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                                                                     EXHIBIT 4.2




                                                                  EXECUTION COPY
                                                                  --------------


                   __________________________________________


                          FIRST SUPPLEMENTAL INDENTURE

                            Dated as of June 5, 2001

                  ___________________________________________


                                    between

                               MARKEL CORPORATION

                                      and

                           THE CHASE MANHATTAN BANK,

                                   as Trustee

                  ___________________________________________

                           Supplemental to Indenture

                            Dated as of June 5, 2001

                  ___________________________________________

                   Creating a series of Securities designated

        Liquid Yield Option(TM) Notes due 2031 (Zero Coupon -- Senior)




--------------------
(TM) Trademark of Merrill Lynch & Co., Inc.
<PAGE>


          FIRST SUPPLEMENTAL INDENTURE, dated as of the 5th day of June, 2001,
between MARKEL CORPORATION, a corporation duly organized and existing under the
laws of the Commonwealth of Virginia, having its principal executive office
located at 4521 Highwoods Parkway, Glen Allen, Virginia 23060 (the "Company"),
and THE CHASE MANHATTAN BANK, a banking corporation duly organized and existing
under the laws of the State of New York, having its Corporate Trust Office
located at 450 West 33rd Street, New York, New York 10001, as trustee (the
"Trustee").

                                R E C I T A L S

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of June 5, 2001 (the "Original Indenture," as
amended by this Supplemental Indenture, the "Indenture"), providing for the
issuance by the Company from time to time of its unsecured debentures, notes or
other evidences of indebtedness (in the Original Indenture and herein called the
"Securities"), unlimited as to principal amount, to bear such rates of interest,
to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed in accordance with the terms of the
Original Indenture;

          WHEREAS, the Company, in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate resolutions of its board of directors, has duly
determined to make, execute and deliver to the Trustee this Supplemental
Indenture to the Original Indenture in order to establish the form and terms of,
and to provide for the creation and issuance of, a new series of Securities
designated as its "Liquid Yield Option(TM) Notes due 2031 (Zero Coupon --
Senior)" in the aggregate Principal Amount at Maturity (as defined herein) of up
to $408,000,000 (excluding any Contingent Principal Amount);

          WHEREAS, Section 901 of the Original Indenture provides that the
Company, when authorized by or pursuant to a Company Resolution (as defined in
the Original Indenture), and the Trustee, at any time and from time to time,
without the consent of any Holder (as defined in the Original Indenture), may
enter into an indenture supplemental to the Original Indenture to, among other
things (a) establish the form or terms of Securities of any series as permitted
by Sections 201 and 301 of the Original Indenture and (b) cure any ambiguity or
to correct or supplement any provision in the Original Indenture which may be
defective or inconsistent with any other provision in the Original Indenture, or
to make any other change that does not adversely affect the interests of any
Holders of Securities of any series then Outstanding (as defined in the Original
Indenture) or any related Coupon (as defined in the Original Indenture) in any
material respect; and

          WHEREAS, all things necessary to make the Liquid Yield Option(TM)
Notes due 2031 (Zero Coupon -- Senior), when executed by the Company and
authenticated and delivered by the Trustee or any Authenticating Agent (as
defined in the Original Indenture) and issued upon the terms and subject to the
conditions of this Supplemental Indenture and the Original Indenture against
payment therefor, the valid, binding and legal obligations of the Company and to
make this Supplemental Indenture a valid, binding and legal agreement of the
Company have been done.


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          NOW, THEREFORE, in order to establish the form and terms of the series
of Securities designated as the "Liquid Yield Option(TM) Notes due 2031 (Zero
Coupon -- Senior)" and for and in consideration of the premises and of the
covenants contained in the Original Indenture and in this Supplemental Indenture
and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders, as follows:


                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 101 Definitions. For all purposes of the Original Indenture and
this Supplemental Indenture relating to the series of Securities (consisting of
Notes) created hereby, except as otherwise expressly provided or unless the
context otherwise requires, the terms used in this Supplemental Indenture have
the meanings assigned to them in this Article. Each capitalized term that is
used in the Original Indenture and this Supplemental Indenture but not defined
herein shall have the meaning specified in the Original Indenture.

          "Accreted Conversion Price" means the sum of the Issue Price, plus the
accrued Original Issue Discount and any accrued Contingent Additional Principal
to the date of determination, divided by the number of shares of Common Stock
issuable upon a conversion of a Note.

          "Agent Members" has the meaning specified in Section 208(b)(v).

          "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Note or beneficial interest therein, the rules
and procedures of the Depositary for such Note, in each case to the extent
applicable to such transaction and as in effect from time to time.

          "Average Sale Price" means the average of the Sale Prices of the
Common Stock for the shorter of (1) 30 consecutive Trading Days ending on the
last full Trading Day prior to the Time of Determination with respect to the
rights, warrants or options or distribution in respect of which the Average Sale
Price is being calculated, or (2) the period (x) commencing on the date next
succeeding the first public announcement of (a) the issuance of rights, warrants
or options or (b) the distribution, in each case, in respect of which the
Average Sale Price is being calculated and (y) proceeding through the last full
Trading Day prior to the Time of Determination with respect to the rights,
warrants or options or distribution in respect of which the Average Sale Price
is being calculated (excluding days within such period, if any, which are not
Trading Days), or (3) the period, if any, (x) commencing on the date next
succeeding the Ex-Dividend Time with respect to the next preceding (a) issuance
of rights, warrants or options or (b) distribution, in each case, for which an
adjustment is required by the provisions of Section 406(e) or Section 407 and
(y) proceeding through the last full Trading Day prior to the Time of
Determination with respect to the rights, warrants or options or distribution in
respect of which the Average Sale Price is being calculated (excluding days
within such period, if any, which are not Trading Days).


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          "Bid Solicitation Agent" has the meaning specified in Section 206.

          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.

          "cash" means U.S. legal tender.

          "Certificated Notes" means Notes that are in the form of the Note
attached hereto as Exhibit A-2.

          "Change in Control" has the meaning specified in Section 701(g),
amending Article Eleven of the Original Indenture (see Section 1108(a) of the
Original Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Change in Control Purchase Date" has the meaning specified in Section
701(g), amending Article Eleven of the Original Indenture (see Section 1108(a)
of the Original Indenture, as amended by Article 7 of this Supplemental
Indenture).

          "Change in Control Purchase Notice" has the meaning specified in
Section 701(g), amending Article Eleven of the Original Indenture (see Section
1108(c) of the Original Indenture, as amended by Article 7 of this Supplemental
Indenture).

          "Change in Control Purchase Price" has the meaning specified in
Section 701(g), amending Article Eleven of the Original Indenture (see Section
1108(a) of the Original Indenture, as amended by Article 7 of this Supplemental
Indenture).

          "Common Stock Record Date" has the meaning specified in Section 301.

          "Company Notice" has the meaning specified in Section 701(g), amending
Article Eleven of the Original Indenture (see Section 1107(e) of the Original
Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Company Notice Date" has the meaning specified in Section 701(g),
amending Article Eleven of the Original Indenture (see Section 1107(e) of the
Original Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Contingent Additional Principal" means such additional principal
payable on the Notes, if any, as described in Section 601.

          "Contingent Cash Interest" shall mean such cash interest payable, as
described in Section 301.

          "Contingent Cash Interest Payment Date" has the meaning specified in
Section 302.

          "Contingent Cash Interest Record Date" has the meaning specified in
Section 302.

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          "Conversion Agent" has the meaning specified in Section 206.

          "Conversion Date" has the meaning specified in Section 402.

          "Conversion Rate" has the meaning specified in Section 401.

          "Defaulted Interest" has the meaning specified in Section 502.

          "Depositary" means, with respect to the Notes issuable in whole or in
part in global form, DTC and any nominee thereof, until a successor shall have
been appointed and become such pursuant to the applicable provisions of the
Indenture, and thereafter "Depositary" shall mean or include such successor and
any nominee thereof.

          "DTC" means The Depository Trust Company.

          "Ex-Dividend Date" has the meaning specified in Section 408(b).

          "Ex-Dividend Time" has the meaning specified in Section 401.

          "Extraordinary Cash Dividend" has the meaning specified in Section
408(a).

          "Five-Trading-Day Measurement Period" has the meaning specified in
Section 301.

          "Global Note" means a Note issued in global form and deposited with or
on behalf of the Depositary.

          "Holder" and "Noteholder," in the case of any Note, means the Person
in whose name such Note is registered in the Security Register.

          "Issue Date" means June 5, 2001.

          "Issue Price" of any Note means, in connection with the original
issuance of such Note, the initial issue price as set forth on the face of the
Note.

          "LYONs Market Price" has the meaning specified in Section 301.

          "Market Price" means the average Sale Prices of the Common Stock for
the five-Trading-Day period ending on the third Business Day prior to the
applicable Purchase Date (if such third Business Day is a Trading Day or, if
such third Business Day is not a Trading Day, then, on the last Trading Day
prior to the applicable Purchase Date), appropriately adjusted to take into
account the occurrence, during the period commencing on the first of such
Trading Days during such five-Trading-Day period and ending on such Purchase
Date, of certain events that would result in an adjustment of the Conversion
Rate.

          "Notes" means the Liquid Yield Option(TM) Notes due 2031 (Zero Coupon
-- Senior) created hereby and "Note" means one of them.

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          "Notice of Default" has the meaning specified in Section 701(d),
amending Article Eleven of the Original Indenture (see Section 501 of the
Original Indenture, as amended by Article 7 of this Supplemental Indenture).

          "NYSE" means the New York Stock Exchange.

          "Original Issue Discount" of any Note means the difference between the
Issue Price and the Principal Amount at Maturity of the Note as set forth on the
face of the Note, which shall accrue as set forth in the form of Note.

          "Paying Agent" with respect to the Notes shall have the meaning
specified in Section 206.

          "Principal Amount at Maturity" of a Note means the principal amount at
maturity as set forth on the face of the Note.

          "Purchase Date" has the meaning specified in Section 701(g), amending
Article Eleven of the Original Indenture (see Section 1107(a) of the Original
Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Purchase Notice" has the meaning specified in Section 701(g),
amending Article Eleven of the Original Indenture (see Section 1107(a) of the
Original Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Purchase Price" has the meaning specified in Section 701(g), amending
Article Eleven of the Original Indenture (see Section 1107(a) of the Original
Indenture, as amended by Article 7 of this Supplemental Indenture).

          "Redemption Date", with respect to any Note or portion thereof to be
redeemed, means the date fixed for redemption in accordance with the terms of
the Notes and Article Eleven of the Original Indenture, as amended by Article 7
of this Supplemental Indneture.

          "Redemption Price", with respect to any Note or portion thereof to be
redeemed, means the price at which such Note or portion thereof is to be
redeemed as specified in paragraph 6 in the Notes.

          "Registrar" has the meaning specified in Section 206.

          "Regular Cash Dividends" means quarterly or other periodic cash
dividends on the Common Stock as declared by the Board of Directors as part of
its cash dividend payment practices that are not designated by the Board of
Directors as extraordinary or special or other non-recurring dividends.

          "Regular Record Date" means, with respect to Contingent Cash Interest,
if any, the Common Stock Record Date preceding the last day of the relevant six-
month period.

          "Relevant Cash Dividends" has the meaning specified in Section 408.

                                       5
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          "Relevant Value" has the meaning specified in Section 301.

          "Rights" has the meaning specified in Section 419.

          "Rights Agreement" has the meaning specified in Section 419.

          "Sale Price" of the Common Stock or any other Capital Stock on any
date means (A) the closing per share sale price (or, if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in either
case, the average of the average bid and average ask prices) on such date on the
NYSE or such other principal United States securities exchange on which the
Common Stock is traded or, if the Common Stock is not listed on a United States
national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated, or (B) in the absence of a quotation, such price
as the Company shall determine on the basis of such quotations as the Company
considers appropriate.

          "Securities" has the meaning specified in the first recital hereof.

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

          "Semiannual Period" has the meaning specified in Section 301 hereof.

          "Special Record Date" means, for the payment of any Defaulted
Interest, the date fixed by the Trustee pursuant to Section 502(a).

          "Stated Maturity," when used with respect to any Note, means the date
specified in such Note as the fixed date on which an amount equal to the
Principal Amount at Maturity of such Note or Contingent Additional Principal
thereon is due and payable.

          "Supplemental Indenture" means this First Supplemental Indenture.

          "Tax Original Issue Discount" means the amount of ordinary interest
income on a Note that must be accrued as original issue discount for United
States Federal income tax purposes.

          "Thirty-Trading Day Measurement Period" has the meaning specified in
Section 601.

          "Time of Determination" has the meaning specified in Section 401.

          "Trading Day" means a day during which trading in securities generally
occurs on the NYSE or, if the Common Stock is not listed on the NYSE, on the
principal other national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not listed on a national or
regional securities exchange, on the National Association of Securities Dealers
Automated Quotation System or, if the Common Stock is not quoted on the National
Association of Securities Dealers Automated Quotation System, on the principal
other market on which the Common Stock is then traded.

                                       6
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          "Underwriting Agreement" means the Underwriting Agreement, dated May
30, 2001, between the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as supplemented by the Pricing Agreement, dated as of May 30,
2001, between the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

          SECTION 102 Section References. Each reference to a particular section
set forth in this Supplemental Indenture shall, unless the context otherwise
requires, refer to this Supplemental Indenture. Each reference to a particular
section of the Original Indenture shall refer to that particular section of the
Original Indenture in the form executed on June 5, 2001. It shall be
specifically provided herein when references to a particular section or portion
of the Original Indenture herein refer to such Original Indenture as amended and
supplemented by Article 7 of this Supplemental Indenture.

                                   ARTICLE 2

                                   THE NOTES

         SECTION 201 Title of the Notes. The Notes shall be known and designated
as the "Liquid Yield Option(TM) Notes due 2031 (Zero Coupon -- Senior)" of the
Company.

         SECTION 202 Amount. The aggregate Principal Amount at Maturity of Notes
that may be authenticated and delivered under this Supplemental Indenture is
limited to $408,000,000, not including Contingent Additional Principal, if any,
and Notes authenticated and delivered upon registration or transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Section 905 of the Original
Indenture and Sections 304, 305, 306 or Article Eleven of the Original
Indenture, as amended by Article 7 of this Supplemental Indenture, or upon
surrender in part of any Notes for conversion or exchange into Common Stock
pursuant to the terms of the Notes and the terms of the Indenture.

         SECTION 203 Stated Maturity. The Stated Maturity of the Notes shall be
June 5, 2031.

         SECTION 204 Forms; Denominations. The Notes shall be Registered
Securities. The certificate for the Notes shall be in substantially the forms
attached hereto as Exhibit A-1 and Exhibit A-2. The Notes are being offered and
sold by the Company pursuant to the Underwriting Agreement.

         (a) Global Notes. (i) Notes offered and sold as provided in the
Underwriting Agreement shall be issued initially in the form of one or more
Global Notes in definitive fully registered form without interest coupons,
deposited on behalf of the subscribers for the Notes represented thereby with
The Chase Manhattan Bank, at its Corporate Trust Office, as custodian for the
Depositary and registered in the name of DTC or a nominee thereof, duly executed
by the Company and authenticated by the Trustee as provided in the Indenture.
The aggregate Principal Amount at Maturity of the Global Notes may from time to
time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary as hereinafter provided.

          Each Global Note shall represent such of the Outstanding Notes as
shall be specified therein and each shall provide that it shall represent the

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aggregate Principal Amount at Maturity of Outstanding Notes from time to time
endorsed thereon and that the aggregate Principal Amount at Maturity of
Outstanding Notes represented thereby may from time to time be reduced or
increased, as appropriate, to reflect conversions and redemptions.

          Any adjustment of the aggregate Principal Amount at Maturity of a
Global Note to reflect the amount of any increase or decrease in the Principal
Amount at Maturity of Outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 208 or pursuant to a Company Order delivered pursuant to Section 303
of the Original Indenture or Section 304 of the Original Indenture, as amended
by Article 7 of this Supplemental Indenture, and shall be made on the records of
the Trustee and the Depositary.

         (ii) Book-Entry Provisions. This Section 204(a)(ii) shall apply only to
Global Notes. The Company shall execute and the Trustee shall, in accordance
with this Section 204(a)(ii) and Sections 206 and 303 of the Original Indenture,
authenticate and deliver initially one or more Global Notes that (a) shall be
registered in the name of the Depositary, (b) shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary's instructions and (c) shall
bear legends substantially to the following effect:

          "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
          OF THE DEPOSITORY TRUST COMPANY 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 TO SUCH OTHER ENTITY
          AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
          TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY
          TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
          ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
          HAS AN INTEREST HEREIN.

          TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS, IN WHOLE
          BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
          SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF
          PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
          ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE 2 OF THE
          SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF."

          (b) Certificated Notes. Except as otherwise set forth in this
Supplemental Indenture, owners of beneficial interests in Global Notes will not
be entitled to receive physical delivery of Certificated Notes. Beneficial
interests in a Global Note transferred to the beneficial holders thereof
pursuant to Section 208(b) will be issued in certificated, registered form
without interest coupons.

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          (c)  U.S. Tax Legend.  All Notes shall bear the following legend:
               ----------------

          THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF
          SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE
          CODE OF 1986, AS AMENDED.  THE ISSUE PRICE OF THIS NOTE WAS $283.19
          PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL
          ISSUE DISCOUNT IS $716.81 PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY;
          THE ISSUE DATE IS JUNE 5, 2001; AND THE YIELD TO MATURITY FOR THE
          PURPOSES OF ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 8.30% PER ANNUM.

          SECTION 205 Transfer and Exchange. (a) Notwithstanding any provision
to the contrary herein, so long as a Global Note remains Outstanding and is held
by or on behalf of the Depositary, transfers of a Global Note, in whole or in
part, shall be made only in accordance with Section 208(a)(i) and this Section
205.

         (b) Transfers of a Global Note shall be limited to transfers of such
Global Note in whole, or in part, to nominees of the Depositary or to a
successor of the Depositary or such successor's nominee.

         SECTION 206 Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent. The Company shall maintain an office or agency where Notes
may be presented for registration of transfer or for exchange ("Registrar"), an
office or agency where Notes may be presented for purchase or payment ("Paying
Agent") and an office or agency where Notes may be presented for conversion
("Conversion Agent"). The Company shall also appoint a bid solicitation agent
(the "Bid Solicitation Agent") to act pursuant to paragraph 3 in the Notes. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may have one or more co-registrars, one or more additional paying
agents and one or more additional conversion agents. The term Paying Agent
includes any additional paying agent. The term Conversion Agent includes any
additional conversion agent.

          The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar, Paying Agent, Conversion Agent or Bid Solicitation
Agent (other than the Trustee).  The agreement shall implement the provisions of
the Indenture that relate to such agent.  The Company shall notify the Trustee
of the name and address of any such agent.  If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefore
pursuant to Section 607 of the Original Indenture.  The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.  None of the Company or any Subsidiary or any
Affiliate of either of them may act as Bid Solicitation Agent.

          The Company initially appoints the Trustee as Registrar, Conversion
Agent, Paying Agent and Bid Solicitation Agent in connection with the Notes.

     SECTION 207 Paying Agent to Hold Money and Notes in Trust. Except as
otherwise provided herein, by no later than 10:00 a.m. (New York City time) on


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or prior to each due date of payments in respect of any Notes, the Company shall
deposit with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) or Common Stock sufficient to make such payments when
so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Noteholders or the Trustee all money and Common Stock held by the
Paying Agent for the making of payments in respect of the Notes and shall notify
the Trustee of any default by the Company in making any such payment. At any
time during the continuance of any such default, the Paying Agent shall, upon
the written request of the Trustee, forthwith pay to the Trustee all money and
Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate of
either of them acts as Paying Agent, it shall segregate the money and Common
Stock held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money and Common Stock
held by it to the Trustee and to account for any funds and Common Stock
disbursed by it. Upon doing so, the Paying Agent shall have no further liability
for the money or Common Stock.

           SECTION 208 Restrictions on Transfers. (a) Notwithstanding any other
provisions of this Supplemental Indenture or the Notes, (A) transfers of a
Global Note, in whole or in part, shall be made only in accordance with Sections
205 and 208(a)(i), (B) transfer of a beneficial interest in a Global Note for a
Certificated Note shall comply with Section 208(a)(ii) below, and (C) transfers
of a Certificated Note shall comply with Section 208(a)(iii) and (iv) below.

          (i) Transfer of Global Note.  A Global Note may not be transferred, in
     whole or in part, to any Person other than the Depositary or a nominee
     thereof, and no such transfer to any such other Person may be registered;
     provided that this clause (i) shall not prohibit any transfer of a Note
     that is issued in exchange for a Global Note but is not itself a Global
     Note.  No transfer of a Note to any Person shall be effective under the
     Indenture or the Notes unless and until such Note has been registered in
     the name of such Person.  Nothing in this Section 208(a)(i) shall prohibit
     or render ineffective any transfer of a beneficial interest in a Global
     Note effected in accordance with the other provisions of this Section
     208(a).

