1,000 or integral
     multiples thereof), on the date (the "repurchase date") that is forty (40)
     calendar days after the date of the Company Notice (as defined in Section
     16.2 below) of such Repurchase Event (or, if such 40th day is not a
     Business Day, the next succeeding Business Day). Such repurchase shall be
     made in cash at a price equal to 105% of the principal amount of Notes such
     holder elects to require the Company to repurchase, together with accrued
     interest, if any, to the repurchase date (the "Repurchase Price") (or, at
     the option of the Company, by delivery of Common Stock in accordance with
     the provisions of

                                      -75-
<PAGE>

     Section 16.3); provided, however, that if such repurchase date is February
                    --------  -------
     1 or August 1 then the interest payable on such date shall be paid to the
     holder of record of the Note on the next preceding January 15 or July 15,
     respectively. No Notes may be redeemed at the option of holders upon a
     Repurchase Event if there has occurred and is continuing an Event of
     Default, other than a default in the payment of the Repurchase Price with
     respect to such Notes on the repurchase date.

     Section 16.2   Notices; Method of Exercising Repurchase Right, Etc.
                    ---------------------------------------------------

          (a)  Unless the Company shall have theretofore called for redemption
     all of the outstanding Notes, on or before the fifteenth (15th) calendar
     day after the occurrence of a Repurchase Event, the Company or, at the
     written request of the Company, the Trustee, shall mail to all holders of
     record of the Notes a notice (the "Company Notice") in the form as prepared
     by the Company of the occurrence of the Repurchase Event and of the
     repurchase right set forth herein arising as a result thereof. The Company
     shall also deliver a copy of such notice of a repurchase right to the
     Trustee and cause a copy of such notice of a repurchase right, or a summary
     of the information contained therein, to be published once in a newspaper
     of general circulation in The City of New York. The Company Notice shall
     contain the following information:

               (1)  the repurchase date,

               (2)  the date by which the repurchase right must be exercised,

               (3)  the last date by which the election to require repurchase,
          if submitted, must be revoked;

               (4)  the Repurchase Price and whether the Repurchase Price shall
          be payable in cash or Common Stock and, if payable in Common Stock,
          the method of calculating the amount of the Common Stock to be
          delivered upon the repurchase as provided in Section 16.3(a);

               (5)  a description of the procedure which a holder must follow to
          exercise a repurchase right, and

               (6)  the Conversion Price then in effect, the date on which the
          right to convert the principal amount of the Notes to be repurchased
          will terminate and the place or places where Notes may be surrendered
          for conversion.

          No failure of the Company to give the foregoing notices or defect
     therein shall limit any holder's right to exercise a repurchase right or
     affect the validity of the proceedings for the repurchase of Notes.

          If any of the foregoing provisions are inconsistent with applicable
     law, such law shall govern.

                                      -76-
<PAGE>

               (b)  To exercise a repurchase right, a holder shall deliver to
          the Trustee on or before the thirty-fifth (35th) day after the Company
          Notice was delivered (i) written notice to the Company (or agent
          designated by the Company for such purpose) of the holder's exercise
          of such right, which notice shall set forth the name of the holder,
          the principal amount of the Notes to be repurchased, a statement that
          an election to exercise the repurchase right is being made thereby,
          and, in the event that the Repurchase Price shall be paid in shares of
          Common Stock, the name or names (with addresses) in which the
          certificate or certificates for shares of Common Stock shall be
          issued, and (ii) the Notes with respect to which the repurchase right
          is being exercised, duly endorsed for transfer to the Company.
          Election of repurchase by a holder shall be revocable at any time
          prior to, but excluding, the repurchase date, by delivering written
          notice to that effect to the Trustee prior to the close of business on
          the Business Day prior to the repurchase date.

               (c)  If the Company fails to repurchase on the repurchase date
          any Notes (or portions thereof) as to which the repurchase right has
          been properly exercised, then the principal of such Notes shall, until
          paid, bear interest to the extent permitted by applicable law from the
          repurchase date at the rate borne by the Note and each such Note shall
          be convertible into Common Stock in accordance with this Indenture
          (without giving effect to Section 16.2(b)) until the principal of such
          Note shall have been paid or duly provided for.

               (d)  Any Note which is to be repurchased only in part shall be
          surrendered to the Trustee duly endorsed for transfer to the Company
          and accompanied by appropriate evidence of genuineness and authority
          satisfactory to the Company and the Trustee duly executed by, the
          holder thereof (or his attorney duly authorized in writing), and the
          Company shall execute, and the Trustee shall authenticate and deliver
          to the holder of such Note without service charge, a new Note or
          Notes, containing identical terms and conditions, of any authorized
          denomination as requested by such holder in aggregate principal amount
          equal to and in exchange for the unrepurchased portion of the
          principal of the Note so surrendered.

               (e)  On or prior to the repurchase date, the Company shall
          deposit with the Trustee or with a paying agent (or, if the Company is
          acting as its own paying agent, segregate and hold in trust as
          provided in Section 5.4) the Repurchase Price in cash for payment to
          the holder on the repurchase date; provided that if payment is to be
                                             --------
          made in cash, such cash payment is made on the repurchase date it must
          be received by the Trustee or paying agent, as the case may be, by
          10:00 a.m., New York City time, on such date; provided further that if
                                                        -------- -------
          the Repurchase Price is to be paid in shares of Common Stock, such
          shares of Common Stock are to be paid as promptly after the repurchase
          date as practicable.