         (ii) Restrictions on Transfer of a Beneficial Interest in a Global Note
for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements
set forth below. Upon receipt by the Trustee of a request for transfer of a
beneficial interest in a Global Note in accordance with Applicable Procedures
for a Certificated Note in the form satisfactory to the Trustee, together with
written instructions to the Trustee to make, or direct the Registrar to make, an
adjustment on its books and records with respect to such Global Note to reflect
a decrease in the aggregate Principal Amount at Maturity of the Notes
represented by the Global Note, such instructions to contain information
regarding the Depositary account to be credited with such decrease, then the
Trustee shall cause, or direct the Registrar to cause, in accordance with the
standing instructions and procedures existing between the Depositary and the
Registrar, the aggregate Principal Amount at Maturity of Notes represented by
the Global Note to be decreased by the aggregate Principal Amount at Maturity of
the Certificated Note to be issued, shall issue such Certificated Note and shall


                                       10
<PAGE>

debit or cause to be debited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the Principal
Amount at Maturity of the Certificated Note so issued.

         (iii) Transfer and Exchange of Certificated Notes. When Certificated
Notes are presented to the Registrar with a request:

               (x) to register the transfer of such Certificated Notes; or

               (y) to exchange such Certificated Notes for an equal Principal
          Amount at Maturity of Certificated Notes of other authorized
          denominations,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Notes surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorney duly authorized in writing.

          (iv) Restrictions on Transfer of a Certificated Note for a Beneficial
     Interest in a Global Note. A Certificated Note may not be exchanged for a
     beneficial interest in a Global Note except upon satisfaction of the
     requirements set forth below.

     Upon receipt by the Trustee of a Certificated Note, duly endorsed or
     accompanied by appropriate instruments of transfer, in form satisfactory to
     the Trustee, together with written instructions directing the Trustee to
     make, or to direct the Registrar to make, an adjustment on its books and
     records with respect to such Global Note to reflect an increase in the
     aggregate Principal Amount at Maturity of the Notes represented by the
     Global Note, such instructions to contain information regarding the
     Depositary account to be credited with such increase, then the Trustee
     shall cancel such Certificated Note and cause, or direct the Registrar to
     cause, in accordance with the standing instructions and procedures existing
     between the Depositary and the Registrar, the aggregate Principal Amount at
     Maturity of Notes represented by the Global Note to be increased by the
     aggregate Principal Amount at Maturity of the Certificated Note to be
     exchanged, and shall credit or cause to be credited to the account of the
     Person specified in such instructions a beneficial interest in the Global
     Note equal to the Principal Amount at Maturity of the Certificated Note so
     cancelled.  If no Global Notes are then outstanding, the Company shall
     issue and the Trustee shall authenticate, upon receipt of a Company Order,
     a new Global Note in the appropriate Principal Amount at Maturity.

          (b) The provisions of clauses (i), (ii), (iii), (iv) and (v) below
shall apply only to Global Notes:

          (i) Notwithstanding any other provisions of the Indenture or the
Notes, except as provided in Section 208(a)(ii), a Global Note shall not be
exchanged in whole or in part for a Note registered in the name of any Person
other than the Depositary or one or more nominees thereof, provided that a
Global Note may be exchanged for Notes registered in the names of any person

                                       11
<PAGE>

designated by the Depositary in the event that (A) the Depositary has notified
the Company that it is unwilling or unable to continue as depositary for such
Global Note or the Depositary has ceased to be a "clearing agency" registered
under the Exchange Act, and a successor Depositary is not appointed by the
Company within 90 days, (B) an Event of Default has occurred and is continuing
with respect to the Notes or (C) if the Company executes and delivers a Company
Order to the effect that the Global Note shall be exchangeable. Any Global Note
exchanged pursuant to clause (A) above shall be so exchanged in whole and not in
part, and any Global Note exchanged pursuant to clause (B) above may be
exchanged in whole or from time to time in part as directed by the Depositary.


          (ii) Notes issued in exchange for a Global Note or any portion thereof
shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate Principal Amount at Maturity equal to that of such
Global Note or portion thereof to be so exchanged and shall be registered in
such names and be in such authorized denominations as the Depositary shall
designate. Any Global Note to be exchanged in whole shall be surrendered by the
Depositary to the Trustee, as Registrar. With regard to any Global Note to be
exchanged in part, either such Global Note shall be so surrendered for exchange
or, if the Trustee is acting as custodian for the Depositary or its nominee with
respect to such Global Note, the Principal Amount at Maturity thereof shall be
reduced, by an amount equal to the portion thereof to be so exchanged, by means
of an appropriate adjustment made on the records of the Trustee. Upon any such
surrender or adjustment, the Trustee shall authenticate and deliver the Note
issuable on such exchange to or upon the order of the Depositary or an
authorized representative thereof.

          (iii) Subject to the provisions of clause (v) below, the registered
Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the
Indenture or the Notes.

          (iv)  In the event of the occurrence of any of the events specified in
clause (i) above, the Company will promptly make available to the Trustee a
reasonable supply of Certificated Notes.

          (v)   Neither any members of, or participants in, the Depositary
(collectively, the "Agent Members") nor any other Persons on whose behalf Agent
Members may act shall have any rights under the Indenture with respect to any
Global Note registered in the name of the Depositary or any nominee thereof, or
under any such Global Note, and the Depositary or such nominee, as the case may
be, may be treated by the Company, the Trustee and any agent of the Company or
the Trustee as the absolute owner and holder of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, or impair, as between the
Depositary, its Agent Members and any other Person on whose behalf an Agent
Member may act, the operation of customary practices of such Persons governing
the exercise of the rights of a Holder of any Note.

                                       12
<PAGE>

                                   ARTICLE 3

                            CONTINGENT CASH INTEREST

     SECTION 301 Contingent Cash Interest. Commencing after June 5, 2006, the
Company shall make Contingent Cash Interest payments to the Holders of Notes, as
set forth in Section 302 below, during any six month period from June 6 to
December 5 and from December 6 to June 5 (each a "Semiannual Period") if, but
only if, the average LYONs Market Price of one Note for the five Trading Days in
the relevant Five-Trading-Day Measurement Period equals 120% or more of the
Relevant Value of such Note. During any Semiannual Period when Contingent Cash
Interest is payable pursuant to this section, each Contingent Cash Interest
payment due and payable on each $1,000 Principal Amount at Maturity of Note
shall be calculated for any quarterly period of the applicable Semiannual
Period, and in each instance shall equal the greater of (i) 0.0625% of the
average LYONs Market Price for the relevant Five-Trading Day Measurement Period
or (ii) the sum of all Regular Cash Dividends paid by the Company per share on
the Common Stock during the applicable quarter of such Semiannual Period
multiplied by the Conversion Rate. Contingent Cash Interest shall accrue as of
the 15th day preceding the last day of the relevant Semiannual Period.

     As used in this Article 3, "Five-Trading-Day Measurement Period" means the
five Trading Days ending on the third Trading Day immediately preceding the
first day of the applicable Semiannual Period; provided, however, that if the
Company declares a Common Stock dividend for which the record date for such
dividend (the "Common Stock Record Date") falls prior to the first day of the
next Semiannual Period, but the payment date for such dividend for the Common
Stock falls within such Semiannual Period, then, the "Five-Trading-Day
Measurement Period" shall mean the five Trading Days ending on the third Trading
Day immediately preceding such Common Stock Record Date. "Relevant Value" means
the sum of the Issue Price, the accrued Original Issue Discount and accrued
Contingent Additional Principal, if any, on such Note to the day of
determination. "LYONs Market Price" means, as of any date of determination, the
average of the secondary market bid quotations per $1,000 Principal Amount at
Maturity of Notes obtained by the Bid Solicitation Agent for $10 million
Principal Amount at Maturity of Notes at approximately 4:00 p.m., New York City
time, on such determination date from three independent nationally recognized
securities dealers (none of which shall be an Affiliate of the Company) selected
by the Company; provided, however, if (a) at least three such bids are not
obtained by the Bid Solicitation Agent or (b) in the Company's reasonable
judgment, the bid quotations are not indicative of the secondary market value of
the Notes as of such determination date, then the LYONs Market Price for such
determination date shall equal the product of (i) the Conversion Rate in effect
as of such determination date multiplied by (ii) the average Sale Price of the
Common Stock for the five Trading Days ending on such determination date,
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such Trading Days during such five Trading Day period
and ending on such determination date, of any event described in Section 406,
407 or 408 (subject to the conditions set forth in Sections 409 and 410).

     The Original Issue Discount of the Notes will continue to accrue whether or
not Contingent Cash Interest payments are made or any Contingent Additional
Principal accrues.

                                       13
<PAGE>

     SECTION 302 Payment of Contingent Cash Interest; Contingent Cash Interest
Rights Preserved. If payable, Contingent Cash Interest shall be paid on the last
day of such Semiannual Period (in each case, a "Contingent Cash Interest Payment
Date") or, if the Company pays a Regular Cash Dividend on the Common Stock
during a Semiannual Period, on the payment date for the related Common Stock
dividend. Contingent Cash Interest payments on any Note that are payable, and
are punctually paid or duly provided for, on any Contingent Cash Interest
Payment Date shall be paid to the Person who is the Holder of that Note on the
15th day preceding the last day of such Semiannual Period (the "Contingent Cash
Interest Record Date") or, if the Company pays regular cash dividends on the
Common Stock during one quarter within such Semiannual Period, the Common Stock
Record Date. Each payment of Contingent Cash Interest on any Note shall be paid
(A) if such Note is held in the form of a Global Note, in same-day funds by
transfer to an account maintained by the payee located inside the United States,
or (B) if such Note is held in the form of a Certificated Note, by check, mailed
to the address of such Holder as set forth in the Security Register. In the case
of a Global Note, interest payable on any Contingent Cash Interest Payment Date
will be paid to the Depositary for the purpose of permitting DTC to credit the
interest received by it in respect of such Global Note to the accounts of the
beneficial owners thereof. If the Company only pays a Regular Cash Dividend on
the Common Stock during one quarter within such Semiannual Period, the remaining
Contingent Cash Interest payments will accrue and be payable as of the 15th day
preceding the last day of such Semiannual Period.

     Upon determination that Holders of Notes will be entitled to receive
Contingent Cash Interest during a Semiannual Period, prior to the start of such
Semiannual Period, the Company will issue a press release and publish such
information on its website as soon as practicable.

     SECTION 303 Bid Solicitation Agent. The Bid Solicitation Agent shall
solicit bids from securities dealers which the Company indicates that it
believes are willing to bid for the Notes. The Company initially appoints the
Trustee to act as the Bid Solicitation Agent. The Company may change the Bid
Solicitation Agent at its discretion; provided, however, the Bid Solicitation
Agent may not be an Affiliate of the Company.

                                   ARTICLE 4

                                   CONVERSION

     SECTION 401 Conversion Privilege. A Holder of a Note may convert such Note
into shares of Common Stock at any time during the periods and subject to the
conditions stated in paragraph 9 in the Notes, subject to the provisions of this
Article 4. The number of shares of Common Stock issuable upon conversion of a
Note per $1,000 of Principal Amount at Maturity thereof (the "Conversion Rate")
shall be determined in accordance with the provisions of paragraph 9 in the
Notes.

     A Holder may convert a portion of the Principal Amount at Maturity of a
Note if the portion is $1,000 or an integral multiple of $1,000. Provisions of
this Indenture that apply to conversion of all of a Note also apply to
conversion of a portion of a Note.

                                       14
<PAGE>

     "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which Section 407 or 408 applies and (ii) the
time ("Ex-Dividend Time") immediately prior to the commencement of "ex-
dividend" trading for such rights, warrants or options or distribution on the
New York Stock Exchange or such other national or regional exchange or market on
which the Common Stock is then listed or quoted.

     SECTION 402 Conversion Procedure. To convert a Note, a Holder must satisfy
the requirements in paragraph 9 in the Notes. The date on which the Holder
satisfies all those requirements is the conversion date (the "Conversion Date").
As soon as practicable after the Conversion Date, the Company shall deliver to
the Holder, through the Conversion Agent, a certificate for the number of full
shares of Common Stock issuable upon the conversion and cash in lieu of any
fractional share determined pursuant to Section 403. The Company shall determine
such full number of shares and the amounts of the required cash with respect to
any fractional share, and shall set forth such information in an Officer's
certificate delivered to the Conversion Agent. The Conversion Agent shall have
no duties under this paragraph unless and until it has received such
certificate.

     The Person in whose name the certificate is registered shall be treated as
a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Note on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the Person or Persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the Person or Persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Note shall have been surrendered for conversion,
as if the stock transfer books of the Company had not been closed. Upon
conversion of a Note, such Person shall no longer be a Holder of such Note.

     Holders may surrender a Note for conversion by means of book-entry delivery
in accordance with paragraph 9 in the Notes and the regulations of the
applicable book entry facility.

     No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 4. On conversion of a Note, that portion of accrued Tax Original Issue
Discount, accrued Original Issue Discount and accrued Contingent Additional
Principal, if any, attributable to the period from the Issue Date of the Note
through the Conversion Date and (except as provided below) accrued Contingent
Cash Interest, if any, with respect to the converted Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares) in exchange for the Note
being converted pursuant to the provisions hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for accrued Tax Original Issue Discount, accrued Original Issue
Discount and accrued Contingent Additional Principal, if any, through the
Conversion Date and accrued Contingent Cash Interest, and the balance, if any,

                                       15
<PAGE>

of such fair market value of such Common Stock (and any such cash payment) shall
be treated as issued in exchange for the Issue Price of the Note being converted
pursuant to the provisions hereof.

     If the Holder converts more than one Note at the same time, the number of
shares of Common Stock issuable upon the conversion shall be based on the total
Principal Amount at Maturity of the Notes converted.

     A Note surrendered for conversion based on (a) the Common Stock price may
be surrendered for conversion until the close of business on the Business Day
immediately preceding June 5, 2031, (b) a credit downgrade may be surrendered
for conversion until the close of business on any Business Day during the period
of the continuance of the credit downgrade as more fully described in paragraph
9 in the Note, (c) the Note being called for redemption may be surrendered for
conversion at any time prior to the close of business on the second Business Day
immediately preceding the Redemption Date, even if it is not otherwise
convertible at such time, and (d) upon the occurrence of certain corporate
transactions more fully described in paragraph 9 in the Note may be surrendered
for conversion at any time from and after the date which is 15 days prior to the
anticipated effective date of such transaction until 15 days after the actual
date of such transaction, and if such day is not a Business Day, the next
occurring Business Day following such day.

     Upon surrender of a Note that is converted in part, the Company shall
execute, and the Trustee shall authenticate and deliver to the Holder, a new
Note in an authorized denomination equal in Principal Amount at Maturity to the
unconverted portion of the Note surrendered.

     SECTION 403 Fractional Shares. The Company will not issue a fractional
share of Common Stock upon conversion of a Note. Instead, the Company will
deliver cash for the current market value of the fractional share. The current
market value of a fractional share shall be determined, to the nearest 1/1,000th
of a share, by multiplying the per share Sale Price of the Common Stock, on the
last Trading Day prior to the Conversion Date, by the fractional amount and
rounding the product to the nearest whole cent.

     SECTION 404 Taxes on Conversion. If a Holder converts a Note, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on the
issue of shares of Common Stock upon the conversion. However, the Holder shall
pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude the
Company from any tax withholding or directing the withholding of any tax
required by law or regulations.

     SECTION 405 Company to Provide Stock. The Company shall, prior to issuance
of any Notes under this Article 4, and from time to time as may be necessary,
reserve out of its authorized but unissued Common Stock a sufficient number of
shares of Common Stock to permit the conversion of the Notes.

                                       16
<PAGE>

          All shares of Common Stock delivered upon conversion of the Notes
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim created by the Company.

          The Company will endeavor promptly to comply with all federal and
state securities laws regulating the offer and delivery of shares of Common
Stock upon conversion of Notes, if any, and will list or cause to have quoted
such shares of Common Stock on each national securities exchange or in the over-
the-counter market or such other market on which the Common Stock is then listed
or quoted.

     SECTION 406 Adjustment for Change in Capital Stock. If, after the Issue
Date of the Notes, the Company:

     (a) pays a dividend or makes a distribution on its Common Stock in shares
of its Common Stock;

     (b) pays a dividend or makes a distribution on its Common Stock in shares
of its Capital Stock other than shares of its Common Stock;

     (c) subdivides its outstanding shares of Common Stock into a greater number
of shares;

     (d) combines its outstanding shares of Common Stock into a smaller number
of shares;

     (e) issues by reclassification of its Common Stock any shares of its
Capital Stock (other than rights, warrants or options for its Capital Stock);

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Note thereafter
converted may receive the number of shares or other units of Capital Stock of
the Company which such Holder would have owned immediately following such action
if such Holder had converted the Note immediately prior to such action.

     The adjustment shall become effective immediately after the record date in
the case of a dividend or distribution and immediately after the effective date
in the case of a subdivision, combination or reclassification.

     SECTION 407 Adjustment for Rights Issue. Except as set forth in Section
419, if after the Issue Date, the Company distributes any rights, warrants or
options to all holders of its Common Stock entitling them, for a period expiring
within 60 days after the record date for such distribution, to purchase shares
of Common Stock at a price per share less than the Sale Price of the Common
Stock as of the Time of Determination, the Conversion Rate shall be adjusted in
accordance with the formula:

                                 R'          R (O + N)
                                      ----------------------
                                         (O + [(N x P)/M)]

                                       17
<PAGE>

     where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     O  =  the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section 407 is being applied.

     N  = the number of additional shares of Common Stock offered pursuant to
the distribution.

     P  = the offering price per share of the additional shares.

     M  = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 406(b) applies or (ii) a distribution to which Section 408
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 407 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 407 applies, the fair
market value (on the record date for the distribution to which this Section 407
applies) of:

          (i) the Capital Stock of the Company distributed in respect of each
     share of Common Stock in such Section 406(b) distribution; and

          (ii) the assets of the Company or debt securities or any rights,
     warrants or options to purchase securities of the Company distributed in
     respect of each share of Common Stock in such Section 408 distribution.

          The Board of Directors shall determine fair market values for the
purposes of this Section 407.

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 407 applies.  If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

          No adjustment shall be made under this Section 407 if the application
of the formula stated above in this Section 407 would result in a value of R'
that is equal to or less than the value of R.

          SECTION 408  Adjustment for Other Distributions.(a) Subject to
408(b), if, after the Issue Date of the Notes, the Company distributes to all
holders of its Common Stock any of its assets excluding distributions of Capital
Stock or debt securities or any rights, warrants or options to purchase

                                       18
<PAGE>

securities of the Company (including securities or cash, but excluding (x)
distributions of Capital Stock referred to in Section 406 and distributions of
rights, warrants or options referred to in Section 407 and (y) cash dividends or
other cash distributions that are paid out of consolidated current net earnings
or earnings retained in the business as shown on the books of the Company unless
such cash dividends or other cash distributions are Extraordinary Cash
Dividends) the Conversion Rate shall be adjusted, in accordance with the
formula:

                      R'  =   R x M
                           ----------
                              M - F
where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     M  = the Average Sale Price, minus, in the case of a distribution to which
Section 406(b) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 408 applies and (ii)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 408 applies, the fair
market value (on the record date for the distribution to which this Section 408
applies) of any Capital Stock of the Company distributed in respect of each
share of Common Stock in such Section 406(b) distribution.

     F  = the fair market value (on the record date for the distribution to
which this Section 408 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 408 is being applied (including, in the case
of cash dividends or other cash distributions giving rise to an adjustment, all
such cash distributed concurrently).

          The Board of Directors shall determine fair market values for the
purposes of this Section 408.

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
to which this Section 408 applies.

          For purposes of this Section 408, the term "Extraordinary Cash
Dividend" shall mean any cash dividend or distribution with respect to the
Common Stock the amount of which, together with the aggregate amount of cash
dividends on the Common Stock to be aggregated with such cash dividend in
accordance with the provisions of this paragraph, equals or exceeds the
threshold percentage set forth in item (i) below.  For purposes of item (i)
below, the "Ex-Dividend Measurement Period" with respect to a cash dividend on
the Common Stock shall mean the 365 consecutive day period ending on the date
prior to the Ex-Dividend Time with respect to such cash dividend, and the
"Relevant Cash Dividends" with respect to a cash dividend on the Common Stock
shall mean the cash dividends on the Common Stock with Ex-Dividend Times
occurring in the Measurement Period.

                                       19
<PAGE>

          (i) If, upon the date prior to the Ex-Dividend Time with respect to a
          cash dividend on the Common Stock, the aggregate amount of such cash
          dividend together with the amounts of all Relevant Cash Dividends
          equals or exceeds on a per share basis the sum of (a) 5% of the Sale
          Price of the Common Stock on the last Trading Day preceding the date
          of declaration by the Board of Directors of the cash dividend or
          distribution with respect to which this provision is being applied,
          and (b) the quotient of the amount of any Contingent Cash Interest
          paid on a Note during the Ex-Dividend Measurement Period and divided
          by the conversion rate in effect on the payment date of such relevant
          Contingent Cash Interest Payment Date, then such cash dividend
          together with all Relevant Cash Dividends, shall be deemed to be an
          Extraordinary Cash Dividend and for purposes of applying the formula
          set forth above in this Section 408, the value of "F" shall be equal
          to (y) the aggregate amount of such cash dividend together with the
          amount of all Relevant Cash Dividends, minus (z) the aggregate amount
          of all Relevant Cash Dividends for which a prior adjustment in the
          Conversion Rate was previously made under this Section 408.

          In making the determinations required by item (i) above, the amount of
          cash dividends paid on a per share basis and the amount of any
          Relevant Cash Dividends specified in item (i) above, shall be
          appropriately adjusted to reflect the occurrence during such period of
          any event described in Section 406.

          (b) If, after the Issue Date, the Company pays a dividend or makes a
distribution to all holders of its Common Stock consisting of Capital Stock of
any class or series, or similar equity interests, of or relating to a Subsidiary
or other business unit of the Company, the Conversion Rate shall be adjusted in
accordance with the formula:

               R'  =  R x (1 + F/M)

where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     M  = the average of the Sale Prices of the Common Stock for the ten (10)
Trading Days commencing on and including the fifth Trading Day after the date on
which "ex-dividend trading" commences for such dividend or distribution on The
New York Stock Exchange or such other national or regional exchange or market
which such securities are then listed or quoted (the "Ex-Dividend Date").

     F  = the fair market value of the securities distributed in respect of each
share of Common Stock for which this Section 408(a) applies shall mean the
number of securities distributed in respect of each share of Common Stock
multiplied by the average of the Sale Prices of those securities distributed for
the ten (10) Trading Days commencing on and including the fifth Trading Day
after the effectiveness of the Ex-Dividend Date.

                                       20
<PAGE>

     SECTION 409 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment and all adjustments that are made and carried forward shall be taken
in the aggregate in order to determine if the 1% threshold is met.

     All calculations under this Article 4 shall be made to the nearest cent or
to the nearest 1/1,000th of a share, as the case may be.

     SECTION 410 When No Adjustment Required. No adjustment need be made for a
transaction referred to in Section 406, 407, 408 or 414 if Noteholders are to
participate in the transaction on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of the basis and notice
on which holders of Common Stock participate in the transaction. Such
participation by Noteholders may include participation upon conversion provided
that an adjustment shall be made at such time as the Noteholders are no longer
entitled to participate.

     No adjustment need be made for rights to purchase Common Stock pursuant to
a Company plan for reinvestment of dividends or interest.

     No adjustment need be made for a change in the par value or no par value of
the Common Stock.

     To the extent the Notes become convertible pursuant to this Article 4 into
cash, no adjustment need be made thereafter as to the cash. Interest will not
accrue on the cash.

     Notwithstanding any provision to the contrary in this Indenture, no
adjustment shall be made in the Conversion Rate to the extent, but only to the
extent, such adjustment results in the following quotient being less than the
par value of the Common Stock: (i) the Issue Price plus accrued Original Issue
Discount and Contingent Additional Principal, if any, as of the date such
adjustment would otherwise be effective divided by (ii) the Conversion Rate as
so adjusted.

     No adjustment will be made pursuant to this Section 4 that would result,
through the application of two or more provisions hereof, in the duplication of
any adjustment.

     SECTION 411 Notice of Adjustment. Whenever the Conversion Rate is adjusted,
the Company shall promptly mail to Noteholders a notice of the adjustment. The
Company shall file with the Trustee and the Conversion Agent such notice and a
certificate from the Company's independent public accountants briefly stating
the facts requiring the adjustment and the manner of computing it. Upon receipt
by it of such notice, the Conversion Agent will promptly mail such notice to
Noteholders at the Company's expense. The certificate shall be conclusive
evidence that the adjustment is correct. Neither the Trustee nor any Conversion
Agent shall be under any duty or responsibility with respect to any such
certificate except to exhibit the same to any Holder desiring inspection
thereof.

     SECTION 412 Voluntary Increase. The Company from time to time may increase
the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Noteholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company

                                       21
<PAGE>

shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

     A voluntary increase of the Conversion Rate does not change or adjust the
Conversion Rate otherwise in effect for purposes of Section 406, 407 or 408.

SECTION 413    Notice of Certain Transactions.  If:

     (a) the Company takes any action that would require an adjustment in the
Conversion Rate pursuant to Section 406, 407 or 408 (unless no adjustment is to
occur pursuant to Section 410); or

     (b) the Company takes any action that would require a supplemental
indenture pursuant to Section 414; or

     (c) there is a liquidation or dissolution of the Company;

then the Company shall mail to Noteholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution.  The Company shall file and mail the notice at least
15 days before such date.  Failure to file or mail the notice or any defect in
it shall not affect the validity of the transaction.

     SECTION 414 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 801 of the Original
Indenture (other than a sale of all or substantially all of the assets of the
Company in a transaction in which the holders of Common Stock immediately prior
to such transaction do not receive securities, cash, property or other assets of
the Company or any other Person) or a merger or binding share exchange which
reclassifies or changes its outstanding Common Stock, the Person obligated to
deliver securities, cash or other assets upon conversion of Notes shall enter
into a supplemental indenture. If the issuer of securities deliverable upon
conversion of Notes is an Affiliate of the successor Company, that issuer shall
join in the supplemental indenture.

     The supplemental indenture shall provide that the Holder of a Note may
convert it into the kind and amount of securities, cash or other assets which
such Holder would have received immediately after the consolidation, merger,
binding share exchange or transfer if such Holder had converted the Note
immediately before the effective date of the transaction, assuming (to the
extent applicable) that such Holder (i) was not a constituent Person or an
Affiliate of a constituent Person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of non-
electing Holders. The supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
for in this Article 4. The successor Company shall mail to Noteholders a notice
briefly describing the supplemental indenture.

     If this Section applies, neither Section 406 nor 407 applies.

                                       22
<PAGE>

     If the Company makes a distribution to all holders of its Common Stock of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that would otherwise result in an adjustment
in the Conversion Rate pursuant to the provisions of Section 408, then, from and
after the record date for determining the holders of Common Stock entitled to
receive the distribution, a Holder of a Note that converts such Note in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Stock into which the
Note is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Note immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

     SECTION 415 Company Determination Final. Any determination that the Company
or the Board of Directors must make pursuant to Section 403, 406, 407, 408, 409,
410, 414 or 417 is conclusive.

     SECTION 416 Trustee's Adjustment Disclaimer. The Trustee has no duty to
determine when an adjustment under this Article 4 should be made, how it should
be made or what it should be. The Trustee has no duty to determine whether a
supplemental indenture under Section 414 need be entered into or whether any
provisions of any supplemental indenture are correct. The Trustee shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes. The Trustee shall not be
responsible for the Company's failure to comply with this Article 4. Each
Conversion Agent (other than the Company or an Affiliate of the Company) shall
have the same protection under this Section 416 as the Trustee.

     SECTION 417 Simultaneous Adjustments. In the event that this Article 4
requires adjustments to the Conversion Rate under more than one of Sections 406,
407 or 408, and the record dates for the distributions giving rise to such
adjustments shall occur on the same date, then such adjustments shall be made by
applying, first, the provisions of Section 406, second, the provisions of
Section 408 and, third, the provisions of Section 407.

     SECTION 418 Successive Adjustments. After an adjustment to the Conversion
Rate under this Article 4, any subsequent event requiring an adjustment under
this Article 4 shall cause an adjustment to the Conversion Rate as so adjusted.

     SECTION 419 Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Notes pursuant
to this Article 4 shall be entitled to receive the appropriate number of rights
("Rights"), if any, and the certificates representing the Common Stock issued
upon such conversion shall bear such legends, if any, in each case as may be
provided by the terms of any shareholder rights agreement adopted by the
Company, as the same may be amended from time to time (in each case, a "Rights
Agreement"). Provided that such Rights Agreement requires that each share of
Common Stock issued upon conversion of Notes at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, notwithstanding anything else to the contrary in this
Article 4, there shall not be any adjustment to the conversion privilege or

                                       23
<PAGE>

Conversion Rate as a result of the issuance of Rights, the distribution of
separate certificates representing the Rights, the exercise or redemption of
such Rights in accordance with any such Rights Agreement, or the termination or
invalidation of such Rights.

                                   ARTICLE 5

                      PAYMENT OF CONTINGENT CASH INTEREST

     SECTION 501 Contingent Cash Interest Payments. If applicable, Contingent
Cash Interest on any Note that is payable, and is punctually paid or duly
provided for, on any Contingent Cash Interest Payment Date shall be paid to the
person in whose name that Note is registered on the Record Date or the
Contingent Cash Interest Record Date, as applicable, at the office or agency of
the Company maintained for such purpose. Each payment of Contingent Cash
Interest on any Note shall be paid (A) if such Note is held in the form of a
Global Note, in same-day funds by transfer to an account maintained by the payee
located inside the United States, or (B) if such Note is held in the form of a
Certificated Note, by check, mailed to the address of such Holder as set forth
in the Security Register. In the case of a Global Note, Contingent Cash Interest
payable on any applicable payment date will be paid to the Depositary, with
respect to that portion of such Global Note held for its account by Cede & Co.
for the purpose of permitting such party to credit the interest received by it
in respect of such Global Note to the accounts of the beneficial owners thereof.

     SECTION 502 Defaulted Interest. Any Contingent Cash Interest on any Note
that is payable, but is not punctually paid or duly provided for, within 30 days
following any Contingent Cash Interest Payment Date (herein called "Defaulted
Interest", which term shall include any accrued and unpaid interest that has
accrued on such defaulted amount in accordance with paragraph 1 in the Notes),
shall forthwith cease to be payable to the registered Holder thereof on the
relevant Record Date or Contingent Cash Interest Record Date, as applicable, by
virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company at its election in each case, as provided in clause (a) or (b)
below:

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the 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 proposed to be paid on each Note and the
date of the proposed payment (which shall not be less than 20 days after such
notice is received by the Trustee), and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit on or prior to the
date of the proposed payment, such money when deposited to be held in trust for
the benefit of the persons entitled to such Defaulted Interest as in this clause
provided. Thereupon the Trustee shall fix a special record date (the "Special
Record Date") for the payment of such Defaulted Interest which shall be not more
than 15 days and not less than ten (10) days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Notes at his address as it appears on the list of Noteholders maintained
pursuant to Section 305 of the Original Indenture, as amended by Article 7 of
this Supplemental Indenture, not less than 10 days prior to such Special Record
Date. The Trustee may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in The Wall Street

                                       24
<PAGE>

Journal, but such publications shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor having been mailed
as aforesaid, such Defaulted Interest shall be paid to the persons in whose
names the Notes are registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the following clause (b).

     (b) The Company may make payment of any Defaulted Interest on the Notes in
any lawful manner not inconsistent with the requirements of any securities
exchange on which such Notes may be listed, and upon such notice as may be
required by such exchange, 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 503 Interest Rights Preserved. Subject to Sections 205 and 208,
the foregoing provisions of this Article 5 and Section 305 of the Original
Indenture, as amended by Article 7 of this Supplemental Indenture, each Note
delivered under this Supplemental Indenture upon registration of transfer of or
in exchange for or in lieu of any other Note shall carry the rights to
Contingent Additional Principal and Contingent Cash Interest accrued and unpaid,
which were carried by such other Note.

                                   ARTICLE 6

                         CONTINGENT ADDITIONAL PRINCIPAL

     SECTION 601 Contingent Additional Principal. On June 5, 2002 and June 5,
2004, if the Sale Price of the Common Stock is at or below the Threshold Price
(as set forth in the first column under the schedule below) for at least 20
Trading Days during the Thirty-Trading-Day Measurement Period prior to that
date, Contingent Additional Principal on the Notes shall accrue commencing on
such date at a rate of either 0.50% or 1.00% per year, computed on a semiannual
bond equivalent basis, on the sum of the Issue Price plus accrued Original Issue
Discount to such date for a period of two years, in accordance with the schedule
set forth below:

<TABLE>
<CAPTION>
                                                     June 5, 2002
------------------------------------------------------------------------------------------------------------------
        Common Stock Threshold Price
 (expressed as a percentage of the Accreted            Contingent
       Conversion Price of the Notes)             Additional Principal              Adjusted Yield
-------------------------------------------       --------------------              --------------
<S>                                           <C>                            <C>
        Equal to or less than 74% and                    .50%                             4.75%
              greater than 72%


          Equal to or less than 72%                     1.00%                             5.25%
</TABLE>

                                       25
<PAGE>

<TABLE>
<CAPTION>
                                                     June 5, 2004
------------------------------------------------------------------------------------------------------------------
        Common Stock Threshold Price
 (expressed as a percentage of the Accreted            Contingent
       Conversion Price of the Notes)             Additional Principal              Adjusted Yield
-------------------------------------------       --------------------              --------------
<S>                                           <C>                            <C>
       Equal to or less than 78% and                       .50%                          4.75%
              greater than 76%
        Equal to or less than 76%                         1.00%                          5.25%
</TABLE>

     As used in this Article 6, "Thirty-Trading-Day Measurement Period" means
the 30 consecutive Trading Days ending three Trading Days prior to June 5, 2002
and June 5, 2004, as the case may be.

     No Contingent Additional Principal will accrue after June 5, 2006.

     SECTION 602 Payment of Contingent Additional Principal. If payable, the
Contingent Additional Principal shall be paid on the Stated Maturity of the
Notes. Contingent additional principal shall be calculated on a semiannual bond
equivalent basis, using a 360-day year consisting of twelve 30- day months.

     SECTION 603 Notice. In the event that any Contingent Additional Principal
accrues on the Notes, the Company shall issue a press release to that effect. In
addition, the Company shall publish such information on its website or through
such other comparable public medium as may be widely in use at that time. The
Company shall also notify the Trustee annually in writing, at such time that the
Company files with the Trustee its annual reports or other information or
documents pursuant to Section 704 of the Original Indenture, of any accrual of
Contingent Additional Principal and the resulting increase in the Principal
Amount at Maturity per Note. Following its receipt of such notice, the Trustee
shall provide such information to DTC for dissemination to the participants of
DTC.

                                   ARTICLE 7

                        AMENDMENT OF CERTAIN PROVISIONS
                           OF THE ORIGINAL INDENTURE

     SECTION 701 Amendments Relating to the Notes. The Original Indenture is
hereby amended, solely with respect to the Notes (and not with respect to any
other series of Securities that may be issued under the Original Indenture), as
follows:

     (a) Sections 202, 203, 204, 205 and 207 of the Original Indenture are
hereby deleted in their entirety.

     (b) Sections 304, 305 and 306 of the Original Indenture are hereby amended
by replacing the words therein "principal amount" with "Principal Amount at
Maturity," and the second paragraph of Section 307 of the Original Indenture is
hereby deleted in its entirety.

                                       26
<PAGE>

     (c) Article Four of the Original Indenture is hereby amended by replacing
it in its entirety with the following:

                                  ARTICLE FOUR


                             DISCHARGE OF INDENTURE

     SECTION 401. Discharge of Liability on Notes. When (i) the Company delivers
to the Trustee all outstanding Notes (other than Notes replaced pursuant to
Section 306 of the Original Indenture, as amended by Article 7 of the
Supplemental Indenture) for cancellation or (ii) all outstanding Notes have
become due and payable and the Company deposits with the Trustee cash or, if
expressly permitted by the terms of the Notes, Common Stock sufficient to pay
all amounts due and owing on all outstanding Notes (other than Notes replaced
pursuant to Section 306 of the Original Indenture, as amended by Article 7 of
the Supplemental Indenture), and if in either case the Company pays all other
sums payable hereunder by the Company, then the Original Indenture and the
Supplemental Indenture shall, subject to Section 607 of the Original Indenture,
cease to be of further effect with respect to the Notes. The Trustee shall join
in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of the Original Indenture and this Supplemental
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

     SECTION 402. Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Notes that remains
unclaimed for two years, subject to applicable unclaimed property law. After
such return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Noteholders with respect to such
money or securities for that period commencing after the return thereof.

          (d) Article Five of the Original Indenture is hereby amended by
     replacing it in its entirety with the following:

                                  ARTICLE FIVE

                                    REMEDIES
                                    --------

          SECTION 501. Events of Default. An "Event of Default" means any one of
     the following events:

          (a) a default in the payment of the Principal Amount at Maturity,
     Redemption Price, Purchase Price or Change in Control Purchase Price or
     Contingent Additional Principal, if any, on any Note when the same becomes
     due and payable pursuant to the terms hereof;

                                       27
<PAGE>

          (b) a default in the payment of any Contingent Cash Interest when the
     same becomes due and payable pursuant to the terms of Article 3 of the
     Supplemental Indenture, which default continues for a period of 30 days;

          (c) the failure of the Company to comply with any of its agreements in
     the Notes or this Supplemental Indenture (other than those referred to in
     clauses (a) or (b) above) upon the receipt of notice of such default from
     the Trustee or from Holders of not less than 25% in aggregate Principal
     Amount at Maturity of the Notes then outstanding and such failure (or the
     failure to obtain a waiver thereof) continues for 60 days after receipt by
     the Company of a Notice of Default;

          (d) (i) The failure of the Company or any Subsidiary to make any
     payment by the end of any applicable grace period after maturity of
     indebtedness, which terms as used in this Supplemental Indenture means
     obligations (other than nonrecourse obligations) of the Company for
     borrowed money or evidenced by bonds, debentures, notes or similar
     instruments in an aggregate principal amount in excess of $20,000,000 and
     continuance of such failure, or (ii) the acceleration of indebtedness
     because of a default with respect to such indebtedness without such
     indebtedness having been discharged or such acceleration having been cured,
     waived, rescinded or annulled in case of (i) above, for a period of 10 days
     after written notice 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 at Maturity of the Notes then outstanding; however, if any such
     failure or acceleration referred to in (i) or (ii) above shall cease or be
     cured, waived, rescinded or annulled, then the event of default by reason
     thereof shall be deemed not to have occurred;

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

               (i) commences a voluntary case or proceeding;

               (ii) consents to the entry of an order for relief against it in
          an involuntary case or proceeding or the commencement of any case
          against it;

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

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

               (v) files a petition in bankruptcy or answer or consent seeking
          reorganization or relief; or

               (vi) consents to the filing of such petition or the appointment
          of or taking possession by a Custodian; or

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

                                       28
<PAGE>

               (i) is for relief against the Company in an involuntary case or
          proceeding, or adjudicates the Company insolvent or bankrupt;

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

               (iii)  orders the winding up or liquidation of the Company and
          the order or decree remains unstayed and in effect for 60 days.

     "Bankruptcy Law" means Title 11, United States Code, or any similar federal
or state law for the relief of debtors.

     "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

     Notwithstanding anything herein to the contrary, a default is not an Event
of Default until the Trustee notifies the Company or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Notes at the time outstanding
of the default and the Company does not cure such default (and such default is
not waived) within the time specified in clause (b) or clause (c) above after
actual receipt of such notice. Any such notice must specify the default, demand
that it be remedied and state that such notice is a "Notice of Default".

     The Company shall deliver to the Trustee, within five (5) days after it
becomes aware of the occurrence thereof, written notice of any Event of Default
and any event which with the giving of notice or the lapse of time, or both,
would become an Event of Default under clause (b) or clause (c) above, its
status and what action the Company is taking or proposes to take with respect
thereto.

     SECTION 502. Acceleration. If an Event of Default (other than an Event of
Default specified in Section 501(e) or (f) of the Original Indenture, as amended
by Article 7 of the Supplemental Indenture) occurs and is continuing, the
Trustee by Notice to the Company or the Holders of at least 25% in aggregate
Principal Amount at Maturity of the Notes at the time outstanding by notice to
the Company and the Trustee, may declare the Issue Price plus accrued Original
Issue Discount through the date of such declaration, and any accrued and unpaid
Contingent Cash Interest and any accrued Contingent Additional Principal through
the date of such declaration, on all the Notes to be immediately due and
payable. Upon such a declaration, such Issue Price plus accrued Original Issue
Discount, such accrued and unpaid Contingent Cash Interest, if any, and accrued
Contingent Additional Principal, if any, shall be due and payable immediately.
If an Event of Default specified in Section 501(e) or (f) of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture, occurs and is
continuing, the Issue Price plus accrued Original Issue Discount, and any
accrued and unpaid Contingent Cash Interest and any accrued Contingent
Additional Principal, on all the Notes to the date of the occurrence of such
Event of Default shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Noteholders. The
Holders of a majority in aggregate Principal Amount at Maturity of the Notes at


                                       29
<PAGE>

the time outstanding, by notice to the Trustee (and without notice to any other
Noteholder) may rescind an acceleration and its consequences if the rescission
would not conflict with any judgment or decree and if all existing Events of
Default have been cured or waived except nonpayment of the Issue Price plus
accrued Original Issue Discount and Contingent Additional Principal and any
accrued and unpaid Contingent Cash Interest that have become due solely as a
result of acceleration and if all amounts due to the Trustee under Section 607
of the Original Indenture have been paid.  No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

     SECTION 503. Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price, accrued Original Issue Discount, Contingent Cash Interest,
if any, and Contingent Additional Principal, if any, on the Notes or to enforce
the performance of any provision of the Notes or the Original Indenture.