               (f)  Any issuance of shares of Common Stock in respect of the
          Repurchase Price shall be deemed to have been effected immediately
          prior to the close of business on the repurchase date and the person
          or persons in whose name or names any certificate or certificates for
          shares of Common Stock shall be issuable upon such repurchase shall be
          deemed to have become on the repurchase date the holder or holders of
          record of the shares represented thereby; provided, however, that any
          surrender for repurchase on a date when the stock

                                      -77-
<PAGE>

     transfer books of the Company shall be closed shall constitute the person
     or persons in whose name or names the certificate or certificates for such
     shares are to be issued as the record holder or holders thereof for all
     purposes at the opening of business on the next succeeding day on which
     such stock transfer books are open. No payment or adjustment shall be made
     for dividends or distributions on any Common Stock issued upon repurchase
     of any Security declared prior to the repurchase date.

          (g)  No fractions of shares shall be issued upon repurchase of Notes.
     If more than one Note shall be repurchased from the same holder and the
     Repurchase Price shall be payable in shares of Common Stock, the number of
     full shares which shall be issuable upon such repurchase shall be computed
     on the basis of the aggregate principal amount of the Notes so repurchased.
     Instead of any fractional share of Common Stock which would otherwise be
     issuable on the repurchase of any Note or Notes, the Company will deliver
     to the applicable holder its check for the current market value of such
     fractional share. The current market value of a fraction of a share is
     determined by multiplying the current market price of a full share by the
     fraction, and rounding the result to the nearest cent. For purposes of this
     Section, the current market price of a share of Common Stock is the Closing
     Price of the Common Stock on the Trading Day immediately preceding the
     repurchase date.

          (h)  Any issuance and delivery of certificates for shares of Common
     Stock on repurchase of Notes shall be made without charge to the holder of
     Notes being repurchased for such certificates or for any tax or duty in
     respect of the issuance or delivery of such certificates or the securities
     represented thereby; provided, however, that the Company shall not be
     required to pay any tax or duty which may be payable in respect of (i)
     income of the holder or (ii) any transfer involved in the issuance or
     delivery of certificates for shares of Common Stock in a name other than
     that of the holder of the Notes being repurchased, and no such issuance or
     delivery shall be made unless and until the person requesting such issuance
     or delivery has paid to the Company the amount of any such tax or duty or
     has established, to the satisfaction of the Company, that such tax or duty
     has been paid.

          (i)  All Notes delivered for repurchase shall be delivered to the
     Trustee to be canceled in accordance with the provisions of Section 2.8.

     Section 16.3  Conditions to the Company's Election to Pay the Repurchase
                   ----------------------------------------------------------
Price in Common Stock.
---------------------


     The Company may elect to pay the Repurchase Price by delivery of shares of
Common Stock pursuant to Section 16.1 if and only if the following conditions
shall have been satisfied:

          (a) The shares of Common Stock deliverable in payment of the
     Repurchase Price shall have a fair market value as of the repurchase date
     of not less than the Repurchase Price. For purposes of Section 16.1 and
     this Section 16.3, the fair market value of shares of Common Stock shall be
     determined by the Company and shall be equal to 95% of the average of the
     Closing Prices of the Common Stock for the five consecutive Trading Days
     immediately preceding and including the third Trading Day prior to the
     repurchase date;

                                      -78-
<PAGE>

          (b) The Repurchase Price shall be paid only in cash in the event any
     shares of Common Stock to be issued upon repurchase of Notes hereunder (i)
     require registration under any federal securities law before such shares
     may be freely transferable without being subject to any transfer
     restrictions under the Securities Act upon repurchase and if such
     registration is not completed or does not become effective prior to the
     repurchase date, and/or (ii) require registration with or approval of any
     governmental authority under any state law or any other federal law before
     such shares may be validly issued or delivered upon repurchase and if such
     registration is not completed or does not become effective or such approval
     is not obtained prior to the repurchase date;

          (c) Payment of the Repurchase Price may not be made in Common Stock
     unless such stock is, or shall have been, or approved for quotation on the
     Nasdaq National Market or listed on a national securities exchange, in
     either case, prior to the repurchase date; and

          (d) All shares of Common Stock which may be issued upon repurchase of
     the Notes will be issued out of the Company's authorized but unissued
     Common Stock and, will upon issue, be duly and validly issued and fully
     paid and non-assessable and free of any preemptive rights.

     If all of the conditions set forth in this Section 16.3 are not satisfied
in accordance with the terms thereof, the Repurchase Price shall be paid by the
Company only in cash.