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

     SECTION 504. Waiver of Past Defaults. Subject to Section 502 of the
Original Indenture, as amended by Article 7 of the Supplemental Indenture, the
Holders of a majority in aggregate Principal Amount at Maturity of the Notes at
the time outstanding, by notice to the Trustee (and without notice to any other
Noteholder), may waive an existing Default and its consequences except (a) an
Event of Default described in Section 501(a) of the Original Indenture, as
amended by Article 7 of the Supplemental Indenture, (b) a Default in respect of
a provision that under Section 902 of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, cannot be amended without the consent
of each Noteholder affected or (c) a Default which constitutes a failure to
convert any Note in accordance with the terms of Article 4 of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture. When a Default
is waived, it is deemed cured, but no such waiver shall extend to any subsequent
or other Default or impair any consequent right. This Section 504 shall be in
lieu of Section 316(a)1(B) of the Trust Indenture Act and such Section
316(a)1(B) is hereby expressly excluded from the Original Indenture, as
permitted by the Trust Indenture Act.

     SECTION 505. Control by Majority. The Holders of a majority in aggregate
Principal Amount at Maturity of the Notes at the time outstanding may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Noteholders or would involve the Trustee in
personal liability unless the Trustee is offered indemnity satisfactory to it.
This Section 505 shall be in lieu of Section 316(a)1(A) of the Trust Indenture
Act and such Section 316(a)1(A) is hereby expressly excluded from this
Indenture, as permitted by the Trust Indenture Act.

     SECTION 506. Limitation on Suits. A Noteholder may not pursue any remedy
with respect to this Indenture or the Notes unless:

                                       30
<PAGE>

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

          (b) the Holders of at least 25% in aggregate Principal Amount at
     Maturity of the Notes at the time outstanding make a written request to the
     Trustee to pursue the remedy;

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

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

          (e) the Holders of a majority in aggregate Principal Amount at
     Maturity of the Notes at the time outstanding do not give the Trustee a
     direction inconsistent with the request during such 60-day period.

          A Noteholder may not use this Indenture to prejudice the rights of any
other Noteholder or to obtain a preference or priority over any other
Noteholder.

          SECTION 507.  Rights of Holders to Receive Payment.  Notwithstanding
any other provision of this Indenture, the right of any Noteholder to receive
payment of the Principal Amount at Maturity, Contingent Additional Principal, if
any, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price or Contingent Cash Interest, if
any, in respect of the Notes held by such Noteholder, on or after the respective
due dates expressed in the Notes or any Redemption Date, and to convert the
Notes in accordance with Article 4 of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, or to bring suit for the enforcement of
any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such
Noteholder.

          SECTION 508.  Collection Suit by Trustee.  If an Event of Default
described in Section 501(a) or (b) of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, occurs and is continuing, the Trustee
may recover judgment in its own name and as trustee of an express trust against
the Company for the whole amount owing with respect to the Notes and the amounts
provided for in Section 607 of the Original Indenture.

          SECTION 509.  Trustee May File Proofs of Claim.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Notes or the
property of the Company or of such other obligor or its creditors, the Trustee
(irrespective of whether the Principal Amount at Maturity, Contingent Additional
Principal, if any, Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price or Contingent Cash
Interest, if any, in respect 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 on the Company for the payment of any such
amount) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                                       31
<PAGE>

          (a) to file and prove a claim for the whole amount of the Principal
     Amount at Maturity, Contingent Additional Principal, if any, Issue Price
     plus accrued Original Issue Discount, Redemption Price, Purchase Price,
     Change in Control Purchase Price or Contingent Cash Interest, if any, and
     to file such other papers or documents as may be necessary or advisable in
     order to have the claims of the Trustee (including any claim for the
     reasonable compensation, expenses, disbursements and advances of the
     Trustee, its agents and counsel or any other amounts due the Trustee under
     Section 607 of the Original Indenture) and of the Noteholders allowed in
     such judicial proceeding, and

          (b) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Noteholder 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 the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607 of the
Original Indenture.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Noteholder thereof, or to authorize the Trustee to vote in
respect of the claim of any Noteholder in any such proceeding.

          SECTION 510.  Priorities.  If the Trustee collects any money pursuant
to this Article 5, it shall pay out the money in the following order:

          FIRST:  to the Trustee for amounts due under Section 607 of the
          Original Indenture;

          SECOND:  to Noteholders for amounts due and unpaid on the Notes for
          the Principal Amount at Maturity, Contingent Additional Principal, if
          any, Issue Price plus accrued Original Issue Discount, Redemption
          Price, Purchase Price, Change in Control Purchase Price or Contingent
          Cash Interest, if any, as the case may be, ratably, without preference
          or priority of any kind, according to such amounts due and payable on
          the Notes; and

          THIRD:  the balance, if any, to the Company.

          The Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 510.  At least 15 days before such record
date, the Trustee shall mail to each Noteholder and the Company a notice that
states the record date, the payment date and the amount to be paid.

          SECTION 511.  Undertaking for Costs.  In any suit for the enforcement
of any right or remedy under the Original Indenture or in any suit against the
Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant (other than the Trustee)

                                       32
<PAGE>

in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant.
This Section 511 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 507 of the Original Indenture, as amended by Article 7 of
the Supplemental Indenture, or a suit by Holders of more than 10% in aggregate
Principal Amount at Maturity of the Notes at the time outstanding.  This Section
511 shall be in lieu of Section 315(e) of the Trust Indenture Act and such
Section 315(e) is hereby expressly excluded from the Original Indenture, as
permitted by the Trust Indenture Act.

          SECTION 512.  Waiver of Stay, Extension or Usury Laws.  The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other similar
law wherever enacted, now or at any time hereafter in force, which would
prohibit or forgive the Company from paying all or any portion of the Principal
Amount at Maturity, Contingent Additional Principal, if any, Issue Price plus
accrued Original Issue Discount, Redemption Price, Purchase Price, Change in
Control Purchase Price or Contingent Cash Interest, if any, delivering Common
Stock upon a conversion pursuant to Article 4 or paying the cash equivalent
thereof, in respect of Notes, or any interest on such amounts, as contemplated
herein, or which may affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted."

          (e) (i) Section 901(3) of the Original  Indenture is hereby amended by
     deleting the words  therein "of principal of, any premium or interest on or
     any  Additional  Amounts."

          (ii) Section 902 of the Original Indenture is hereby supplemented with
     the following:

          "SECTION 902.  Modification of Indenture with Consent of Holders of
Notes.  With the written consent of the Holders of at least a majority in
aggregate Principal Amount at Maturity of the Notes at the time outstanding, the
Company and the Trustee may amend the Original Indenture, the Supplemental
Indenture or the Notes.  However, without the consent of each Noteholder
affected, an amendment to the Original Indenture, the Supplemental Indenture or
the Notes may not:

          (a) reduce the percentage in Principal Amount at Maturity of Notes
whose Holders must consent to an amendment;

          (b) make any change in the manner or rate of accrual of Original Issue
Discount, Contingent Cash Interest or Contingent Additional Principal, reduce
the rate of Contingent Cash Interest referred to in paragraph 1 in the Notes or
extend the time for payment of Original Issue Discount, Contingent Cash Interest
or Contingent Additional Principal on any Note;

                                       33
<PAGE>

          (c) reduce the Principal Amount at Maturity, accrued Original Issue
Discount, Contingent Additional Principal, if any, with respect to any Note, of
or extend the Stated Maturity of any Note;

          (d) reduce the Redemption Price, Purchase Price or Change in Control
Purchase Price of any Note;

          (e) make any Note payable in money or securities other than that
stated in the Note;

          (f) make any change in Section 506 of the Original Indenture, as
amended by Article 7 of the Supplemental Indenture, or this Section 902, except
to increase any percentage set forth therein;

          (g) make any change that adversely affects the right to convert any
Note;

          (h) make any change that adversely affects the right to require the
Company to purchase the Notes in accordance with the terms thereof and the terms
of the Original Indenture, as amended by Article 7 of the Supplemental
Indenture, or the Supplemental Indenture;

          (i) reduce the percentage of Holders of the Notes whose consent is
needed to modify or amend the Original Indenture, as amended by Article 7 of the
Supplemental Indenture;

          (j)  impair the right to institute suit for the enforcement of any
payment with respect to, or conversion of, the Notes; or

          (k) reduce the amount of principal payable upon acceleration of
maturity of the Notes, following an Event of Default.

          It shall not be necessary for the consent of the Holders under this
Section 902 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section 902 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment."

          (f)  Section  1001 of the  Original  Indenture  is hereby  amended  by
     replacing it in its entirety with the following:

          "SECTION 1001.  Payment of Notes.  The Company shall promptly make all
payments in respect of the Notes on the dates and in the manner provided in the
Notes, pursuant to the Original Indenture or the Supplemental Indenture.  Any
amounts to be given to the Trustee or Paying Agent, shall be deposited with the
Trustee or Paying Agent by 10:00 a.m. (New York City time) by the Company.
Principal Amount at Maturity, Issue Price plus accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price, Contingent
Cash Interest and Contingent Additional Principal shall be considered paid on
the applicable date due if on such date (or, in the case of a Purchase Price or
Change in Control Purchase Price, on the Business Day following the applicable

                                       34
<PAGE>

Purchase Date or Change in Control Purchase Date, as the case may be) the
Trustee or the Paying Agent holds, in accordance with the Original Indenture or
the Supplemental Indenture, money or securities, if permitted hereunder,
sufficient to pay all such amounts then due.

          The Company shall, to the extent permitted by law, pay cash interest
on overdue amounts at the rate per annum set forth in paragraph 1 in the Notes,
compounded semiannually, which interest shall accrue from the date such overdue
amount was originally due to the date payment of such amount, including interest
thereon, has been made or duly provided for.  All such interest shall be payable
on demand.  The accrual of such interest on overdue amounts shall be in lieu of,
and not in addition to, the continued accrual of Original Issue Discount and
Contingent Additional Principal, if any."

          (g) Article  Eleven of the  Original  Indenture  is hereby  amended by
     replacing it in its entirety with the following:

                                "ARTICLE ELEVEN

                      Redemption and Repurchases of Notes
                      -----------------------------------

          SECTION 1101.  Right to Redeem; Notices to Trustee.  The Company, at
its option, may redeem the Notes in accordance with the provisions of paragraphs
6 of the Notes.  Prior to June 5, 2006, the Company cannot redeem the Notes at
its option.  Beginning on June 5, 2006, the Company may redeem the Notes for
cash as a whole at any time, or in part from time to time.  If the Company
elects to redeem Notes pursuant to paragraph 6 in the Notes, it shall notify the
Trustee in writing of the Redemption Date, the Principal Amount at Maturity of
Notes to be redeemed and the Redemption Price.

          The Company shall give the notice to the Trustee by a Company Order at
least 60 days before the Redemption Date (unless a shorter notice shall be
satisfactory to the Trustee). If fewer than all the Notes are to be redeemed,
the record date relating to such redemption shall be selected by the Company and
given to the Trustee, which record date shall not be less than ten days after
the date of notice to the Trustee.

          SECTION 1102.  Selection of Notes to Be Redeemed.  If less than all
the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed
pro rata based on ownership thereof or by lot or by any other method the Trustee
considers fair and appropriate (so long as such method is not prohibited by the
rules of any stock exchange on which the Notes are then listed).  The Trustee
shall make the selection at least 30 days but not more than 60 days before the
Redemption Date from outstanding Notes not previously called for redemption.
The Trustee may select for redemption portions of the Principal Amount at
Maturity of Notes that have denominations larger than $1,000.

          Notes and any portions thereof that the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.  The Trustee shall notify the
Company promptly of the Notes or portions of Notes to be redeemed.

                                       35
<PAGE>

          If any Note selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Note so selected, the converted portion of such Note shall be deemed (so far as
may be) to be the portion selected for redemption.  Notes that have been
converted during a selection of Notes to be redeemed may be treated by the
Trustee as outstanding for the purpose of such selection.

          Nothing in this Section 1102 shall affect the right of any Holder to
convert any Note pursuant to Article 4 of the Supplemental Indenture before the
termination of the conversion right with respect thereto.

          SECTION 1103.  Notice of Redemption.  At least 30 days but not more
than 60 days before a Redemption Date, the Company shall give notice of
redemption to each Holder of Notes to be redeemed in the manner provided in
Section 106 of the Original Indenture.

          Failure to give notice by mailing in the manner herein provided to the
Holder of any Notes designated for redemption as a whole or in part, or any
defect in the notice to any such Holder, shall not affect the validity of the
proceedings for the redemption of any other Notes or portion thereof.  Any
notice that is mailed to the Holder of any Notes in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not such
Holder receives the notice.

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

          (a)  the Redemption Date;

          (b)  the Redemption Price;

          (c)  the Conversion Rate;

          (d) the name and address of the Paying Agent and Conversion Agent and
     of the office or agency referred to in Section 1002 of the Original
     Indenture;

          (e) that Notes called for redemption may be converted at any time
     before the close of business on the second Business Day immediately
     preceding the Redemption Date, even if not otherwise convertible at such
     time;

          (f) that Holders who want to convert Notes must satisfy the
     requirements set forth in paragraph 9 in the Notes;

          (g) that Notes called for redemption must be surrendered to the Paying
     Agent or at the office or agency referred to in Section 1002 of the
     Original Indenture to collect the Redemption Price;

          (h) if fewer than all the outstanding Notes are to be redeemed, the
     certificate numbers and Principal Amounts at Maturity of the particular
     Notes to be redeemed;

                                       36
<PAGE>

          (i) that, unless the Company defaults in making payment of such
     Redemption Price on Notes called for redemption, Original Issue Discount
     and Contingent Cash Interest (if any) will cease to accrue on and after the
     Redemption Date; and

          (j)  the CUSIP number of the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least 15 days (unless a shorter period shall be
acceptable to the Trustee) prior to the date such notice of redemption must be
mailed.

          SECTION 1104.  Effect of Notice of Redemption.  Once notice of
redemption is given, Notes called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Notes which are converted in accordance with the terms of the Supplemental
Indenture.  Upon surrender to the Paying Agent, such Notes shall be paid at the
Redemption Price stated in the notice.

          SECTION 1105.  Deposit of Redemption Price.  Prior to 10:00 a.m. (New
York City time), on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary of the Company or an Affiliate
of any of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price of all Notes to be redeemed on that date
other than Notes or portions of Notes called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted.  The Paying Agent shall as promptly as practicable return
to the Company any money not required for that purpose because of conversion of
Notes pursuant to Article 4 of the Supplemental Indenture.  If such money is
then held by the Company or a Subsidiary or an Affiliate of the Company in trust
and is not required for such purpose it shall be discharged from such trust.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

          SECTION 1106.  Notes Redeemed in Part.  Upon surrender of a Note that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Note in an authorized denomination
equal in Principal Amount to the unredeemed portion of the Note surrendered.

          SECTION 1107.  Purchase of Notes at the Option of the Holder.  (a)
General.  If a Holder exercises its right to require the Company to repurchase
the Notes, the Notes shall be purchased by the Company on June 5, 2002, June 5,
2004, June 5, 2006, June 5, 2011, June 5, 2016, June 5, 2021, and June 5, 2026
(each, a "Purchase Date"), at the purchase price of:

   o $295.35 per $1,000 of Principal Amount at Maturity on June 5, 2002;

   o $321.27 per $1,000 of Principal Amount at Maturity on June 5, 2004;

   o $349.46 per $1,000 of Principal Amount at Maturity on June 5, 2006;

                                       37
<PAGE>

     o $431.24 per $1,000 of Principal Amount at Maturity on June 5, 2011;

     o $532.16 per $1,000 of Principal Amount at Maturity on June 5, 2016;

     o $656.69 per $1,000 of Principal  Amount at Maturity on June 5, 2021;
       and

     o $810.36 per $1,000 of Principal Amount at Maturity on June 5, 2026


plus, if applicable, Contingent Additional Principal (each, a "Purchase Price,"
as applicable), at the option of the Holder thereof, upon:

          (i) delivery to the Paying Agent,  by the Holder, of a written notice
     of purchase (a "Purchase  Notice") at any time from the opening of business
     on the date that is at least 20  Business Days prior to a Purchase  Date
     until the close of business on the Business Day immediately preceding such
     Purchase Date stating:


               (A) the certificate number of the Note which the Holder will
          deliver to be purchased,

               (B) the portion of the Principal Amount at Maturity of the Note
          which the Holder will deliver to be purchased, which portion must be a
          Principal Amount at Maturity of $1,000 or an integral multiple
          thereof,

               (C) that such Note shall be purchased as of the Purchase Date
          pursuant to the terms and conditions specified in the Notes, and

               (D) in the event the Company elects, pursuant to Section 1107(b),
          to pay the Purchase Price to be paid as of such Purchase Date, in
          whole or in part, in shares of Common Stock but such portion of the
          Purchase Price shall ultimately be payable to such Holder entirely in
          cash because any of the conditions to payment of the Purchase Price
          (or a portion thereof) in Common Stock is not satisfied prior to the
          close of business on such Purchase Date, as set forth in Section
          1107(d), whether such Holder elects (x) to withdraw such Purchase
          Notice as to some or all of the Notes to which such Purchase Notice
          relates (stating the Principal Amount at Maturity and certificate
          numbers of the Notes as to which such withdrawal shall relate), or (y)
          to receive cash in respect of the entire Purchase Price for all Notes
          (or portions thereof) to which such Purchase Notice relates; and

          (ii)  book-entry transfer or delivery of such Note to the Paying Agent
     prior to, on or after the Purchase Date (together with all necessary
     endorsements) at the offices of the Paying Agent, such delivery being a
     condition to receipt by the Holder of the Purchase Price therefor;
     provided, however, that such Purchase Price shall be so paid pursuant to
     this Section 1107 only if the Note so delivered to the Paying Agent shall
     conform in all respects to the description thereof in the related Purchase
     Notice.

          If a Holder, in such Holder's Purchase Notice and in any written
notice of withdrawal delivered by such Holder pursuant to the terms of Section
1109 of the Original Indenture, as supplemented by Article 7 of the Supplemental
Indenture, fails to indicate such Holder's choice with respect to the election
set forth in clause (D) of Section 1107(a)(i), such Holder shall be deemed to

                                      38
<PAGE>

have elected to receive cash in respect of the Purchase Price for all Notes
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

          The Company shall purchase from the Holder thereof, pursuant to this
Section 1107, a portion of a Note if the Principal Amount at Maturity of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of this
Indenture that apply to the purchase of all of a Note also apply to the purchase
of such portion of such Note.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 1107 shall be consummated by the delivery of the consideration to
be received by the Holder as promptly as practicable following the later of the
Purchase Date and the time of delivery of the Note.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 1107(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 1109 of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture.

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.

          (b) Company's Right to Elect Manner of Payment of Purchase Price.  The
Notes to be purchased pursuant to Section 1107(a) may be paid for, at the
election of the Company, in cash or Common Stock, or in any combination of cash
and Common Stock, subject to the conditions set forth in Sections 1107(c) and
(d).  The Company shall designate, in the Company Notice delivered pursuant to
Section 1107(e), whether the Company will purchase the Notes for cash or Common
Stock, or, if a combination thereof, the percentages of the Purchase Price of
Notes in respect of which it will pay in cash or Common Stock; provided that the
Company will pay cash for fractional interests in Common Stock.  For purposes of
determining the existence of potential fractional interests, all Notes subject
to purchase by the Company held by a Holder shall be considered together (no
matter how many separate certificates are to be presented).  Each Holder whose
Notes are purchased pursuant to this Section 1107 shall receive the same
percentage of cash or Common Stock in payment of the Purchase Price for such
Notes, except (i) as provided in Section 1107(d) with regard to the payment of
cash in lieu of fractional shares of Common Stock and (ii) in the event that the
Company is unable to purchase the Notes of a Holder or Holders for Common Stock
because any of the conditions specified in Section 1107(d) have not been
satisfied, the Company may purchase the Notes of such Holder or Holders for
cash.  The Company may not change its election with respect to the consideration
(or components or percentages of components thereof) to be paid once the Company
has given its Company Notice to Noteholders except pursuant to this Section
1107(b) or pursuant to Section 1107(d) in the event of a failure to satisfy,
prior to the close of business on the Purchase Date, any condition to the
payment of the Purchase Price, in whole or in part, in Common Stock.

          At least three Business Days before the Company Notice Date, the
Company shall deliver an Officers' Certificate to the Trustee specifying:

                                       39
<PAGE>

          (i)    the manner of payment selected by the Company,

          (ii)   the information required by Section 1107(e),

          (iii)  if the Company elects to pay the Purchase Price, or a specified
     percentage thereof, in Common Stock, that the conditions to such manner of
     payment set forth in Section 1107(d) have been or will be complied with,
     and

          (iv)   whether the Company desires the Trustee to give the Company
     Notice required by Section 1107(e).

          (c) Purchase with Cash.  On each Purchase Date, at the option of the
Company, the Purchase Price of Notes in respect of which a Purchase Notice
pursuant to Section 1107(a) has been given, or a specified percentage thereof,
may be paid by the Company with cash equal to the aggregate Purchase Price of
such Notes.