     Section 16.4   Certain Definitions. For purposes of this Article XVI:
                    -------------------

          (a)  the term "beneficial owner" shall be determined in accordance
     with Rule 13d-3 and 13d-5, as in effect on the date of the original
     execution of this Indenture, promulgated by the Securities and Exchange
     Commission pursuant to the Exchange Act;

          (b)  the term "person" or "group" shall include any syndicate or group
     which would be deemed to be a "person" under Section 13(d) and 14(d) of the
     Exchange Act as in effect on the date of the original execution of this
     Indenture; and

          (c)  the term "Continuing Director" means at any date a member of the
     Company's Board of Directors (i) who was a member of such board on December
     31, 1999 or (ii) who was nominated or elected by at least a majority of the
     directors who were Continuing Directors at the time of such nomination or
     election or whose election to the Company's Board of Directors was
     recommended or endorsed by at least a majority of the directors who were
     Continuing Directors at the time of such nomination or election or such
     lesser number comprising a majority of a nominating committee if authority
     for such nominations or elections has been delegated to a nominating
     committee whose authority and composition have been approved by at least a
     majority of the directors who were continuing directors at the time such
     committee was formed. (Under this definition, if the Board of Directors of
     the Company as of the date of this Indenture were to approve a new director
     or directors and then resign, no Change in Control would occur even though
     the current Board of Directors would thereafter cease to be in office).

                                      -79-
<PAGE>

          (d) the term "Repurchase Event" means a Change in Control or a
     Termination of Trading.

          (e)  a "Change in Control" shall be deemed to have occurred when (i)
     any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
     of the Exchange Act) is or becomes the "beneficial owner" (as defined in
     Rules 13-d3 and 13-d5 under the Exchange Act) of shares representing more
     than 50% of the combined voting power of the then outstanding securities
     entitled to vote generally in elections of directors of the Company (the
     "Voting Stock"); (ii) approval by stockholders of the Company of any plan
     or proposal for the liquidation, dissolution or winding up of the Company;
     (iii) the Company (A) consolidates with or merges into any other
     corporation or any other corporation merges into the Company, and in the
     case of any such transaction, the outstanding Common Stock of the Company
     is changed or exchanged into other assets or securities as a result, unless
     the stockholders of the Company immediately before such transaction own,
     directly or indirectly immediately following such transaction, at least 51%
     of the combined voting power of the outstanding voting securities of the
     corporation resulting from such transaction in substantially the same
     proportion as their ownership of the Voting Stock immediately before such
     transaction, or (B) conveys, transfers or leases all or substantially all
     of its assets to any person; or (iv) any time Continuing Directors do not
     constitute a majority of the Board of Directors of the Company (or, if
     applicable, a successor corporation to the Company); provided that a Change
                                                          --------
     in Control shall not be deemed to have occurred if either (x) the Closing
     Price (as defined in Section 15.5(h)(1) hereof) of the Common Stock for any
     five (5) Trading Days during the ten (10) Trading Days immediately
     preceding the Change in Control is at least equal to 105% of the Conversion
     Price in effect on the date on which the Change in Control occurs or (y) in
     the case of a merger or consolidation otherwise constituting a Change in
     Control, all of the consideration (excluding cash payments for fractional
     shares) in such merger or consolidation constituting the Change in Control
     consists of common stock traded on a United States national securities
     exchange or quoted on the Nasdaq National Market (or which will be so
     traded or quoted when issued or exchanged in connection with such Change in
     Control) and as a result of such transaction or transactions such Notes
     become convertible solely into such common stock.

          (f) a "Termination of Trading" shall have occurred if the Common Stock
     (or other common stock into which the Notes are then convertible) is
     neither listed for trading on a United States national securities exchange
     nor approved for trading on the Nasdaq Stock Market or another established
     automated over-the-counter trading market in the United States.

                                      -80-
<PAGE>

                                 ARTICLE XVII

                           MISCELLANEOUS PROVISIONS

     Section 17.1   Provisions Binding on Company's Successors. All the
                    ------------------------------------------
covenants, stipulations, promises and agreements of the Company in this
Indenture contained shall bind its successors and assigns whether so expressed
or not.

     Section 17.2   Official Acts by Successor Corporation. Any act or
                    --------------------------------------
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

     Section 17.3   Addresses for Notices, Etc. Any notice or demand which by
                    --------------------------
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes on the Company shall be deemed to have
been sufficiently given or made, for all purposes if given or served by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee) to E*TRADE Group, Inc., 4500 Bohannon Drive, Menlo Park, CA 94025,
Attention: Chief Financial Officer. Any notice, direction, request or demand
hereunder to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or served by being deposited postage prepaid
by registered or certified mail in a post office letter box addressed to the
Corporate Trust Office.

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

     Any notice or communication mailed to a Noteholder shall be mailed to him
by first class mail, postage prepaid, at his address as it appears on the Note
register and shall be sufficiently given to him if so mailed within the time
prescribed.

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

     Section 17.4   Governing Law. This Indenture and each Note shall be deemed
                    -------------
to be a contract made under the laws of New York, and for all purposes shall be
construed in accordance with the laws of New York (without regard to the
conflict of laws provisions thereof).

     Section 17.5   Evidence of Compliance with Conditions Precedent;
                    -------------------------------------------------
Certificates to Trustee. Upon any application or demand by the Company to the
-----------------------
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

                                      -81-
<PAGE>

     Each certificate or opinion provided for by or on behalf of the Company in
this Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (1) a
statement that the person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion contained in
such certificate or opinion is based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

     Section 17.6   Legal Holidays. In any case where the date of maturity of
                    --------------
interest on or principal of the Notes or the date fixed for redemption of any
Note will not be a Business Day, then payment of such interest on or principal
of the Notes need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the date of
maturity or the date fixed for redemption, and no interest shall accrue for the
period from and after such date.

     Section 17.7   No Security Interest Created. Nothing in this Indenture or
                    ----------------------------
in the Notes, expressed or implied, shall be construed to constitute a security
interest under the Uniform Commercial Code or similar legislation, as now or
hereafter enacted and in effect, in any jurisdiction.

     Section 17.8   Trust Indenture Act. This Indenture is hereby made subject
                    -------------------
to, and shall be governed by, the provisions of the Trust Indenture Act required
to be part of and to govern indentures qualified under the Trust Indenture Act;
provided, however, that, unless otherwise required by law, notwithstanding the
--------  -------
foregoing, this Indenture and the Notes issued hereunder shall not be subject to
the provisions of subsections (a)(1), (a)(2), and (a)(3) of Section 314 of the
Trust Indenture Act as now in effect as hereafter amended or modified; provided
                                                                       --------
further that this Section 17.8 shall not require that this Indenture or the
-------
Trustee be qualified under the Trust Indenture Act prior to the time such
qualification is in fact required under the terms of the Trust Indenture Act,
nor shall it constitute any admission or acknowledgment by any party hereto that
any such qualification is required prior to the time such qualification is in
fact required under the terms of the Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in an indenture qualified under the Trust Indenture Act,
such required provision shall control.

     Section 17.9   Benefits of Indenture. Nothing in this Indenture or in the
                    ---------------------
Notes, expressed or implied, shall give to any person, other than the parties
hereto, any paying agent, any authenticating agent, any Note registrar and their
successors hereunder, the holders of Notes and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

     Section 17.10  Table of Contents, Headings, Etc. The table of contents
                    --------------------------------
and the titles and headings of the articles and sections of this Indenture have
been inserted for convenience of

                                      -82-
<PAGE>

reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.

     Section 17.11 Authenticating Agent. The Trustee may appoint an
                   --------------------
authenticating agent which shall be authorized to act on its behalf and subject
to its direction in the authentication and delivery of Notes in connection with
the original issuance thereof and transfers and exchanges of Notes hereunder,
including under Sections 2.4, 2.5, 2.6, 2.7 and 3.3, as fully to all intents and
purposes as though the authenticating agent had been expressly authorized by
this Indenture and those Sections to authenticate and deliver Notes. For all
purposes of this Indenture, the authentication and delivery of Notes by the
authenticating agent shall be deemed to be authentication and delivery of such
Notes "by the Trustee" and a certificate of authentication executed on behalf of
the Trustee by an authenticating agent shall be deemed to satisfy any
requirement hereunder or in the Notes for the Trustee's certificate of
authentication. Such authenticating agent shall at all times be a person
eligible to serve as trustee hereunder pursuant to Section 8.9.

     Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any authenticating agent, shall be the successor
of the authenticating agent hereunder, if such successor corporation is
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the parties hereto or the authenticating
agent or such successor corporation.

     Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time
terminate the agency of any authenticating agent by giving written notice of
termination to such authenticating agent and to the Company. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time any
authenticating agent shall cease to be eligible under this Section, the Trustee
shall promptly appoint a successor authenticating agent (which may be the
Trustee), shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all holders of Notes as the names and
addresses of such holders appear on the Note register.

     The Company agrees to pay to the authenticating agent from time to time
reasonable compensation for its services.

     The provisions of Sections 8.2, 8.3, 8.4, 9.3 and this Section 17.11 shall
be applicable to any authenticating agent.

     Section 17.12 Execution in Counterparts. This Indenture may be executed in
                   -------------------------
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

     The Bank of New York, hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.

                                      -83-
<PAGE>

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


                                        E*TRADE GROUP, INC.



                                        By:_____________________________
                                           Name:
                                           Title:

Attest:

______________________________
Name:
Title:
[seal]

                                        THE BANK OF NEW YORK

                                        as Trustee



                                        By:_____________________________
                                           Name:
                                           Title:

                                      -84-
<PAGE>

                                   EXHIBIT A
                                   ---------

                            [FORM OF FACE OF NOTE]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY FOR WHICH
THE DEPOSITORY TRUST COMPANY IS TO BE THE DEPOSITARY.]

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

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED NOTE.]

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY
NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED INVESTOR"); (2)
AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE
EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE
COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO E*TRADE GROUP,
INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE BANK OF NEW
YORK, AS TRUSTEE, A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THE NOTE EVIDENCED HEREBY
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (D) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT
TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144

                                      A-1
<PAGE>

UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH
CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS TRANSFERRED
(OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE) A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED
HEREBY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE (OTHER THAN A
TRANSFER PURSUANT TO CLAUSE 2(F) ABOVE), THE HOLDER MUST CHECK THE APPROPRIATE
BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND
SUBMIT THIS CERTIFICATE TO THE BANK OF NEW YORK, AS TRUSTEE. IF THE PROPOSED
TRANSFER IS PURSUANT TO CLAUSE 2(E) OR 2(E) ABOVE, THE HOLDER MUST, PRIOR TO
SUCH TRANSFER, FURNISH TO THE BANK OF NEW YORK, AS TRUSTEE, SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS E*TRADE GROUP, INC. MAY REASONABLY
REQUIRE 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. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
THE NOTE EVIDENCED HEREBY PURSUANT TO CLAUSE 2(E) OR 2(F) ABOVE OR THE
EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY.