          (d) Payment by Issuance of Common Stock.  On each Purchase Date, at
the option of the Company, the Purchase Price of Notes in respect of which a
Purchase Notice pursuant to Section 1107(a) has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number of
shares of Common Stock equal to the quotient obtained by dividing (i) the amount
of cash to which the Noteholders would have been entitled had the Company
elected to pay all or such specified percentage, as the case may be, of the
Purchase Price of such Notes in cash by (ii) the Market Price of a share of
Common Stock, subject to the next succeeding paragraph.

          The Company will not issue a fractional share of Common Stock in
payment of the Purchase Price.  Instead the Company will pay cash for the
current market value of the fractional share.  The current market value of a
fraction of a share shall be determined by multiplying the Market Price by such
fraction and rounding the product to the nearest whole cent.  It is understood
that if a Holder elects to have more than one Note purchased, the number of
shares of Common Stock shall be based on the aggregate amount of Notes to be
purchased.

          Upon a payment by Common Stock pursuant to the terms hereof, that
portion of accrued Original Issue Discount, accrued Contingent Additional
Principal, if any, and accrued Tax Original Issue Discount attributable to the
period from the Issue Date to the Purchase Date with respect to the purchased
Note shall not be cancelled, extinguished or forfeited but rather shall be
deemed paid in full to the Holder through the delivery of the Common Stock in
exchange for the Note being purchased pursuant to the terms hereof, and the fair
market value of such Common Stock (together with any cash payments in lieu of
fractional shares of Common Stock) shall be treated as issued, to the extent
thereof, first in exchange for the accrued Tax Original Issue Discount, accrued
Original Issue Discount and accrued Contingent Additional Principal, if any,
through the Purchase Date, and the balance, if any, of the fair market value of
such shares of Common Stock shall be treated as issued in exchange for the Issue
Price of the Note being purchased pursuant to the provisions hereof. If the
Company elects to purchase the Notes by the issuance of shares of Common Stock,
the Company Notice, as provided in Section 1107(e), shall be sent to the Holders
(and to beneficial owners as required by applicable law) not later than the
Company Notice Date.

                                       40
<PAGE>

          The Company's right to exercise its election to purchase the Notes
pursuant to Section 1107 through the issuance of shares of Common Stock shall be
conditioned upon:

          (1) the Company's not having given a Company Notice stating its
     election to pay entirely in cash for the Notes and its giving of timely
     Company Notice of election to purchase all or a specified percentage of the
     Notes with Common Stock as provided herein;

          (2) the shares of Common Stock having been admitted for listing or
     admitted for listing subject to notice of issuance on the principal United
     States securities exchange on which the Common Stock is then listed or, if
     the Common Stock is not then listed on a national or regional securities
     exchange, admitted for quotation on the National Association of Securities
     Dealers Automated Quotation System;

          (3) the registration of the shares of Common Stock to be issued in
     respect of the payment of the Purchase Price under the Securities Act and
     the Exchange Act, in each case, if required;

          (4) any necessary qualification or registration of the Common Stock
     under applicable state securities laws or the availability of an exemption
     from such qualification and registration; and

          (5) the receipt by the Trustee of an Officers' Certificate and an
     Opinion of Counsel each stating that (A) the terms of the issuance of the
     Common Stock are in conformity with this Indenture and (B) the shares of
     Common Stock to be issued by the Company in payment of the Purchase Price
     in respect of Notes have been duly authorized and, when issued and
     delivered pursuant to the terms of this Indenture in payment of the
     Purchase Price in respect of the Notes, will be validly issued, fully paid
     and nonassessable and shall be free of any preemptive rights and any lien
     or adverse claim (provided that such Opinion of Counsel may state that,
     insofar as it relates to the absence of such preemptive rights, liens and
     adverse claims, it is given upon the best knowledge of such counsel), and,
     in the case of such Officers' Certificate, stating that conditions (1),
     (2), (3) and (4) above and the condition set forth in the second succeeding
     sentence have been satisfied and, in the case of such Opinion of Counsel,
     stating that conditions (2), (3) and (4) above have been satisfied.

          Such Officers' Certificate shall also set forth the number of shares
of Common Stock to be issued for each $1,000 Principal Amount at Maturity of
Notes and the Sale Price of a share of Common Stock on each Trading Day during
the period for which the Market Price is calculated.  The Company may pay the
Purchase Price (or any portion thereof) in Common Stock only if the information
necessary to calculate the Market Price is published in a daily newspaper of
national circulation or by other appropriate means.  If the foregoing conditions
are not satisfied with respect to a Holder or Holders prior to the close of
business on the Purchase Date and the Company has elected to purchase the Notes
pursuant to this Section 1107 through the issuance of shares of Common Stock,
the Company shall pay the entire Purchase Price of the Notes of such Holder or
Holders in cash.

                                       41
<PAGE>

          (e) Notice of Election.  The Company's notice of election to purchase
with cash or Common Stock or any combination thereof shall be sent to the
Holders (and to beneficial owners as required by applicable law) in the manner
provided in Section 106 of the Original Indenture (the "Company Notice").  The
Company Notice shall be sent to the Holders (and to beneficial owners as
required by applicable law) not less than 20 Business Days prior to the
applicable Purchase Date (the "Company Notice Date").  Such Company Notice shall
state the manner of payment elected and shall contain the following information:

          In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with Common Stock, the Company Notice shall:

          (1) state that each Holder will receive Common Stock with a Market
     Price determined as of a specified date prior to the Purchase Date equal to
     such specified percentage of the Purchase Price of the Notes held by such
     Holder (except any cash amount to be paid in lieu of fractional shares);

          (2) set forth the method of calculating the Market Price of the Common
     Stock; and

          (3) state that because the Market Price of Common Stock will be
     determined prior to the Purchase Date, Holders will bear the market risk
     with respect to the value of the Common Stock to be received from the date
     such Market Price is determined to the Purchase Date.

          In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Noteholder that wishes to exercise its option to
have the Company repurchase the Notes and shall state:

          (i)   the Purchase Price, the Conversion Rate and, to the extent known
     at the time of such notice, the amount of Contingent Cash Interest, if any,
     that will be accrued and payable with respect to the Notes as of the
     Purchase Date;

          (ii)  whether the Company will pay the Purchase Price in cash or in
     Common Stock or any combination thereof, specifying the percentage of each;

          (iii) the name and address of the Paying Agent and the Conversion
     Agent;

          (iv)  that Notes as to which a Purchase Notice has been given may be
     converted pursuant to Article Eleven of the Original Indenture, as amended
     by Article 7 of the Supplemental Indenture, only if any applicable Purchase
     Notice has been withdrawn in accordance with the terms of the Original
     Indenture, as amended by Article 7 of the Supplemental Indenture;

                                       42
<PAGE>

          (v)    that Notes must be surrendered to the Paying Agent to collect
     payment of the Purchase Price;

          (vi)   that the Purchase Price for any Note as to which a Purchase
     Notice has been given and not withdrawn will be paid as promptly as
     practicable following the later of the Purchase Date and the time of
     surrender of such Note as described in (v);

          (vii)  the procedures the Holder must follow to exercise rights under
     this Section 1107 and a brief description of those rights;

          (viii) briefly, the conversion rights of the Notes and that Holders
     who want to convert Notes must satisfy the requirements set forth in
     paragraph 9 in the Notes;

          (ix)   the procedures for withdrawing a Purchase Notice (including,
     without limitation, for a conditional withdrawal pursuant to the terms of
     Section 1107(a)(i)(D) or Section 1109 of the Original Indenture, as amended
     by Article 7 of the Supplemental Indenture);

          (x)    that, unless the Company defaults in making payment of such
     Purchase Price on Notes surrendered for purchase, Original Issue Discount,
     Contingent Additional Principal, if any, and Contingent Cash Interest, if
     any, will cease to accrue on and after the Purchase Date; and

          (xi)   the CUSIP number of the Notes.

          At the Company's request and upon being provided with a copy of such
Company Notice, the Trustee shall give such Company Notice in the Company's name
and at the Company's expense, provided that the Company makes such request at
least 15 days (unless a shorter period shall be acceptable to the Trustee) prior
to the date such Company Notice must be mailed; and provided, further, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

          Upon determination of the actual number of shares of Common Stock to
be issued for each $1,000 Principal Amount at Maturity of Notes, the Company
will issue a press release and publish such determination on the Company's web
site or, at the Company's option, otherwise publicly disclose such information.

          (f) Covenants of the Company.  All shares of Common Stock delivered
upon purchase of the Notes shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable and shall
be free from preemptive rights and free of any lien or adverse claim created by
the Company.

          The Company shall use its reasonable efforts to list or cause to have
quoted any shares of Common Stock to be issued to purchase Notes on the
principal United States securities exchange or over-the-counter or other

                                       43
<PAGE>

domestic market on which any other shares of the Common Stock are then listed or
quoted.  The Company will promptly inform the Trustee in writing of any such
listing.

          (g) Procedure upon Purchase.  On or before the Purchase Date, the
Company shall deposit cash (in respect of a cash purchase under Section 1107(c)
or for fractional interests, as applicable) or shares of Common Stock, or a
combination thereof, as applicable, at the time and in the manner as provided in
Section 1110 of the Original Indenture, as amended by Article 7 of the
Supplemental Indenture, sufficient to pay the aggregate Purchase Price of all
Notes to be purchased pursuant to this Section 1107.  As soon as practicable
after the Purchase Date, the Company shall deliver to each Holder entitled to
receive Common Stock through the Paying Agent, a certificate for the number of
full shares of Common Stock issuable in payment of the Purchase Price and cash
in lieu of any fractional interests.  The person in whose name the certificate
for Common Stock is registered shall be treated as a holder of record of shares
of Common Stock on the Business Day following the Purchase Date.  Subject to
Section 1107(d), no payment or adjustment will be made for dividends on the
Common Stock the record date for which occurred on or prior to the Purchase
Date.

          (h) Taxes.  If a Holder of a Note is paid in Common Stock, the Company
shall pay any documentary, stamp or similar issue or transfer tax due on such
issue of shares of Common Stock.  However, the Holder shall pay any such tax
which is due because the Holder requests the shares of Common Stock to be issued
in a name other than the Holder's name.  The Paying Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder's name until the Paying Agent receives a sum sufficient to pay any
tax which will be due because the shares of Common Stock are to be issued in a
name other than the Holder's name.  Nothing herein shall preclude the Company
from withholding or directing the withholding of any tax required by law or
regulations.

          SECTION 1108.  Purchase of Notes at Option of the Holder upon Change
in Control.  (a)  If on or prior to June 5, 2006 there shall have occurred a
Change in Control, Notes shall be purchased by the Company, at the option of the
Holder thereof, at a purchase price specified in paragraph 7 in the Notes (the
"Change in Control Purchase Price"), as of the date that is 35 Business Days
after the occurrence of the Change in Control (the "Change in Control Purchase
Date"), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 1108(c).

          A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

          (1) any person, including any Affiliate or Associate of the Company,
     other than the Company, its Subsidiaries, or their employee benefit plans,
     files a Schedule 13D or Schedule TO (or any successor schedule, form or
     report under the Exchange Act) disclosing that such person has become the
     beneficial owner of 50% or more of the aggregate voting power of the Common
     Stock and other Capital Stock with equivalent voting rights, or other
     capital stock into which the Common Stock is reclassified or changed,
     provided, however, that a person shall not be deemed a beneficial owner of,
     or to own beneficially, (A) any securities tendered pursuant to a tender or
     exchange offer made by or on behalf of such person or any of such person's

                                       44
<PAGE>

     Affiliates or Associates until such tendered securities are accepted for
     purchase or exchange thereunder, or (B) any securities if such beneficial
     ownership (1) arises solely as a result of a revocable proxy delivered in
     response to a proxy or consent solicitation made pursuant to the applicable
     rules and regulations under the Exchange Act, and (2) is not also then
     reportable on Schedule 13D (or any successor schedule) under the Exchange
     Act; or

          (2) there shall be consummated any share exchange, consolidation or
     merger of the Company pursuant to which the Common Stock would be converted
     into cash, securities or other property in which the holders of the Common
     Stock and other Capital Stock with equivalent voting rights immediately
     prior to such share exchange, consolidation or merger, have, directly or
     indirectly, less than a majority of the total voting power in the aggregate
     of all classes of Capital Stock of the continuing and surviving corporation
     immediately after such share exchange, consolidation or merger of the
     Company.

Notwithstanding the foregoing provisions of this Section 1108, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule TO
(or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of shares of Common Stock, whether in excess of 50%
or otherwise.

          "Associate" shall have the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

          (b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by first-
class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law).  The notice shall include a form of Change in
Control Purchase Notice to be completed by the Noteholder and shall state:

          (1) briefly, the events causing a Change in Control and the date of
     such Change in Control;

          (2) the date by which the Change in Control Purchase Notice pursuant
     to this Section 1108 must be given;

          (3) the Change in Control Purchase Date;

          (4) the Change in Control Purchase Price;

          (5) the name and address of the Paying Agent and the Conversion Agent;

          (6) the Conversion Rate and any adjustments thereto;

          (7) that Notes as to which a Change in Control Purchase Notice is
     given by the Holder may be converted, if otherwise convertible, only if the

                                       45
<PAGE>

     Change in Control Purchase Notice has been withdrawn in accordance with the
     terms of the Original Indenture, as amended by Article 7 of the
     Supplemental Indenture;

          (8) that Notes must be surrendered to the Paying Agent to collect
     payment of the Change in Control Purchase Price;

          (9) that the Change in Control Purchase Price for any Note as to which
     a Change in Control Purchase Notice has been duly given and not withdrawn
     will be paid as promptly as practicable following the later of the Change
     in Control Purchase Date and the time of surrender of such Note as
     described in clause (8), above;

          (10) the procedures the Holder must follow to exercise rights under
     this Section 1108 and a brief description of those rights;

          (11) briefly, the conversion rights of the Notes (including whether
     the Notes are then currently convertible);

          (12) the procedures for withdrawing a Change in Control Purchase
     Notice;

          (13) that, unless the Company defaults in making payment of such
     Change in Control Purchase Price on Notes surrendered for purchase,
     Original Issue Discount and Contingent Cash Interest, if any, will cease to
     accrue on and after the Change in Control Purchase Date; and

          (14) the CUSIP number of the Notes.

          (c) A Holder may exercise its rights specified in Section 1108(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Paying Agent at any time prior to the close of business on the Change in
Control Purchase Date, stating:

          (1) the certificate number of the Note which the Holder will deliver
     to be purchased;

          (2) the portion of the Principal Amount at Maturity of the Notes which
     the Holder will deliver to be purchased, which portion must be $1,000 or an
     integral multiple thereof; and

          (3) that such Note shall be purchased pursuant to the terms and
     conditions specified in the Notes.

          The delivery of such Note to the Paying Agent prior to, on or after
the Change in Control Purchase Date (together with all necessary endorsements)
at the offices of the Paying Agent shall be a condition to the receipt by the
Holder of the Change in Control Purchase Price therefor; provided, however, that
such Change in Control Purchase Price shall be so paid pursuant to this Section
1108 only if the Note so delivered to the Paying Agent or such office or agency
shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice and such Change in Control Purchase
Notice shall not be validly withdrawn by the Holder.

                                       46
<PAGE>

          The Company shall purchase from the Holder thereof, pursuant to this
Section 1108, a portion of a Note if the Principal Amount at Maturity of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture, that apply to
the purchase of all of a Note also apply to the purchase of such portion of such
Note.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 1108 shall be consummated by the delivery of the consideration to
be received by the Holder as promptly as practicable following the later of the
Change in Control Purchase Date and the time of delivery of the Note to the
Paying Agent in accordance with this Section 1108.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 1108(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Change in Control
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 1109 of the Original Indenture, as amended by Article
7 of the Supplemental Indenture.

          The Paying Agent shall promptly notify the Company of the receipt by
it of any Change in Control Purchase Notice or written withdrawal thereof.

          SECTION 1109.  Effect of Purchase Notice or Change in Control Purchase
Notice.  Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 1108(a) or Section 1108(c) of the
Original Indenture, as amended by Article 7 of the Supplemental Indenture, as
applicable, the Holder of the Note in respect of which such Purchase Notice or
Change in Control Purchase Notice, as the case may be, was given shall (unless
such Purchase Notice or Change in Control Purchase Notice is withdrawn as
specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Note to the Purchase Date or Change in Control Purchase
Date, as the case may be.  Such Purchase Price or Change in Control Purchase
Price shall be paid to such Holder, subject to receipts of funds and/or Common
Stock by the Paying Agent, as promptly as practicable following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may be,
with respect to such Note (provided the conditions in Section 1107(a) or Section
1108(c) of the Original Indenture, as amended by Article 7 of the Supplemental
Indenture, as applicable, have been satisfied) and (y) the time of delivery of
such Note to the Paying Agent by the Holder thereof in the manner required by
Section 1107(a) or Section 1108(c) of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, as applicable.  Notes in respect of
which a Purchase Notice or Change in Control Purchase Notice, as the case may
be, has been given by the Holder thereof may not be converted pursuant to
Article Eleven of the Original Indenture, as amended by Article 7 of the
Supplemental Indenture, on or after the date of the delivery of such Purchase
Notice or Change in Control Purchase Notice, as the case may be, unless such
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
first been validly withdrawn as specified in the following two paragraphs.

          A Purchase Notice or Change in Control Purchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Purchase Notice or Change

                                       46
<PAGE>

in Control Purchase Notice, as the case may be, at any time prior to the close
of business on the Purchase Date or the Change in Control Purchase Date, as the
case may be, specifying:

          (1) the Principal Amount at Maturity of the Notes with respect to
     which such notice of withdrawal is being submitted,

          (2) the certificate number of the Notes in respect of which such
     notice of withdrawal is being submitted, and

          (3) the Principal Amount at Maturity, if any, of any such Notes which
     remain subject to the original Purchase Notice or Change in Control
     Purchase Notice, as the case may be, and which has been or will be
     delivered for purchase by the Company.

          A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
1107(a)(i)(D) of the Original Indenture, as amended by Article 7 of the
Supplemental Indenture, or (ii) a conditional withdrawal containing the
information set forth in Section 1107(a)(i)(D) of the Original Indenture, as
amended by Article 7 of the Supplemental Indenture, and the preceding paragraph
and contained in a written notice of withdrawal delivered to the Paying Agent as
set forth in the preceding paragraph.

          There shall be no purchase of any Notes pursuant to Section 1107 of
the Original Indenture, as amended by Article 7 of the Supplemental Indenture
(other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of fractional shares) or 1108 the Original
Indenture, as amended by Article 7 of the Supplemental Indenture, if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Notes, of the required Purchase Notice or Change in Control Purchase
Notice, as the case may be) and is continuing an Event of Default (other than a
default in the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be, with respect to such Notes).  The Paying Agent will
promptly return to the respective Holders thereof any Notes (x) with respect to
which a Purchase Notice or Change in Control Purchase Notice, as the case may
be, has been withdrawn in compliance with the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to such Notes) in which case, upon such return, the Purchase Notice or
Change in Control Purchase Notice with respect thereto shall be deemed to have
been withdrawn.

          SECTION 1110.  Deposit of Purchase Price or Change in Control Purchase
Price.  Prior to 10:00 a.m. New York City time on the Business Day following the
Purchase Date or the Change in Control Purchase Date, as the case may be, the
Company shall deposit with the Trustee or with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 1003 of
the Original Indenture) an amount of money (in immediately available funds if
deposited on such Business Day) or Common Stock, if permitted hereunder,
sufficient to pay the aggregate Purchase Price or Change in Control Purchase

                                       49
<PAGE>

Price, as the case may be, of all the Notes or portions thereof which are to be
purchased as of the Purchase Date or Change in Control Purchase Date, as the
case may be.  After the Purchase Date or the Change in Control Purchase Date,
Original Issue Discount, Tax Original Issue Discount, and Contingent Cash
Interest, if any, shall cease to accrue on such Note, whether or not such Note
is delivered to the Paying Agent.

          SECTION 1111.  Notes Purchased in Part.  Any Note which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's 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, of any authorized denomination as requested by such Holder in
aggregate Principal Amount equal to, and in exchange for, the portion of the
Principal Amount at Maturity of the Note so surrendered which is not purchased.

          SECTION 1112.  Covenant to Comply with Securities Laws upon Purchase
of Notes.  (a)  In connection with any offer to purchase or purchase of Notes
under Section 1107 or 1108 of the Original Indenture, as amended by Article 7 of
the Supplemental Indenture (provided that such offer or purchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act and any other then applicable tender offer rules,
(ii) file the related Schedule TO (or any successor schedule, form or report)
under the Exchange Act, and (iii) otherwise comply with all Federal and state
securities laws so as to permit the rights and obligations under Sections 1107
and 1108 of the Original Indenture, as amended by Article 7 of the Supplemental
Indenture, to be exercised in the time and in the manner specified in Sections
1107 and 1108 of the Original Indenture, as amended by Article 7 of the
Supplemental Indenture.