                                      A-2
<PAGE>

                              E*TRADE GROUP, INC.

                  6% Convertible Subordinated Notes due 2007

No. ___                                                          $_____________
CUSIP No._____________

     E*TRADE Group, Inc., a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to _________________,
or registered assigns, the principal sum of ___________ Dollars [(which amount
may from time to time be increased or decreased to such other principal amounts
(which, taken together with the principal amounts of all other outstanding
Notes, shall not exceed $500,000,000 in aggregate at any time (or $650,000,000
if the option set forth in Section 2(b) of the Purchase Agreement is exercised
in full by the Initial Purchasers)) by adjustments made on the records of the
Trustee, as Custodian of the Depositary, in accordance with the rules and
procedures of the Depositary)]/1/ on February 1, 2007 and to pay interest on
said principal sum semi-annually on February 1 and August 1 of each year,
commencing August 1, 2000 at the rate per annum specified in the title of this
Note, accrued from the February 1 or August 1, as the case may be, next
preceding the date of this Note to which interest has been paid or duly provided
for, unless the date of this Note is a date to which interest has been paid or
duly provided for, in which case interest shall accrue from the date of this
Note, or unless no interest has been paid or duly provided for on this Note, in
which case interest shall accrue from February 7, 2000 until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after any January 15 or July 15 as the case may be, and
before the following February 1 or August 1, this Note shall bear interest from
such February 1 or August 1, respectively; provided, however, that if the
                                           --------  -------
Company shall default in the payment of interest due on such February 1 or
August 1, then this Note shall bear interest from the next preceding February 1
or August 1 to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for on this Note, from February 7, 2000.
The interest so payable on any February 1 or August 1 will be paid to the person
in whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on the record date, which shall be the January 15 or July 15
(whether or not a Business Day) next preceding such February 1 or August 1,
respectively; provided that any such interest not punctually paid or duly
              -------- ----
provided for shall be payable as provided in the Indenture. Payment of the
principal of and interest accrued on this Note shall be made at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or, at the option of the holder of this Note, at the
Corporate Trust Office, in such lawful money of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts; provided further, however, that, with respect to any holder of
               -------- -------  -------
Notes with an aggregate principal amount equal to or in excess of $2,000,000, at
the request of such holder in writing to the Company, interest on such holder's
Notes shall be paid by wire transfer in immediately available funds in
accordance with
_____________________

/1/  This language shall appear on each Global Note.

                                      A-3
<PAGE>

the written wire transfer instruction supplied by such holder from time to time
to the Trustee and paying agent (if different from the Trustee) at least two
days prior to the applicable record date; provided that any payment to the
                                          --------
Depositary or its nominee shall be paid by wire transfer in immediately
available funds in accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and paying agent (if
different from Trustee) at least two days prior to the applicable record date.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on this Note to the
prior payment in full of all Senior Indebtedness as defined in the Indenture and
provisions giving the holder of this Note the right to convert this Note into
Common Stock of the Company on the terms and subject to the limitations referred
to on the reverse hereof and as more fully specified in the Indenture.  Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.

     This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with and
governed by the laws of said State (without regard to the conflicts of laws
provisions thereof).

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                                      A-4
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

                                    E*TRADE GROUP, INC.


                                    By: __________________________
                                        Name:
                                        Title:


Attest:


By:___________________________
   Name:
   Title:


[FORM OF CERTIFICATE OF AUTHENTICATION]

TRUSTEE'S CERTIFICATE OF AUTHENTICATION



THE BANK OF NEW YORK,
as Trustee, certifies that this is one of the Notes described
in the within-named Indenture.

Dated:



By:_______________________________
   Authorized Signatory

                                      A-5
<PAGE>

                           [FORM OF REVERSE OF NOTE]

                              E*TRADE GROUP, INC.

                   6% Convertible Subordinated Note Due 2007


     This Note is one of a duly authorized issue of Notes of the Company,
designated as its _% Convertible Subordinated Notes due 2007 (herein called the
"Notes"), limited to the aggregate principal amount of $500,000,000 (or
$650,000,000 if the option set forth in Section 2(b) of the Purchase Agreement
is exercised in full by the Initial Purchasers) all issued or to be issued under
and pursuant to an Indenture dated as of February 1, 2000 (herein called the
"Indenture"), between the Company and The Bank of New York, (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes.

     In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest (including Liquidated Damages, if any) on all Notes may be declared,
and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee in
certain limited circumstances, without the consent of the holders of the Notes,
and in other circumstances, with the consent of the holders of not less than a
majority in aggregate principal amount of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Notes; provided, however, that no such
                                               --------  -------
supplemental indenture shall (i) extend the fixed maturity of any Note, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or premium, if any, thereon, or reduce any amount
payable on redemption or repurchase thereof, impair, or change in any respect
adverse to the holder of Notes, the obligation of the Company to repurchase any
Note at the option of the holder upon the happening of a Repurchase Event, or
impair or adversely affect the right of any Noteholder to institute suit for the
payment thereof, or change the currency in which the Notes are payable, or
impair or change in any respect adverse to the Noteholders the right to convert
the Notes into Common Stock subject to the terms set forth herein, including
Section 15.6, or modify the provisions of this Indenture with respect to the
subordination of the Notes in a manner adverse to the Noteholders, without the
consent of the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding.  It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Notes, the holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the holders of all of the Notes waive any past default or Event of Default under
the Indenture and its consequences except (i) a default in the payment of
interest or premium, if any, on, or the principal of, the Notes when due, (ii) a
failure by the Company to convert

                                      A-6
<PAGE>

any Notes into Common Stock or (iii) a default in respect of a covenant or
provisions of the Indenture which under Article XI cannot be modified or amended
without the consent of the holders of all Notes then outstanding. Any such
consent or waiver by the holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Note and any Notes which may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.

     The indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, expressly subordinate and subject in right of payment
to the prior payment in full in cash or other payment satisfactory to the
holders of Senior Indebtedness of all Senior Indebtedness of the Company, as
defined in the Indenture, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination. Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney in fact for such purpose.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the place, at the respective times, at the rate and in
the lawful money herein prescribed.

     Interest on the Notes shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     The Notes are issuable in registered form without coupons in denominations
of $1,000 principal amount and integral multiples thereof.  At the office or
agency of the Company referred to on the face hereof, and in the manner and
subject to the limitations provided in the Indenture, without payment of any
service charge but with payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration or
exchange of Notes, Notes may be exchanged for a like aggregate principal amount
of Notes of other authorized denominations.

     The Notes will not be redeemable at the option of the Company prior to
February 4, 2003.  On or after such date and prior to maturity the Notes may be
redeemed at the option of the Company as a whole, or from time to time in part,
upon mailing a notice of such redemption not less than 20 nor more than 60 days
before the date fixed for redemption to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at the following
redemption prices (expressed as percentages of the principal amount), together
in each case with accrued interest, if any, to, but excluding, the date fixed
for redemption.

     If redeemed during the 12-month period beginning February 1 (February 4,
2003 through January 31, 2003 in the case of the first such period):

                                      A-7
<PAGE>

<TABLE>
<CAPTION>
                                                     Redemption
               Year                                    Price
             -------                                ------------
             <S>                                    <C>
               2003................................    103.43%
               2004................................    102.57%
               2005................................    101.71%
               2006................................    100.86%
</TABLE>

and 100% at February 1, 2007; provided that if the date fixed for redemption is
                              -------- ----
a February 1 or August 1, then the interest payable on such date shall be paid
to the holder of record on the next preceding January 15 or July 15,
respectively.

     The Notes are not subject to redemption through the operation of any
sinking fund.

     Upon the occurrence of a "Repurchase Event," the Noteholder has the right,
at such holder's option, to require the Company to repurchase all or any portion
of such holder's Notes on the 40th calendar day (or, if such 40th day is not a
Business Day, the next succeeding Business Day) after notice of such Repurchase
Event at a price equal to 105% of the principal amount of the Notes such holder
elects to require the Company to repurchase, together in each case with accrued
interest to the date fixed for repurchase; provided that if such repurchase date
                                           --------
is February 1 or August 1, then the interest payable on such date shall be paid
to the holder of record of the Note on the next preceding January 15 or July 15,
respectively.  The Company or, at the written request of the Company, the
Trustee shall mail to all holders of record of the Notes a notice of the
occurrence of a Repurchase Event and of the repurchase right arising as a result
thereof on or before the fifteenth (15th) calendar day after the occurrence of
such Repurchase Event.  Payment of the repurchase price may be made in shares of
the Company's Common Stock under certain circumstances as provided in Section
16.3 of the Indenture.

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time following the date of original issuance of the
Notes and prior to the close of business on February 1, 2007, (except that with
respect to any Note or portion of a Note which shall be called for redemption,
prior to the close of business on the Business Day next preceding the date fixed
for redemption) (unless the Company shall default in payment due upon
redemption), to convert the principal hereof or any portion of such principal
which is $1,000 or an integral multiple thereof, into that number of fully paid
and non-assessable shares of Company's Common Stock, as said shares shall be
constituted at the date of conversion, obtained by dividing the principal amount
of this Note or portion thereof to be converted by the conversion price of
$23.60 or such conversion price as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture and this Note, to the Company at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York, or at the option of such holder, the Corporate Trust Office, and,
unless the shares issuable on conversion are to be issued in the same name as
this Note, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney; provided, however, that in the event, at any time this Note
                     --------  -------
is surrendered for conversion in whole or in part, the Company does not have
available for issuance upon such