          (b) The Company may not waive its obligation to purchase the Notes at
the option of Holders in the event of a Change in Control.

          SECTION 1113.  Repayment to the Company.  The Trustee and the Paying
Agent shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in paragraph 13 in the Notes, together with interest or
dividends, if any, thereon (subject to the provisions of Sections 606 and 1003
of the Original Indenture), held by them for the payment of the Purchase Price
or Change in Control Purchase Price, as the case may be; provided, however, that
to the extent that the aggregate amount of cash or shares of Common Stock
deposited by the Company pursuant to Section 1110 of the Original Indenture, as
amended by Article 7 of the Supplemental Indenture, exceeds the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of the
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date or Change in Control Purchase Date, as the case may be, then as
promptly as practicable after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall return
any such excess to the Company together with interest or dividends, if any,
thereon (subject to the provisions of Sections 606 and 1003 of the Original
Indenture of the Original Indenture).

                                       49
<PAGE>

          Notwithstanding anything in the Original Indenture to the contrary,
all moneys delivered to the Trustee (in any capacity) for payment to Holders
shall remain uninvested unless otherwise agreed to in writing between the
Company and the Trustee."

          (h) Article Twelve of the Original Indenture is hereby deleted in its
     entirety.

          (i) Article Thirteen of the Original Indenture is hereby deleted in
its entirety.

          SECTION 702 Interpretation of Original Indenture. Except as otherwise
specifically provided in this Supplemental Indenture, whenever in the Original
Indenture there is mentioned, in any context, the principal of or principal
amount of any Security of any series or a percentage in principal amount of the
Outstanding Securities of any series, such mention shall be deemed to be, solely
with respect to the Notes, the Principal Amount at Maturity of the Notes or a
percentage of the aggregate Principal Amount at Maturity of the Notes at the
time Outstanding.

                                   ARTICLE 8

                                   TAX MATTERS

          SECTION 801 Tax Treatment. The parties hereto hereby agree, and each
Holder and any beneficial holder of a Note by its purchase of a Note hereby
agrees:

          (a) to treat the Notes as indebtedness of the Company for all tax
              purposes;

          (b) to treat the Notes as debt instruments that are subject to U.S.
              Treasury Regulation section 1.1275-4(b); and

          (c) to treat any payment to and receipt by a Holder of Common Stock
              upon conversion of a Note, or upon a redemption of a Note where
              the Company elects to pay in Common Stock, as a contingent payment
              under U.S. Treasury Regulation section 1.1275-4(b).

          SECTION 802 Comparable Yield and Projected Payment Schedule. Solely
for purposes of applying U.S. Treasury Regulation section 1.1275-4 to the Notes:


          (a) for United States Federal income tax purposes, the Company shall
              accrue interest with respect to outstanding Notes as original
              issue discount according to the "noncontingent bond method," as
              set forth in U.S. Treasury Regulation Section 1.1275-4(b) using a
              comparable yield of 8.30%, compounded semiannually, and the
              projected payment schedule attached as Annex 1 to this
              Supplemental Indenture;

          (b) the Company shall file with the Trustee promptly at the end of
              each calendar year (i) a written notice specifying the amount of
              original issue discount for United States federal income tax
              purposes (including daily rates and accrual periods) accrued on
              outstanding Notes as of the end of such year and (ii) such other
              specific information relating to such original issue discount as
              may then be relevant under the Internal Revenue Code of 1986, as

                                       50
<PAGE>

              amended from time to time, including the amount of any adjustment
              made under the noncontingent bond method to account for the amount
              of any difference between the amount of an actual payment and the
              amount of a projected payment; and

          (c) the Company acknowledges and agrees, and each Holder and any
              beneficial holder of a Note, by its purchase of a Note shall be
              deemed to acknowledge and agree, that (i) the comparable yield and
              the projected payment schedule are determined on the basis of an
              assumption of linear growth of stock price and a constant dividend
              yield, (ii) the comparable yield and the projected payment
              schedule are not determined for any purpose other than for the
              purpose of applying U.S. Treasury Regulation section
              1.1275-4(b)(4) to the Note and (iii) the comparable yield and the
              projected payment schedule do not constitute a projection or
              representation regarding the actual amounts payable on the Notes.

                                   ARTICLE 9

                            MISCELLANEOUS PROVISIONS

          The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.

          Except as expressly amended hereby, the Original Indenture shall
continue in full force and effect in accordance with the provisions thereof and
the Original Indenture is in all respects hereby ratified and confirmed.  This
Supplemental Indenture and all its provisions shall be deemed a part of the
Original Indenture in the manner and to the extent herein and therein provided.

          This Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.

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

                                       51
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed.

                                    Markel Corporation

                                    By:  /s/ Alan I. Kirshner
                                         ----------------------------------
                                         Name:  Alan I. Kirshner
                                         Title: Chairman

                                    The Chase Manhattan Bank, as Trustee

                                    By:  /s/ Philbert G. Jones
                                         ----------------------------------
                                         Name:  Philbert G. Jones
                                         Title: Assistant Vice President

                                       52
<PAGE>

                                  EXHIBIT A-1

                         [FORM OF FACE OF GLOBAL NOTE]

     THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED.  THE ISSUE PRICE OF THIS NOTE WAS $283.19 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $716.81 PER $1,000
OF PRINCIPAL AMOUNT AT MATURITY; THE ISSUE DATE IS JUNE 5, 2001; AND THE YIELD
TO MATURITY FOR THE PURPOSES OF ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 8.30%
PER ANNUM.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY 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 TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE 2 OF THE SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.

                                     A-1-1
<PAGE>

                               MARKEL CORPORATION

                     Liquid Yield Option(TM) Note due 2031
                             (Zero Coupon--Senior)



No. _________                                 CUSIP:  570535 AC 8
Issue Date: June 5, 2001                      Original Issue Discount:  $716.81
Initial Issue Price:  $283.19                 (for each $1,000 Principal
(for each $1,000 Principal                    Amount at Stated Maturity)
Amount at Stated Maturity)

     MARKEL CORPORATION, a Virginia corporation, promises to pay to Cede & Co.
or registered assigns, the Principal Amount at Maturity of
[_______________________] DOLLARS ($[__________]) ("Principal Amount at
Maturity") or, if Contingent Additional Principal has accrued as specified on
the reverse side of this Note, then, MARKEL CORPORATION promises to pay to Cede
& Co. or registered assigns the Issue Price plus accrued Original Issue Discount
and accrued Contingent Additional Principal, if any, on June 5, 2031.

     This Note shall not bear interest except as specified on the reverse side
of this Note.  Original Issue Discount will accrue as specified on the reverse
side of this Note.  This Note is convertible as specified on the reverse side of
this Note.

     Additional provisions of this Note are set forth on the reverse side of
this Note.

Dated:  June 5, 2001                     MARKEL CORPORATION


                                         By:  ________________________________
                                              Name:
                                              Title:


TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE CHASE MANHATTAN BANK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture.

By:  _____________________________________________
     Authorized Officer

Dated:  June 5, 2001

                                     A-1-2
<PAGE>

                         [REVERSE SIDE OF GLOBAL NOTE]

                     Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)

1.  Interest.
    --------

     This Note shall not bear interest, except as specified in this paragraph or
in paragraph 5.A hereof.  If the Principal Amount at Maturity hereof or any
portion of such Principal Amount at Maturity is not paid when due (whether upon
acceleration pursuant to Section 502 of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, upon the date set for payment of the
Redemption Price pursuant to paragraph 6 hereof, upon the date set for payment
of the Purchase Price or Change in Control Purchase Price pursuant to paragraph
7 hereof or upon the Stated Maturity of this Note) or if Contingent Cash
Interest, if any, due hereon or any portion of such Contingent Cash Interest is
not paid when due in accordance with paragraph 5.A hereof, or if Contingent
Additional Principal, if any, due hereon or any portion of such Contingent
Additional Principal is not paid when due in accordance with paragraph 5.B
hereof, then in each such case the overdue amount shall, to the extent permitted
by law, bear interest at the rate of 4.25% per annum, compounded semi-annually,
which interest shall accrue from the date such overdue amount was originally due
to the date payment of such amount, including interest thereon, has been made or
duly provided for.  All such interest shall be payable on demand.  The accrual
of such interest on overdue amounts shall be in lieu of, and not in addition to,
the continued accrual of Original Issue Discount.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Note), in the period during which a Note
remains outstanding, shall accrue at 4.25% per annum on the Issue Price, plus
any previously accrued Original Issue Discount plus the amount of any Contingent
Additional Principal, on a semi-annual bond equivalent basis using a 360-day
year comprised of twelve 30-day months, from the Issue Date of this Note.

2.  Method of Payment.
    -----------------

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of Redemption Prices, Purchase Prices, Change in Control
Purchase Prices and at Stated Maturity to Holders who surrender Notes to a
Paying Agent to collect such payments in respect of the Notes.  In addition, the
Company will pay Contingent Cash Interest and Contingent Additional Principal,
if any.  The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.  Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.
    --------------------------------------------------------------------

     Initially, The Chase Manhattan Bank, a banking corporation organized and
existing under the laws of the State of New York (the "Trustee"), will act as
Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.  The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar or Bid Solicitation Agent without notice, other than notice to the
Trustee, except that the Company will maintain at least one Paying Agent in the

                                     A-1-3
<PAGE>

State of New York, City of New York, Borough of Manhattan, which shall initially
be an office or agency of the Trustee.  The Company or any of its Subsidiaries
or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar
or co-registrar.  None of the Company, any of its Subsidiaries or any of their
Affiliates shall act as Bid Solicitation Agent.

4.  Indenture.
    ---------

     The Company has issued the Notes under an Indenture dated as of June 5,
2001 (the "Original Indenture"), between the Company and the Trustee, as
supplemented by a first supplemental indenture, dated as of June 5, 2001 (the
"Supplemental Indenture," and together with the Original Indenture, the
"Indenture").  The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Notes themselves and the
Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture.  The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the TIA for a statement of those
terms.

     The Notes are unsecured and unsubordinated obligations of the Company
limited to $408,000,000 aggregate Principal Amount at Maturity (not including
Contingent Additional Principal, if any, and subject to Article 2 of the
Supplemental Indenture) and will rank equally in right of payment to all the
Company's present and future unsecured and unsubordinated indebtedness.  The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

5.A  Contingent Cash Interest.
     ------------------------

     Subject to the conditions of the Indenture and the accrual and record date
provisions specified in this paragraph 5.A, the Company shall pay Contingent
Cash Interest to the Holders during any six-month period (a "Contingent Cash
Interest Period") from June 6 to December 5 and from December 6 to June 5, with
the initial six-month period commencing after June 5, 2006, if the average LYONs
Market Price for the Five-Trading-Day Measurement Period with respect to such
Contingent Cash Interest Period equals 120% or more of the sum of the Issue
Price of a Note, Original Issue Discount accrued thereon to the day immediately
preceding the first day of the relevant Contingent Interest Period and
Contingent Additional Principal, if any, for such Note to the day immediately
preceding the first day of the applicable six-month period.

     Contingent Cash Interest, if any, will accrue and be payable to holders of
this Note as of the 15th day preceding the last day of the applicable six-month
period.  Original Issue Discount will continue to accrue at 4.25% whether or not
Contingent Cash Interest is paid.

     The amount of Contingent Cash Interest payable per $1,000 Principal Amount
at Maturity hereof in respect of any quarterly period of the applicable
Contingent Cash Interest Period shall equal the greater of (x) 0.0625% of the
average LYONs Market Price for the relevant Five-Trading-Day Measurement Period
and (y) the sum of all Regular Cash Dividends paid by the Company per share of
Common Stock during that three-month period of the applicable Contingent Cash
Interest Period multiplied by the number of shares of Common Stock into which

                                     A-1-4
<PAGE>

$1,000 Principal Amount at Maturity hereof is convertible pursuant to paragraph
9 hereof as of the accrual date for such Contingent Cash Interest.

     Upon determination that Holders will be entitled to receive Contingent Cash
Interest during a Contingent Cash Interest Period the Company shall issue a
press release and publish such information on its web site on the World Wide Web
as soon as practicable.

5.B  Contingent Additional Principal
     -------------------------------

     Subject to the conditions set forth in the Indenture, on June 5, 2002 and
June 5, 2004, if the Sale Price of the Common Stock is at or below the Threshold
Price (as set forth in Section 601 of the Supplemental Indenture) for the
Thirty-Trading-Day Measurement Period prior to that date, Contingent Additional
Principal on the Notes shall accrue commencing on such date at a rate of either
0.50% or 1.00% per annum for a period of two years, in accordance with the
schedule set forth in Section 601 of the Supplemental Indenture.  No Contingent
Additional Principal will accrue after June 5, 2006.

     Contingent Additional Principal, if any, shall be payable on the Stated
Maturity date of the Notes.  Contingent Additional Principal shall be calculated
on a semiannual bond equivalent basis, using a 360-day year consisting of twelve
30-day months.

     In the event that any Contingent Additional Principal accrues on the Notes,
the Company shall issue a press release to that effect.  In addition, the
Company shall publish such information on its website or through such other
comparable public medium as may be widely in use at that time.  The Company
shall also notify the Trustee annually in writing, at such time that the Company
files with the Trustee its annual reports or other information or documents
pursuant to Section 704 of the Original Indenture, of any accrual of Contingent
Additional Principal and the resulting increase in the Principal Amount at
Maturity per Note.  Following its receipt of such notice, the Trustee shall
provide such information to DTC for dissemination to the participants of DTC.

6.   Redemption at the Option of the Company.
     ---------------------------------------

     No sinking fund is provided for the Notes.  The Notes are redeemable as a
whole, or from time to time in part, at any time at the option of the Company at
the Redemption Prices set forth below, provided that the Notes are not
redeemable prior to June 5, 2006.

     The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect the Issue Price plus accrued Original Issue Discount calculated to each
such date and assumes that no Contingent Additional Principal is payable.  The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the next preceding date in the table and accrued Contingent Additional
Principal, if applicable.

                                      A-1-5
<PAGE>

<TABLE>

                                                    (1)                   (2)                   (3)
                                                   LYON             Accrued Original      Redemption Price
Redemption Date                                 Issue Price          Issue Discount          (1) + (2)
---------------                                 -----------          --------------           --------
<S>                                    <C>                  <C>                   <C>
June 5, 2006.........................             $283.19               $ 66.27            $  349.46
June 5, 2007.........................             $283.19               $ 81.28            $  364.47
June 5, 2008.........................             $283.19               $ 96.93            $  380.12
June 5, 2009.........................             $283.19               $113.26            $  396.45
June 5, 2010.........................             $283.19               $130.29            $  413.48
June 5, 2011.........................             $283.19               $148.05            $  431.24
June 5, 2012.........................             $283.19               $166.57            $  449.76
June 5, 2013.........................             $283.19               $185.89            $  469.08
June 5, 2014.........................             $283.19               $206.04            $  489.23
June 5, 2015.........................             $283.19               $227.05            $  510.24
June 5, 2016.........................             $283.19               $248.97            $  532.16
June 5, 2017.........................             $283.19               $271.82            $  555.01
June 5, 2018.........................             $283.19               $295.66            $  578.85
June 5, 2019.........................             $283.19               $320.52            $  603.71
June 5, 2020.........................             $283.19               $346.45            $  629.64
June 5, 2021.........................             $283.19               $373.50            $  656.69
June 5, 2022.........................             $283.19               $401.70            $  684.89
June 5, 2023.........................             $283.19               $431.12            $  714.31
June 5, 2024.........................             $283.19               $461.80            $  744.99
June 5, 2025.........................             $283.19               $493.80            $  776.99
June 5, 2026.........................             $283.19               $527.17            $  810.36
June 5, 2027.........................             $283.19               $561.98            $  845.17
June 5, 2028.........................             $283.19               $598.28            $  881.47
June 5, 2029.........................             $283.19               $636.14            $  919.33
June 5, 2030.........................             $283.19               $675.63            $  958.82

At Stated Maturity...................             $283.19               $716.81            $   1,000
</TABLE>


                                     A-1-6
<PAGE>

7.  Purchase by the Company at the Option of the Holder.
    ------------------------------------------------------


    Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on the following Purchase Dates and at the following Purchase
Prices, plus Contingent Additional Principal, if any, per $1,000 Principal
Amount at Maturity, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of business
on the date that is at least 20 Business Days prior to such Purchase Date until
the close of business on the Business Day immediately preceding such Purchase
Date and upon delivery of the Notes to the Paying Agent by the Holder as set
forth in the Indenture.

     Purchase Date              Purchase Price
     -------------              --------------
     June 5, 2002                   $295.35
     June 5, 2004                   $321.27
     June 5, 2006                   $349.46
     June 5, 2011                   $431.24
     June 5, 2016                   $532.16
     June 5, 2021                   $659.69
     June 5, 2026                   $810.36


     The Purchase Price may be paid, at the option of the Company, in cash or by
the issuance and delivery of shares of Common Stock of the Company, or in any
combination thereof.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Notes in integral multiples of $1,000 Principal Amount at Maturity held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company occurring on or prior to June 5, 2006 for a Change in
Control Purchase Price for each $1,000 Principal Amount at Maturity of such
Notes equal to the Issue Price plus accrued Original Issue Discount to the
Change in Control Purchase Date, which Change in Control Purchase Price shall be
paid in cash.

     Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal within the times and otherwise in accordance with the
provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of all Notes or portions thereof to be purchased as of the Purchase Date or the
Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change in
Control Purchase Date, as the case may be, Original Issue Discount, Contingent
Cash Interest, if any, and Contingent Additional Principal, if any, shall cease
to accrue on such Notes (or portions thereof) immediately after such Purchase
Date or Change in Control Purchase Date, as the case may be, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Purchase Price or Change in Control Purchase Price, as the case may be, if any,
upon surrender of such Note).

                                     A-1-7
<PAGE>

8.   Notice of Redemption.
     --------------------

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Notes to be redeemed at the
Holder's registered address.  If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date, Original Issue Discount and Contingent Cash
Interest, if any, shall cease to accrue on such Notes or portions thereof.
Notes in denominations larger than $1,000 of Principal Amount at Maturity may be
redeemed in part but only in integral multiples of $1,000 of Principal Amount at
Maturity.

9.   Conversion.
     ----------

     Subject to the provisions of this paragraph 9 and the terms of the
Indenture and notwithstanding the fact that any other condition to conversion
has not been satisfied, Holders may surrender this Note for conversion into
shares of Common Stock at any time at their option until the close of business
on the Business Day immediately preceding June 5, 2031 if, as of the last day of
any calendar quarter beginning with the quarter ending on September 30, 2001,
the Sale Price of the Common Stock for at least 20 Trading Days in a period of
30 consecutive Trading Days ending on the last Trading Day of such quarter is
more than the conversion trigger price.  The "conversion trigger price" is a
reference percentage beginning at 120% and declining 0.08474% per quarter
thereafter to approximately 110% on the last day of the quarter ending March 31,
2031, of the accreted conversion price per share of Common Stock on the last day
of such quarter.  Notes subject to conversion pursuant to the condition to
conversion contained in this paragraph will remain convertible notwithstanding
changes to the Sale Price of the Common Stock after such Notes are deemed
convertible.

     The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:

        o   the Issue Price plus accrued Original Issue Discount to that day
            and any accrued Contingent Additional Principal, divided by


        o   the number of shares of Common Stock issuable upon conversion of
            $1,000 Principal Amount at Maturity of Notes on that day.

     The table below shows the conversion trigger price per share of Common
Stock in respect of each of the first 20 calendar quarters.  These prices
reflect the accreted conversion price per share of Common Stock (assuming that
no events occurred requiring an adjustment to the initial Conversion Rate of
1.1629 shares of Common Stock per $1,000 Principal Amount at Maturity)
multiplied by the applicable percentage for the respective calendar quarter.
Thereafter, the accreted conversion price per share of Common Stock increases
each calendar quarter by the accrued Original Issue Discount and any Contingent
Additional Principal for the quarter and the applicable percentage declines by
0.08474% per quarter.  The conversion trigger price for the calendar quarter
beginning April 1, 2031 is $938.92.