                                      A-8
<PAGE>

conversion at least the number of shares of authorized Common Stock required to
be issued pursuant hereto, then this Note (or portion thereof as to which
conversion has been requested), to the extent and only to the extent sufficient
shares of authorized Common Stock are not available, shall be converted into the
right to receive a payment from the Company in lieu of the shares of Common
Stock into which this Note would otherwise be converted and which the Company is
unable to issue, equal to the number of shares of Common Stock which the Company
is unable to issue multiplied by the average of the Closing Price (as defined in
the Indenture) for the Company's Common Stock (determined as set forth in the
Indenture) during the five Trading Days immediately prior to the date on which
the holder of such Note (or specified portion thereof) is deemed to have been
converted pursuant to the Indenture. No adjustment in respect of interest or
dividends will be made upon any conversion; provided, however, that if this Note
                                            --------  -------
shall be surrendered for conversion during the period from the close of business
on any record date for the payment of interest through the close of business on
the Business Day next preceding the following interest payment date, this Note
(unless the Note or the portion thereof being converted shall have been called
for redemption pursuant to a redemption notice mailed to the Noteholders in
accordance with Section 3.2 of the Indenture) must be accompanied by an amount,
in funds acceptable to the Company, equal to the interest otherwise payable on
such interest payment date on the principal amount being converted. No
fractional shares of Common Stock will be issued upon any conversion, but an
adjustment in cash will be paid to the holder, as provided in the Indenture, in
respect of any fraction of a share which would otherwise be issuable upon the
surrender of any Note or Notes for conversion.

     Any Notes called for redemption, unless surrendered for conversion on or
before the close of business on the date fixed for redemption, may be deemed to
be purchased from the holder of such Notes at an amount equal to the applicable
redemption price, together with accrued interest to the date fixed for
redemption, by one or more investment bankers or other purchasers who may agree
with the Company to purchase such Notes from the holders thereof and convert
them into Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange thereof, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any other conversion agent nor any
Note registrar shall be affected by any notice to

                                      A-9
<PAGE>

the contrary. All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

     No recourse for the payment of the principal of or any premium or interest
on this Note, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture supplemental thereto or in any Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, employee, agent, officer, director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     Terms used in this Note and defined in the Indenture are used herein as
therein defined.

                                     A-10
<PAGE>

                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common            UNIF GIFT MIN ACT -


                                          -------------------------Custodian
                                                    (Cust)

TEN ENT - as tenants by the entireties    -------------------------
                                                    (Minor)

JT TEN  - as joint tenants with right of  Uniform Gifts to Minors Act _________
survivorship and not as tenants in                                     (State)
common

                   Additional abbreviations may also be used
                         though not in the above list.

                                     A-11
<PAGE>

                          [FORM OF CONVERSION NOTICE]

To:E*TRADE Group, Inc.

     The undersigned registered owner of this Note hereby irrevocably exercises
the option to convert this Note, or the portion hereof (which is $1,000
principal amount or an integral multiple thereof) below designated, into shares
of Common Stock in accordance with the terms of the Indenture referred to in
this Note, and directs that the shares issuable and deliverable upon such
conversion, together with any check in payment for fractional shares and any
Notes representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been
indicated below. If shares or any portion of this Note not converted 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 amount required to be
paid to the undersigned on account of interest accompanies this Note.

Dated: ________________________

                                        ________________________________

                                        ________________________________
                                        Signature(s)

_______________________________
Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or
Notes to be delivered, other than to and in the name of the registered holder.

                                     A-12
<PAGE>

Fill in for registration of shares if to be issued, and Notes if to be
delivered, other than to and in the name of the registered holder:


________________________________
(Name)

________________________________
(Street Address)

________________________________
(City, State and Zip Code)

Please print name and address

                                      Principal amount to be converted (if less
                                      than all):  $______,000


                                      ____________________________________
                                      Social Security or Other Taxpayer
                                      Identification Number


                                     A-13
<PAGE>

                      [FORM OF OPTION TO ELECT REPAYMENT

                           UPON A REPURCHASE EVENT]

To:E*TRADE Group, Inc.

     The undersigned registered owner of this Note hereby acknowledges receipt
of a notice from E*TRADE Group, Inc. (the "Company") as to the occurrence of a
Repurchase Event with respect to the Company and requests and instructs the
Company to repay the entire principal amount of this Note, or the portion
thereof (which is $1,000 principal amount or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note, together with accrued interest to, but excluding, such date, to the
registered holder hereof.

Dated: ________________________


                                             _________________________________

                                             _________________________________
                                             Signature(s)

                                             _________________________________
                                             Social Security or Other Taxpayer
                                             Identification Number

                                             Principal amount to be repaid (if
                                             less than all): $______,000

                                             NOTICE: The above signatures of the
                                             holder(s) hereof must correspond
                                             with the name as written upon the
                                             face of the Note in every
                                             particular without alteration or
                                             enlargement or any change whatever.

                                     A-14
<PAGE>

                       [FORM OF ASSIGNMENT AND TRANSFER]

     For value received ____________________________ hereby sell(s), assign(s)
and transfer(s) unto _________________ (Please insert social security or
Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints ________ _____________ attorney to transfer
the said Note on the books of the Company, with full power of substitution in
the premises.