                                     A-1-8
<PAGE>

<TABLE>
                                                          (1)                                    (3)
                                                         Accreted             (2)            Conversion
                                                       Conversion         Applicable        Trigger Price
Quarter*                                                  Price           Percentage          (1) x (2)
--------                                                  -----           ----------          ---------
<S>                                            <C>                 <C>                <C>
2001
  Fourth Quarter.............................            $246.86          120.00000%           $296.23
2002
  First Quarter..............................            $249.46          119.91526%           $299.14
  Second Quarter.............................            $252.10          119.83052%           $302.09
  Third Quarter..............................            $254.76          119.74578%           $305.06
  Fourth Quarter.............................            $257.46          119.66104%           $308.08
2003
  First Quarter..............................            $260.17          119.57630%           $311.11
  Second Quarter.............................            $262.93          119.49156%           $314.18
  Third Quarter..............................            $265.70          119.40682%           $317.27
  Fourth Quarter.............................            $268.52          119.32208%           $320.40
2004
  First Quarter..............................            $271.35          119.23734%           $323.55
  Second Quarter.............................            $274.22          119.15260%           $326.74
  Third Quarter..............................            $277.11          119.06786%           $329.95
  Fourth Quarter.............................            $280.05          118.98312%           $333.21
2005
  First Quarter..............................            $283.00          118.89838%           $336.49
  Second Quarter.............................            $286.00          118.81364%           $339.81
  Third Quarter..............................            $289.02          118.72890%           $343.15
  Fourth Quarter.............................            $292.08          118.64416%           $346.53
2006
  First Quarter..............................            $295.16          118.55942%           $349.94
  Second Quarter.............................            $298.28          118.47468%           $353.39
  Third Quarter..............................            $301.45          118.38994%           $356.86

</TABLE>

______________
*  This table assumes no events have occurred that would require an adjustment
   to the conversion rate.  Also assumes that no Contingent Additional Principal
   has been accrued.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact any other condition to conversion has not been
satisfied, Holders may convert the Notes into Common Stock on a Conversion Date
during any period in which the credit rating assigned to the Notes by a Rating
Agency is reduced to or below the Applicable Rating.  "Rating Agency" means (1)
Moody's Investors Service, Inc. and its successors ("Moody's") and (2) Standard
& Poor's Credit Market Services, a division of The McGraw-Hill Companies Inc.,
and its successors ("Standard & Poor's").  "Applicable Rating" means (1) Ba3, in
the case of Moody's (or its equivalent under any successor ratings categories of
Moody's), (2) BB-, in the case of Standard & Poor's (or its equivalent under any
successor ratings categories of Standard & Poor's) or (3) the equivalent in
respect of ratings categories of any Rating Agencies which are successors to
Moody's or Standard & Poor's.

                                     A-1-9
<PAGE>

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, a Holder may convert into Common Stock a Note or portion of a Note
which has been called for redemption pursuant to paragraph 6 hereof, even if the
Note, or any portion thereof, is not subject to conversion by the Holder,
provided such Notes are surrendered for conversion prior to the close of
business on the second Business Day immediately preceding the Redemption Date.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 407 of the Supplemental Indenture, or a dividend or a
distribution described in Section 408 of the Supplemental Indenture where the
fair market value of such dividend or distribution per share of Common Stock, as
determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock
on the Trading Day immediately preceding the date of declaration for such
dividend or distribution, the Notes may be surrendered for conversion beginning
on the date the Company gives notice to the Holders of such right, which shall
not be less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution, and Notes may be surrendered for conversion at any time thereafter
until the close of business on the Business Day prior to the Ex-Dividend Time or
until the Company announces that such dividend or distribution will not take
place.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the Common Stock would be converted
into cash, securities or other property as set forth in Section 414 of the
Supplemental Indenture, the Notes may be surrendered for conversion at any time
from and after the date which is 15 days prior to the date of the anticipated
effective time of such transaction announced by the Company until 15 days after
the actual effective date of such transaction, and at the effective time of such
transaction the right to convert a Note into Common Stock will be deemed to have
changed into a right to convert it into the kind and amount of cash, securities
or other property which the holder would have received if the holder had
converted its Note immediately prior to the transaction.

     A Note in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Rate is 1.1629 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment for certain events described
in the Indenture or this paragraph 9.  The Company will deliver cash or a check
in lieu of any fractional share of Common Stock.

     Contingent Additional Principal, if any, will not be paid on Notes that are
converted.  Contingent Cash Interest, if any, will not be paid on Notes that are
converted; provided, however, that Notes surrendered for conversion during the
period from the close of business on any date on which Contingent Cash Interest
accrues to the opening of business on the date on which such Contingent Cash
Interest is payable shall be entitled to receive such Contingent Cash Interest
payable on such Notes on the date on which such Contingent Cash Interest is

                                     A-1-10
<PAGE>

payable and (except Notes with respect to which the Company has mailed a notice
of redemption) Notes surrendered for conversion during such periods must be
accompanied by payment of an amount equal to the Contingent Cash Interest with
respect thereto that the registered Holder is to receive.

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

     A Holder may only convert a portion of a Note pursuant to the terms of this
paragraph 9 and in accordance with the Indenture if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000.  No
payment or adjustment will be made for dividends on the Common Stock except as
provided herein and in the Indenture.  On conversion of a Note, that portion of
accrued Tax Original Issue Discount, accrued Original Issue Discount and
Contingent Additional Principal, if any, attributable to the period from the
Issue Date through the Conversion Date and (except as provided above) accrued
Contingent Cash Interest with respect to the converted Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through the delivery of the Common Stock (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Note being converted pursuant to the terms hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for accrued Tax Original Issue Discount, Original Issue Discount and
accrued Contingent Additional Principal, if any, through the Conversion Date and
accrued Contingent Cash Interest, and the balance, if any, of such fair market
value of such Common Stock (and any such cash payment) shall be treated as
issued in exchange for the Issue Price of the Note being converted pursuant to
the provisions hereof.

     Pursuant to the terms and conditions of the Indenture, the Conversion Rate
will be adjusted for dividends or distributions on Common Stock payable in
Common Stock or other Capital Stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 60 days
at less than the Sale Price of the Common Stock at the Time of Determination;
and distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash
dividends or distributions).  However, no adjustment need be made if Noteholders
may participate in the transaction or in certain other cases.  The Company from
time to time may voluntarily increase the Conversion Rate.

     If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a Note
into Common Stock may be changed into a right to convert it into securities,
cash or other assets of the Company or another person.

     The Conversion Rate will not be adjusted for accrued Original Issue
Discount, any Contingent Additional Principal or any Contingent Cash Interest.

                                     A-1-11
<PAGE>

10.  Defaulted Interest.
     ------------------

     Except as otherwise specified with respect to the Notes, any Contingent
Cash Interest on any Note shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company as provided for in Section 502 of the Supplemental
Indenture.

11.  Denominations; Transfer; Exchange.
     ---------------------------------

     The Notes are in fully registered form, without coupons, in denominations
of $1,000 of Principal Amount at Maturity and integral multiples of $1,000.  A
Holder may transfer or exchange Notes in accordance with the Indenture.  The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Notes selected for redemption (except, in the case of a Note
to be redeemed in part, the portion of the Note not to be redeemed) or any Notes
in respect of which a Purchase Notice or Change in Control Purchase Notice has
been given and not withdrawn (except, in the case of a Note to be purchased in
part, the portion of the Note not to be purchased) or any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed.

12.  Persons Deemed Owners.
     ---------------------

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

13.  Unclaimed Money or Securities.
     -----------------------------

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, subject to applicable
unclaimed property laws.  After return to the Company, Holders entitled to the
money or securities must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

14.  Amendment; Waiver.
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of at least
a majority in aggregate Principal Amount at Maturity of the Notes at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate Principal Amount at Maturity of the Notes
at the time outstanding.  Subject to certain exceptions set forth in the
Indenture, without the consent of any Noteholder, the Company and the Trustee
may amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with certain provisions of the Indenture, to secure
the Company's obligations under this Note, to add to the Company's covenants for
the benefit of the Noteholders, to surrender any right or power conferred, to
make any change that does not adversely affect the rights of any Noteholder, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, or as necessary in connection with the
registration of the Notes under the Securities Act.


                                     A-1-12
<PAGE>

15.  Defaults and Remedies.
     ---------------------

     If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount at Maturity of the Notes
at the time outstanding, may declare all the Notes to be due and payable
immediately.  Certain events of bankruptcy or insolvency are Events of Default
that will result in the Notes becoming due and payable immediately upon the
occurrence of such Events of Default.

     Noteholders may not enforce the Indenture or the Notes except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or the Notes
unless it receives indemnity or security reasonably satisfactory to it.  Subject
to certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time outstanding may direct the Trustee in its
exercise of any trust or power.  The Trustee may withhold from Noteholders
notice of any continuing Event of Default (except an Event of Default in payment
of amounts specified in Section 501(a) or Section 501(b) of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture) if it
determines that withholding notice is in their interests.

16.  Trustee Dealings with the Company.
     ---------------------------------

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its respective Affiliates and may otherwise deal with the
Company or its respective Affiliates with the same rights it would have if it
were not Trustee.

17.  No Recourse Against Others.
     --------------------------

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

18.  Authentication.
     --------------

     This Note shall not be valid until an authorized signatory of the Trustee
manually signs the Trustee's Certificate of Authentication on the other side of
this Note.

19.  Abbreviations.
     -------------

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

                                     A-1-13
<PAGE>

20.  GOVERNING LAW.
     -------------

     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.


                                   ----------

          The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture.


                          MARKEL CORPORATION
                          4521 Highwoods Parkway
                          Glen Allen
                          Virginia 23060-6148
                          Attention:  Gregory B. Nevers

                                     A-1-14
<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>

               ASSIGNMENT FORM                                 CONVERSION NOTICE
To assign this Note, fill in the form below:    To convert this Note into Common Stock of the
                                                Company, check the box: [ ]

I or we assign and transfer this Note to:       To convert only part of this Note, state the
                                                Principal Amount at Maturity to be converted
___________________________________             (which must be $1,000 or an integral multiple
                                                of $1,000): $___________________________
___________________________________
(Insert assignee's Soc. Sec. or tax ID no.)



                                                If you want the stock certificate made out in
___________________________________             another person's name, fill in the form below:

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

                                                (Insert other person's Soc. Sec. or tax ID no.)
and irrevocably appoint _________________
agent to transfer this Note on the books of     ___________________________________
 the Company.  The agent may substitute
 another to act for him.                        ___________________________________
                                                (Print or type other person's name, address
                                                and zip code)

Date: ___________________________               Your
                                                Signature: ____________________________*
                                                (Sign exactly as your name appears on the
                                                other side of this Note)
</TABLE>


*      Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                     A-1-15
<PAGE>

                                  EXHIBIT A-2

                      [FORM OF FACE OF CERTIFICATED NOTE]

     THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
AMENDED.  THE ISSUE PRICE OF THIS NOTE WAS $283.19 PER $1,000 OF PRINCIPAL
AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $716.81 PER $1,000
OF PRINCIPAL AMOUNT AT MATURITY; THE ISSUE DATE IS JUNE 5, 2001; AND THE YIELD
TO MATURITY FOR THE PURPOSES OF ACCRUING TAX ORIGINAL ISSUE DISCOUNT IS 8.30%
PER ANNUM.


                                     A-2-1
<PAGE>

                               MARKEL CORPORATION

                     Liquid Yield Option(TM) Note due 2031
                             (Zero Coupon--Senior)

No. _________                                 CUSIP:  570535 AC 8
Issue Date: June 5, 2001                      Original Issue Discount:  $716.81
Initial Issue Price:  $283.19                 (for each $1,000 Principal
(for each $1,000 Principal                    Amount at Stated Maturity)
Amount at Stated Maturity)



     MARKEL CORPORATION, a Virginia corporation, promises to pay to Cede & Co.
or registered assigns, the Principal Amount at Maturity of
[_______________________] DOLLARS ($[__________]) ("Principal Amount at
Maturity") or, if Contingent Additional Principal has accrued as specified on
the reverse side of this Note, then, MARKEL CORPORATION promises to pay to Cede
& Co. or registered assigns the Issue Price plus accrued Original Issue Discount
and accrued Contingent Additional Principal, if any, on June 5, 2031.

     This Note shall not bear interest except as specified on the reverse side
of this Note.  Original Issue Discount will accrue as specified on the reverse
side of this Note.  This Note is convertible as specified on the reverse side of
this Note.

     Additional provisions of this Note are set forth on the reverse side of
this Note.

Dated:  June 5, 2001                         MARKEL CORPORATION


                                              By:  _____________________________
                                                   Name:
                                                   Title:


TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

THE CHASE MANHATTAN BANK,
as Trustee, certifies that this
is one of the Notes referred
to in the within-mentioned Indenture.

By:  ________________________________________
     Authorized Officer

Dated:  June 5, 2001

                                     A-2-2
<PAGE>

                      [REVERSE SIDE OF CERTIFICATED NOTE]

                     Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)

1.   Interest.
     --------

     This Note shall not bear interest, except as specified in this paragraph or
in paragraph 5.A hereof.  If the Principal Amount at Maturity hereof or any
portion of such Principal Amount at Maturity is not paid when due (whether upon
acceleration pursuant to Section 502 of the Original Indenture, as amended by
Article 7 of the Supplemental Indenture, upon the date set for payment of the
Redemption Price pursuant to paragraph 6 hereof, upon the date set for payment
of the Purchase Price or Change in Control Purchase Price pursuant to paragraph
7 hereof or upon the Stated Maturity of this Note) or if Contingent Cash
Interest, if any, due hereon or any portion of such Contingent Cash Interest is
not paid when due in accordance with paragraph 5.A hereof, or if Contingent
Additional Principal, if any, due hereon or any portion of such Contingent
Additional Principal is not paid when due in accordance with paragraph 5.B
hereof, then in each such case the overdue amount shall, to the extent permitted
by law, bear interest at the rate of 4.25% per annum, compounded semi-annually,
which interest shall accrue from the date such overdue amount was originally due
to the date payment of such amount, including interest thereon, has been made or
duly provided for.  All such interest shall be payable on demand.  The accrual
of such interest on overdue amounts shall be in lieu of, and not in addition to,
the continued accrual of Original Issue Discount.

     Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Note), in the period during which a Note
remains outstanding, shall accrue at 4.25% per annum on the Issue Price, plus
any previously accrued Original Issue Discount plus the amount of any Contingent
Additional Principal, on a semi-annual bond equivalent basis using a 360-day
year comprised of twelve 30-day months, from the Issue Date of this Note.

2.   Method of Payment.
     -----------------

     Subject to the terms and conditions of the Indenture, the Company will make
payments in respect of Redemption Prices, Purchase Prices, Change in Control
Purchase Prices and at Stated Maturity to Holders who surrender Notes to a
Paying Agent to collect such payments in respect of the Notes.  In addition, the
Company will pay Contingent Cash Interest and Contingent Additional Principal,
if any.  The Company will pay cash amounts in money of the United States that at
the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

3.   Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.
     --------------------------------------------------------------------

     Initially, The Chase Manhattan Bank, a banking corporation organized and
existing under the laws of the State of New York (the "Trustee"), will act as
Paying Agent, Conversion Agent, Registrar and Bid Solicitation Agent.  The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar or Bid Solicitation Agent without notice, other than notice to the
Trustee, except that the Company will maintain at least one Paying Agent in the

                                     A-2-3
<PAGE>

State of New York, City of New York, Borough of Manhattan, which shall initially
be an office or agency of the Trustee.  The Company or any of its Subsidiaries
or any of their Affiliates may act as Paying Agent, Conversion Agent, Registrar
or co-registrar.  None of the Company, any of its Subsidiaries or any of their
Affiliates shall act as Bid Solicitation Agent.

4.   Indenture.
     ---------

     The Company has issued the Notes under an Indenture dated as of June 5,
2001 (the "Original Indenture"), between the Company and the Trustee, as
supplemented by a first supplemental indenture, dated as of June 5, 2001 (the
"Supplemental Indenture," and together with the Original Indenture, the
"Indenture").  The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Notes themselves and the
Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture.  The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Trust Indenture Act for a
statement of those terms.

     The Notes are unsecured and unsubordinated obligations of the Company
limited to $408,000,000 aggregate Principal Amount at Maturity (not including
Contingent Additional Principal, if any, and subject to Article 2 of the
Supplemental Indenture) and will rank equally in right of payment to all the
Company's present and future unsecured and unsubordinated indebtedness.  The
Indenture does not limit other indebtedness of the Company, secured or
unsecured.

5.A  Contingent Cash Interest.
     ------------------------

     Subject to the conditions of the Indenture and the accrual and record date
provisions specified in this paragraph 5.A, the Company shall pay Contingent
Cash Interest to the Holders during any six-month period (a "Contingent Cash
Interest Period") from June 6 to December 5 and from December 6 to June 5, with
the initial six-month period commencing after June 5, 2006, if the average LYONs
Market Price for the Five-Trading-Day Measurement Period with respect to such
Contingent Cash Interest Period equals 120% or more of the sum of the Issue
Price of a Note, Original Issue Discount accrued thereon to the day immediately
preceding the first day of the relevant Contingent Interest Period and
Contingent Additional Principal, if any, for such Note to the day immediately
preceding the first day of the applicable six-month period.

     Contingent Cash Interest, if any, will accrue and be payable to holders of
this Note as of the 15th day preceding the last day of the applicable six-month
period.  Original Issue Discount will continue to accrue at 4.25% whether or not
Contingent Cash Interest is paid.

     The amount of Contingent Cash Interest payable per $1,000 Principal Amount
at Maturity hereof in respect of any quarterly period of the applicable
Contingent Cash Interest Period shall equal the greater of (x) 0.0625% of the
average LYONs Market Price for the relevant Five-Trading-Day Measurement Period
and (y) the sum of all Regular Cash Dividends paid by the Company per share of
Common Stock during that three-month period of the applicable Contingent Cash

                                     A-2-4
<PAGE>

Interest Period multiplied by the number of shares of Common Stock into which
$1,000 Principal Amount at Maturity hereof is convertible pursuant to paragraph
9 hereof as of the accrual date for such Contingent Cash Interest.

     Upon determination that Holders will be entitled to receive Contingent Cash
Interest during a Contingent Cash Interest Period the Company shall issue a
press release and publish such information on its web site on the World Wide Web
as soon as practicable.

5.B  Contingent Additional Principal
     -------------------------------

     Subject to the conditions set forth in the Indenture, on June 5, 2002 and
June 5, 2004, if the Sale Price of the Common Stock is at or below the Threshold
Price (as set forth in Section 601 of the Supplemental Indenture) for the
Thirty-Trading-Day Measurement Period prior to that date, Contingent Additional
Principal on the Notes shall accrue commencing on such date at a rate of either
0.50% or 1.00% per annum for a period of two years, in accordance with the
schedule set forth in Section 601 of the Supplemental Indenture.  No Contingent
Additional Principal will accrue after June 5, 2006.

     Contingent Additional Principal, if any, shall be payable on the Stated
Maturity date of the Notes.  Contingent Additional Principal shall be calculated
on a semiannual bond equivalent basis, using a 360-day year consisting of twelve
30-day months.

     In the event that any Contingent Additional Principal accrues on the Notes,
the Company shall issue a press release to that effect.  In addition, the
Company shall publish such information on its website or through such other
comparable public medium as may be widely in use at that time.  The Company
shall also notify the Trustee annually in writing, at such time that the Company
files with the Trustee its annual reports or other information or documents
pursuant to Section 704 of the Original Indenture, of any accrual of Contingent
Additional Principal and the resulting increase in the Principal Amount at
Maturity per Note.  Following its receipt of such notice, the Trustee shall
provide such information to DTC for dissemination to the participants of DTC.

6.   Redemption at the Option of the Company.
     ---------------------------------------

     No sinking fund is provided for the Notes.  The Notes are redeemable as a
whole, or from time to time in part, at any time at the option of the Company at
the Redemption Prices set forth below, provided that the Notes are not
redeemable prior to June 5, 2006.

     The table below shows Redemption Prices of a Note per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect the Issue Price plus accrued Original Issue Discount calculated to each
such date and assumes that no Contingent Additional Principal is payable.  The
Redemption Price of a Note redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the next preceding date in the table and accrued Contingent Additional
Principal, if applicable.

                                     A-2-5
<PAGE>

<TABLE>

                                                    (1)                    (2)                   (3)
                                                    LYON           Accrued Original      Redemption Price
Redemption Date                                 Issue Price         Issue Discount           (1) + (2)
---------------                                 -----------         --------------           ---------
<S>                                    <C>                  <C>                   <C>
June 5, 2006.........................             $283.19               $ 66.27            $  349.46
June 5, 2007.........................             $283.19               $ 81.28            $  364.47
June 5, 2008.........................             $283.19               $ 96.93            $  380.12
June 5, 2009.........................             $283.19               $113.26            $  396.45
June 5, 2010.........................             $283.19               $130.29            $  413.48
June 5, 2011.........................             $283.19               $148.05            $  431.24
June 5, 2012.........................             $283.19               $166.57            $  449.76
June 5, 2013.........................             $283.19               $185.89            $  469.08
June 5, 2014.........................             $283.19               $206.04            $  489.23
June 5, 2015.........................             $283.19               $227.05            $  510.24
June 5, 2016.........................             $283.19               $248.97            $  532.16
June 5, 2017.........................             $283.19               $271.82            $  555.01
June 5, 2018.........................             $283.19               $295.66            $  578.85
June 5, 2019.........................             $283.19               $320.52            $  603.71
June 5, 2020.........................             $283.19               $346.45            $  629.64
June 5, 2021.........................             $283.19               $373.50            $  656.69
June 5, 2022.........................             $283.19               $401.70            $  684.89
June 5, 2023.........................             $283.19               $431.12            $  714.31
June 5, 2024.........................             $283.19               $461.80            $  744.99
June 5, 2025.........................             $283.19               $493.80            $  776.99
June 5, 2026.........................             $283.19               $527.17            $  810.36
June 5, 2027.........................             $283.19               $561.98            $  845.17
June 5, 2028.........................             $283.19               $598.28            $  881.47
June 5, 2029.........................             $283.19               $636.14            $  919.33
June 5, 2030.........................             $283.19               $675.63            $  958.82

At Stated Maturity...................             $283.19               $716.81            $   1,000
</TABLE>

                                     A-2-6
<PAGE>

7.   Purchase by the Company at the Option of the Holder.
     ----------------------------------------------------

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the Holder, the Notes held by
such Holder on the following Purchase Dates and at the following Purchase
Prices, plus Contingent Additional Principal, if any, per $1,000 Principal
Amount at Maturity, upon delivery of a Purchase Notice containing the
information set forth in the Indenture, at any time from the opening of business
on the date that is at least 20 Business Days prior to such Purchase Date until
the close of business on the Business Day immediately preceding such Purchase
Date and upon delivery of the Notes to the Paying Agent by the Holder as set
forth in the Indenture.