     In connection with any transfer of the within Note occurring within two
years (or such shorter holding period required under Rule 144(k) of the
Securities Act) of the original issuance of such Note (unless such Note is being
transferred pursuant to a registration statement that has been declared
effective under the Securities Act), the undersigned confirms that such Note is
being transferred:

          .    *To E*TRADE, Group, Inc. or a subsidiary thereof; or

          .    *Pursuant to and in compliance with Rule 144A under the
               Securities Act of 1933, as amended; or

          .    *To an Institutional Accredited Investor pursuant to and in
               compliance with the Securities Act of 1933, as amended; or

          .    *Pursuant to and in compliance with Rule 144 under the Securities
               Act of 1933, as amended;

and unless the box below is checked, the undersigned confirms that such Note is
not being transferred to an "affiliate" of the Company as defined in Rule 144
under the Securities Act of 1933, as amended (an "Affiliate"):

          .    *The transferee is an Affiliate of the Company.

                                     A-15
<PAGE>

Dated: ________________________

_______________________________

_______________________________
Signature(s)

_______________________________
Signature Guarantee

Signature(s) must be guaranteed by an eligible Guarantor Institution (banks,
stock brokers, savings and loan associations and credit unions) with membership
in an approved signature guarantee medallion program pursuant to Securities and
Exchange Commission Rule 17Ad-15 if shares of Common Stock are to be issued, or
Notes to be delivered, other than to and in the name of the registered holder.

     NOTICE: The signature on the conversion notice, the option to elect
repurchase upon a Repurchase Event or the assignment must correspond with the
name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.

                                     A-16
<PAGE>

                                   EXHIBIT B

Ladies and Gentlemen:

     We are delivering this letter in connection with the resale or transfer of
_% Convertible Subordinated Notes due 2007 (the "Notes") which are convertible
into shares of Common Stock, $0.01 par value (the "Common Stock"), of (the
"Company").

     We hereby confirm that:

          1.   we are an "accredited investor" within the meaning of Rule
     501(a)(1), (2) or (3) under the Securities Act of 1933 (the "Securities
     Act") or an entity in which all of the equity owners are accredited
     investors within the meaning of Rule 501(a)(1), (2) or (3) under the
     Securities Act;

          2.   (A) any purchase of Notes by us will be for our own account or
     for the account of one or more other Institutional Accredited Investors
     (defined below) or as fiduciary for the account of one or more trusts, each
     of which is an "accredited investor" within the meaning of Rule 501(a)(7)
     under the Securities Act (such trusts, together with accredited investors
     within the meaning of Rule 501(a)(1), (2) or (3) under the Securities Act,
     an "Institutional Accredited Investor") and for each of which we exercise
     sole investment discretion or (B) we are a "bank," within the meaning of
     Section 3(a)(2) of the Securities Act, or a "savings and loan association"
     or other institution described in Section 3(l)(5)(a) of the Securities Act
     that is acquiring Notes as fiduciary for the account of one or more
     institutions for which we exercise sole investment discretion;

          3.   in the event that we purchase any Notes, we will acquire Notes
     having a minimum principal amount of not less than $100,000 for our own
     account or for any separate account for which we are acting;

          4.   we have such knowledge and experience in financial and business
     matters that we are capable of evaluating the merits and risks of
     purchasing the Notes; and

          5.   we are not acquiring Notes with a view to distribution thereof or
     with any present intention of offering or selling Notes or the Common Stock
     issuable upon conversion thereof, except as permitted below; provided that
     the disposition of our property and property of any accounts for which we
     are acting as fiduciary shall remain at all times within our control.

     We understand that the Notes are being offered in a transaction not
involving any public offering within the United States within the meaning of the
Securities Act and that the Notes and the shares of Common Stock issuable upon
conversion thereof (the "Securities") have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account

                                      B-1
<PAGE>

for which we acquire any Securities, that if in the future we decide to resell
or otherwise transfer such Securities, such Securities may be resold or
otherwise transferred only (i) to the Company or any subsidiary thereof, or (ii)
to a person who is a "qualified institutional buyer" (as defined in Rule 144A
under the Securities Act) in a transaction meeting the requirements of Rule
144A, or (iii) to an Institutional Accredited Investor that, prior to such
transfer, furnishes to the Trustee or transfer agent for such Securities a
signed letter containing certain representations and agreements relating to the
restrictions on transfer of such Securities (the form of which letter can be
obtained from such Trustee or transfer agent), or (iv) pursuant to the exemption
from registration provided by Rule 144 under the Securities Art (if applicable),
or (v) pursuant to a registration statement which has been declared effective
under the Securities Act, and in each case, in accordance with any applicable
securities laws of any State of the United States or any other applicable
jurisdiction and in accordance with the legends set forth on the Securities. We
further agree to provide any person purchasing any of the Securities other than
pursuant to clause (v) above from us a notice advising such purchaser that
resales of such securities are restricted as stated herein. We understand that
the Trustee for the Notes and/or the transfer agent for the Common Stock will
not be required to accept for registration of transfer any Notes or any shares
of Common Stock issued upon conversion of the Notes except upon presentation of
evidence satisfactory to the Company that the foregoing restrictions on transfer
have been complied with. We further understand that any Notes and any
certificates representing Common Stock will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph other than certificates representing Common
Stock transferred pursuant to clause (v) above.

     We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS
AND PRINCIPLES THEREOF.



                                   _________________________________________
                                   (Name of Purchaser)

                                   By:______________________________________
                                        Name:
                                        Title:
                                        Address:

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