                   Purchase Date       Purchase Price
                   -------------       --------------
                   June 5, 2002           $295.35
                   June 5, 2004           $321.27
                   June 5, 2006           $349.46
                   June 5, 2011           $431.24
                   June 5, 2016           $532.16
                   June 5, 2021           $659.69
                   June 5, 2026           $810.36

     The Purchase Price may be paid, at the option of the Company, in cash or by
the issuance and delivery of shares of Common Stock of the Company, or in any
combination thereof.

     At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase all or a portion of
the Notes in integral multiples of $1,000 Principal Amount at Maturity held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company occurring on or prior to June 5, 2006 for a Change in
Control Purchase Price for each $1,000 Principal Amount at Maturity of such
Notes equal to the Issue Price plus accrued Original Issue Discount to the
Change in Control Purchase Date, which Change in Control Purchase Price shall be
paid in cash.

     Holders have the right to withdraw any Purchase Notice or Change in Control
Purchase Notice, as the case may be, by delivering to the Paying Agent a written
notice of withdrawal within the times and otherwise in accordance with the
provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture) sufficient to
pay the Purchase Price or Change in Control Purchase Price, as the case may be,
of all Notes or portions thereof to be purchased as of the Purchase Date or the
Change in Control Purchase Date, as the case may be, is deposited with the
Paying Agent on the Business Day following the Purchase Date or the Change in
Control Purchase Date, as the case may be, Original Issue Discount, Contingent
Cash Interest, if any, and Contingent Additional Principal, if any, shall cease
to accrue on such Notes (or portions thereof) immediately after such Purchase
Date or Change in Control Purchase Date, as the case may be, and the Holder
thereof shall have no other rights as such (other than the right to receive the
Purchase Price or Change in Control Purchase Price, as the case may be, if any,
upon surrender of such Note).

                                     A-2-7
<PAGE>

8.   Notice of Redemption.
     --------------------

     Notice of redemption will be mailed at least 30 days but not more than 60
days before the Redemption Date to each Holder of Notes to be redeemed at the
Holder's registered address.  If money sufficient to pay the Redemption Price of
all Notes (or portions thereof) to be redeemed on the Redemption Date is
deposited with the Paying Agent prior to or on the Redemption Date, immediately
after such Redemption Date, Original Issue Discount and Contingent Cash
Interest, if any, shall cease to accrue on such Notes or portions thereof.
Notes in denominations larger than $1,000 of Principal Amount at Maturity may be
redeemed in part but only in integral multiples of $1,000 of Principal Amount at
Maturity.

9.   Conversion.
     ----------

     Subject to the provisions of this paragraph 9 and the terms of the
Indenture and notwithstanding the fact that any other condition to conversion
has not been satisfied, Holders may surrender this Note for conversion into
shares of Common Stock at any time at their option until the close of business
on the Business Day immediately preceding June 5, 2031 if, as of the last day of
any calendar quarter beginning with the quarter ending on September 30, 2001,
the Sale Price of the Common Stock for at least 20 Trading Days in a period of
30 consecutive Trading Days ending on the last Trading Day of such quarter is
more than the conversion trigger price.  The "conversion trigger price" is a
reference percentage beginning at 120% and declining 0.08474% per quarter
thereafter to approximately 110% on the last day of the quarter ending March 31,
2031, of the accreted conversion price per share of Common Stock on the last day
of such quarter.  Notes subject to conversion pursuant to the condition to
conversion contained in this paragraph will remain convertible notwithstanding
changes to the Sale Price of the Common Stock after such Notes are deemed
convertible.

     The "accreted conversion price" per share of Common Stock as of any day
equals the quotient of:

          o the Issue Price plus accrued Original Issue Discount to that day and
            any accrued Contingent Additional Principal, divided by


          o the number of shares of Common Stock issuable upon conversion of
            $1,000 Principal Amount at Maturity of Notes on that day.

     The table below shows the conversion trigger price per share of Common
Stock in respect of each of the first 20 calendar quarters.  These prices
reflect the accreted conversion price per share of Common Stock (assuming that
no events occurred requiring an adjustment to the initial Conversion Rate of
1.1629 shares of Common Stock per $1,000 Principal Amount at Maturity)
multiplied by the applicable percentage for the respective calendar quarter.
Thereafter, the accreted conversion price per share of Common Stock increases
each calendar quarter by the accrued Original Issue Discount and any Contingent
Additional Principal for the quarter and the applicable percentage declines by
0.08474% per quarter.  The conversion trigger price for the calendar quarter
beginning April 1, 2031 is $938.92.

                                     A-2-8
<PAGE>

<TABLE>
<CAPTION>


                                                           (1)                                   (3)
                                                        Accreted              (2)             Conversion
                                                       Conversion          Applicable        Trigger Price
                   Quarter*                               Price            Percentage         (1) x (2)
                   --------                               -----            ----------         ---------
<S>                                                     <C>                 <C>                <C>
2001
  Fourth Quarter.............................            $246.86          120.00000%           $296.23
2002
  First Quarter..............................            $249.46          119.91526%           $299.14
  Second Quarter.............................            $252.10          119.83052%           $302.09
  Third Quarter..............................            $254.76          119.74578%           $305.06
  Fourth Quarter.............................            $257.46          119.66104%           $308.08
2003
  First Quarter..............................            $260.17          119.57630%           $311.11
  Second Quarter.............................            $262.93          119.49156%           $314.18
  Third Quarter..............................            $265.70          119.40682%           $317.27
  Fourth Quarter.............................            $268.52          119.32208%           $320.40
2004
  First Quarter..............................            $271.35          119.23734%           $323.55
  Second Quarter.............................            $274.22          119.15260%           $326.74
  Third Quarter..............................            $277.11          119.06786%           $329.95
  Fourth Quarter.............................            $280.05          118.98312%           $333.21
2005
  First Quarter..............................            $283.00          118.89838%           $336.49
  Second Quarter.............................            $286.00          118.81364%           $339.81
  Third Quarter..............................            $289.02          118.72890%           $343.15
  Fourth Quarter.............................            $292.08          118.64416%           $346.53
2006
  First Quarter..............................            $295.16          118.55942%           $349.94
  Second Quarter.............................            $298.28          118.47468%           $353.39
  Third Quarter..............................            $301.45          118.38994%           $356.86
</TABLE>
______________

*  This table assumes no events have occurred that would require an adjustment
   to the conversion rate.  Also assumes that no Contingent Additional Principal
   has been accrued.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact any other condition to conversion has not been
satisfied, Holders may convert the Notes into Common Stock on a Conversion Date
during any period in which the credit rating assigned to the Notes by a Rating
Agency is reduced to or below the Applicable Rating.  "Rating Agency" means (1)
Moody's Investors Service, Inc. and its successors ("Moody's") and (2) Standard
& Poor's Credit Market Services, a division of The McGraw-Hill Companies Inc.,
and its successors ("Standard & Poor's").  "Applicable Rating" means (1) Ba3, in
the case of Moody's (or its equivalent under any successor ratings categories of
Moody's), (2) BB-, in the case of Standard & Poor's (or its equivalent under any
successor ratings categories of Standard & Poor's) or (3) the equivalent in
respect of ratings categories of any Rating Agencies which are successors to
Moody's or Standard & Poor's.

                                     A-2-9
<PAGE>

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, a Holder may convert into Common Stock a Note or portion of a Note
which has been called for redemption pursuant to paragraph 6 hereof, even if the
Note, or any portion thereof, is not subject to conversion by the Holder,
provided such Notes are surrendered for conversion prior to the close of
business on the second Business Day immediately preceding the Redemption Date.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event that the Company declares a dividend or distribution
described in Section 407 of the Supplemental Indenture, or a dividend or a
distribution described in Section 408 of the Supplemental Indenture where the
fair market value of such dividend or distribution per share of Common Stock, as
determined in the Indenture, exceeds 15% of the Sale Price of the Common Stock
on the Trading Day immediately preceding the date of declaration for such
dividend or distribution, the Notes may be surrendered for conversion beginning
on the date the Company gives notice to the Holders of such right, which shall
not be less than 20 days prior to the Ex-Dividend Time for such dividend or
distribution, and Notes may be surrendered for conversion at any time thereafter
until the close of business on the Business Day prior to the Ex-Dividend Time or
until the Company announces that such dividend or distribution will not take
place.

     Subject to the provisions of this paragraph 9 and the Indenture and
notwithstanding the fact that any other condition to conversion has not been
satisfied, in the event the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the Common Stock would be converted
into cash, securities or other property as set forth in Section 414 of the
Supplemental Indenture, the Notes may be surrendered for conversion at any time
from and after the date which is 15 days prior to the date of the anticipated
effective time of such transaction announced by the Company until 15 days after
the actual effective date of such transaction, and at the effective time of such
transaction the right to convert a Note into Common Stock will be deemed to have
changed into a right to convert it into the kind and amount of cash, securities
or other property which the holder would have received if the holder had
converted its Note immediately prior to the transaction.

     A Note in respect of which a Holder has delivered a Purchase Notice or
Change in Control Purchase Notice exercising the option of such Holder to
require the Company to purchase such Note may be converted only if such notice
of exercise is withdrawn in accordance with the terms of the Indenture.

     The initial Conversion Rate is 1.1629 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment for certain events described
in the Indenture or this paragraph 9.  The Company will deliver cash or a check
in lieu of any fractional share of Common Stock.

     Contingent Additional Principal, if any, will not be paid on Notes that are
converted.  Contingent Cash Interest, if any, will not be paid on Notes that are
converted; provided, however, that Notes surrendered for conversion during the
period from the close of business on any date on which Contingent Cash Interest
accrues to the opening of business on the date on which such Contingent Cash

                                     A-2-10
<PAGE>

Interest is payable shall be entitled to receive such Contingent Cash Interest
payable on such Notes on the date on which such Contingent Cash Interest is
payable and (except Notes with respect to which the Company has mailed a notice
of redemption) Notes surrendered for conversion during such periods must be
accompanied by payment of an amount equal to the Contingent Cash Interest with
respect thereto that the registered Holder is to receive.

     To convert a Note, a Holder must (1) complete and manually sign the
conversion notice below (or complete and manually sign a facsimile of such
notice) and deliver such notice to the Conversion Agent, (2) surrender the Note
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if required by the Conversion Agent, the Company or the Trustee and
(4) pay any transfer or similar tax, if required.

     A Holder may only convert a portion of a Note pursuant to the terms of this
paragraph 9 and in accordance with the Indenture if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000.  No
payment or adjustment will be made for dividends on the Common Stock except as
provided herein and in the Indenture.  On conversion of a Note, that portion of
accrued Tax Original Issue Discount, accrued Original Issue Discount and
Contingent Additional Principal, if any, attributable to the period from the
Issue Date through the Conversion Date and (except as provided above) accrued
Contingent Cash Interest with respect to the converted Note shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through the delivery of the Common Stock (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Note being converted pursuant to the terms hereof; and the fair market value of
such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for accrued Tax Original Issue Discount, accrued Original Issue
Discount and accrued Contingent Additional Principal, if any, through the
Conversion Date and accrued Contingent Cash Interest, and the balance, if any,
of such fair market value of such Common Stock (and any such cash payment) shall
be treated as issued in exchange for the Issue Price of the Note being converted
pursuant to the provisions hereof.

     Pursuant to the terms and conditions of the Indenture, the Conversion Rate
will be adjusted for dividends or distributions on Common Stock payable in
Common Stock or other Capital Stock; subdivisions, combinations or certain
reclassifications of Common Stock; distributions to all holders of Common Stock
of certain rights to purchase Common Stock for a period expiring within 60 days
at less than the Sale Price of the Common Stock at the Time of Determination;
and distributions to such holders of assets or debt securities of the Company or
certain rights to purchase securities of the Company (excluding certain cash
dividends or distributions).  However, no adjustment need be made if Noteholders
may participate in the transaction or in certain other cases.  The Company from
time to time may voluntarily increase the Conversion Rate.

     If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a Note
into Common Stock may be changed into a right to convert it into securities,
cash or other assets of the Company or another person.

     The Conversion Rate will not be adjusted for accrued Original Issue
Discount, any Contingent Additional Principal or any Contingent Cash Interest.

                                     A-2-11
<PAGE>

10.  Defaulted Interest.
     ------------------

     Except as otherwise specified with respect to the Notes, any Contingent
Cash Interest on any Note shall forthwith cease to be payable to the registered
Holder thereof on the relevant Regular Record Date or accrual date, as the case
may be, by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Company as provided for in Section 502 of the Supplemental
Indenture.

11.  Denominations; Transfer; Exchange.
     ---------------------------------

     The Notes are in fully registered form, without coupons, in denominations
of $1,000 of Principal Amount at Maturity and integral multiples of $1,000.  A
Holder may transfer or exchange Notes in accordance with the Indenture.  The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.  The Registrar need not register the transfer
of or exchange any Notes selected for redemption (except, in the case of a Note
to be redeemed in part, the portion of the Note not to be redeemed) or any Notes
in respect of which a Purchase Notice or Change in Control Purchase Notice has
been given and not withdrawn (except, in the case of a Note to be purchased in
part, the portion of the Note not to be purchased) or any Notes for a period of
15 days before the mailing of a notice of redemption of Notes to be redeemed.

12.  Persons Deemed Owners.
     ---------------------

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

13.  Unclaimed Money or Securities.
     -----------------------------

     The Trustee and the Paying Agent shall return to the Company upon written
request any money or securities held by them for the payment of any amount with
respect to the Notes that remains unclaimed for two years, subject to applicable
unclaimed property laws.  After return to the Company, Holders entitled to the
money or securities must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person.

14.  Amendment; Waiver.
     -----------------

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture
or the Notes may be amended with the written consent of the Holders of at least
a majority in aggregate Principal Amount at Maturity of the Notes at the time
outstanding and (ii) certain Defaults may be waived with the written consent of
the Holders of a majority in aggregate Principal Amount at Maturity of the Notes
at the time outstanding.  Subject to certain exceptions set forth in the
Indenture, without the consent of any Noteholder, the Company and the Trustee
may amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with certain provisions of the Indenture, to secure
the Company's obligations under this Note, to add to the Company's covenants for
the benefit of the Noteholders, to surrender any right or power conferred, to
make any change that does not adversely affect the rights of any Noteholder, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, or as necessary in connection with the
registration of the Notes under the Securities Act.

                                     A-2-12

<PAGE>

15.  Defaults and Remedies.
     ---------------------

     If an Event of Default occurs and is continuing, the Trustee, or the
Holders of at least 25% in aggregate Principal Amount at Maturity of the Notes
at the time outstanding, may declare all the Notes to be due and payable
immediately.  Certain events of bankruptcy or insolvency are Events of Default
that will result in the Notes becoming due and payable immediately upon the
occurrence of such Events of Default.

     Noteholders may not enforce the Indenture or the Notes except as provided
in the Indenture.  The Trustee may refuse to enforce the Indenture or the Notes
unless it receives indemnity or security reasonably satisfactory to it.  Subject
to certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Notes at the time outstanding may direct the Trustee in its
exercise of any trust or power.  The Trustee may withhold from Noteholders
notice of any continuing Event of Default (except an Event of Default in payment
of amounts specified in Section 501(a) or Section 501(b) of the Original
Indenture, as amended by Article 7 of the Supplemental Indenture) if it
determines that withholding notice is in their interests.

16.  Trustee Dealings with the Company.
     ---------------------------------

     Subject to certain limitations imposed by the TIA, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its respective Affiliates and may otherwise deal with the
Company or its respective Affiliates with the same rights it would have if it
were not Trustee.

17.  No Recourse Against Others.
     --------------------------

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

18.  Authentication.
     --------------

     This Note shall not be valid until an authorized signatory of the Trustee
manually signs the Trustee's Certificate of Authentication on the other side of
this Note.

19.  Abbreviations.
     -------------

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

                                     A-2-13
<PAGE>

20.  GOVERNING LAW.
     -------------

     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS NOTE.

                                   ----------

          The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture.


              MARKEL CORPORATION
              4521 Highwoods Parkway
              Glen Allen
              Virginia 23060-6148
              Attention:  Gregory B. Nevers

                                     A-2-14
<PAGE>

<TABLE>
<CAPTION>

<S>                                             <C>
               ASSIGNMENT FORM                                 CONVERSION NOTICE
To assign this Note, fill in the form below:    To convert this Note into Common Stock of the
                                                Company, check the box:   [ ]
I or we assign and transfer this Note to:       To convert only part of this Note, state the
                                                Principal Amount at Maturity to be converted
___________________________________             (which must be $1,000 or an integral multiple
                                                of $1,000): $___________________________
___________________________________
(Insert assignee's Soc. Sec. or tax ID no.)



                                                If you want the stock certificate made out in
___________________________________             another person's name, fill in the form below:

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

                                                (Insert other person's Soc. Sec. or tax ID no.)
and irrevocably appoint _________________
agent to transfer this Note on the books of     ___________________________________
 the Company.  The agent may substitute
 another to act for him.                        ___________________________________
                                                (Print or type other person's name, address
                                                and zip code)

Date: ___________________________               Your
                                                Signature: ____________________________*
                                                (Sign exactly as your name appears on the
                                                other side of this Note)
</TABLE>


*    Your signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Trustee in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

                                    A-2-15
<PAGE>

                                    ANNEX 1
                          Projected Payment Schedule*




<TABLE>
<CAPTION>
                                                      Projected Payment per
                                                   $1,000 Principal Amount at
        Semi-Annual Period  Ending                     Maturity of Notes
<S>                                                <C>
            June 5, 2001                                      -
          December 5, 2001                                    -
            June 5, 2002                                      -
          December 5, 2002                                    -
            June 5, 2003                                      -
          December 5, 2003                                    -
            June 5, 2004                                      -
          December 5, 2004                                    -
            June 5, 2005                                      -
          December 5, 2005                                    -
            June 5, 2006                                      -
          December 5, 2006                                    -
            June 5, 2007                                      -
          December 5, 2007                                    -
            June 5, 2008                                      -
          December 5, 2008                                    -
            June 5, 2009                                      -
          December 5, 2009                                    -
            June 5, 2010                                      -
          December 5, 2010                                    -
            June 5, 2011                                    $0.64
          December 5, 2011                                  $0.67
            June 5, 2012                                    $0.70
          December 5, 2012                                  $0.73
            June 5, 2013                                    $0.76
          December 5, 2013                                  $0.80
            June 5, 2014                                    $0.83
          December 5, 2014                                  $0.87
            June 5, 2015                                    $0.91
          December 5, 2015                                  $0.95
            June 5, 2016                                    $0.99
          December 5, 2016                                  $1.04

</TABLE>


----------

*    The comparable yield and the schedule of projected payments are determined
on the basis of an assumption of linear growth of the stock price and a constant
dividend yield and are not determined for any purpose other than for the
determination of interest accruals and adjustments thereof in respect of the
Securities for United States federal income tax purposes. The comparable yield
and the schedule of projected payments do not constitute a projection or
representation regarding the amounts payable on Securities.
<PAGE>

<TABLE>
<CAPTION>
<S>                                                <C>
            June 5, 2017                                    $1.08
          December 5, 2017                                  $1.13
            June 5, 2018                                    $1.18
          December 5, 2018                                  $1.24
            June 5, 2019                                    $1.29
          December 5, 2019                                  $1.35
            June 5, 2020                                    $1.41
          December 5, 2020                                  $1.48
            June 5, 2021                                    $1.54
          December 5, 2021                                  $1.61
            June 5, 2022                                    $1.68
          December 5, 2022                                  $1.76
            June 5, 2023                                    $1.84
          December 5, 2023                                  $1.92
            June 5, 2024                                    $2.01
          December 5, 2024                                  $2.10
            June 5, 2025                                    $2.19
          December 5, 2025                                  $2.29
            June 5, 2026                                    $2.39
          December 5, 2026                                  $2.50
            June 5, 2027                                    $2.61
          December 5, 2027                                  $2.73
            June 5, 2028                                    $2.85
          December 5, 2028                                  $2.98
            June 5, 2029                                    $3.12
          December 5, 2029                                  $3.26
            June 5, 2030                                    $3.40
          December 5, 2030                                  $3.56
            June 5, 2031                                  $3,109.51
</TABLE>