<PAGE>   1
                                                                    Exhibit 4.02













                               JABIL CIRCUIT, INC.

                                       and

                              THE BANK OF NEW YORK,

                                   As Trustee

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

                          FIRST SUPPLEMENTAL INDENTURE

                             DATED AS OF MAY 2, 2001

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

                            Supplemental to Indenture

                             DATED AS OF MAY 2, 2001

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

                         Creating a series of Securities
                                   designated
                  1.75% Convertible Subordinated Notes due 2021


<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                     ARTICLE ONE

                                  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


<S>               <C>                                                                                            <C>
Section 101       DEFINITIONS.....................................................................................2

                                                     ARTICLE TWO

                                                      THE NOTES

Section 201       DESIGNATION OF NOTES; ESTABLISHMENT OF FORM.....................................................6

Section 202       TRANSFER AND EXCHANGE...........................................................................8

Section 203       AMOUNT..........................................................................................9

Section 204       INTEREST........................................................................................9

Section 205       DENOMINATIONS..................................................................................10

Section 206       PLACE OF PAYMENT...............................................................................10

Section 207       STATED MATURITY................................................................................10

Section 208       APPLICABILITY OF CERTAIN INDENTURE PROVISIONS..................................................10

Section 209       DISCHARGE OF LIABILITY ON NOTES................................................................10

Section 210       RANKING........................................................................................10

                                                    ARTICLE THREE

                                             AMENDMENTS TO THE INDENTURE

Section 301       PROVISIONS APPLICABLE ONLY TO NOTES............................................................10

Section 302       PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.................................................11

Section 303       [reserved].....................................................................................11

Section 304       REPAYMENT TO THE COMPANY.......................................................................11

Section 305       EVENTS OF DEFAULT..............................................................................11

Section 306       UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST......................13

Section 307       OPTIONAL REDEMPTION............................................................................14
</TABLE>


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<PAGE>   3
<TABLE>
<CAPTION>

                                                    ARTICLE FOUR

                                                     CONVERSION

<S>               <C>                                                                                           <C>
Section 401       CONVERSION RIGHTS..............................................................................14

Section 402       CONVERSION RIGHTS BASED ON COMMON STOCK PRICE..................................................14

Section 403       CONVERSION RIGHTS UPON NOTICE OF REDEMPTION....................................................14

Section 404       CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS............................15

Section 405       CONVERSION PROCEDURES..........................................................................15

Section 406       FRACTIONAL SHARES..............................................................................16

Section 407       TAXES ON CONVERSION............................................................................16

Section 408       COMPANY TO PROVIDE COMMON STOCK................................................................17

Section 409       ADJUSTMENT OF CONVERSION PRICE.................................................................17

Section 410       NO ADJUSTMENT..................................................................................20

Section 411       ADJUSTMENT FOR TAX PURPOSES....................................................................21

Section 412       NOTICE OF ADJUSTMENT...........................................................................21

Section 413       NOTICE OF CERTAIN TRANSACTIONS.................................................................21

Section 414       EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON CONVERSION PRIVILEGE..............22

Section 415       TRUSTEE'S DISCLAIMER...........................................................................22

Section 416       VOLUNTARY DECREASE.............................................................................23

                                                    ARTICLE FIVE

                                  REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY

Section 501       GENERAL........................................................................................23

                                                     ARTICLE SIX

                                      PURCHASE OF NOTES AT OPTION OF THE HOLDER

Section 601       GENERAL........................................................................................23

Section 602       THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE...............................25

</TABLE>


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<TABLE>
<CAPTION>
<S>               <C>                                                                                           <C>
Section 603       PURCHASE WITH CASH.............................................................................26

Section 604       PAYMENT BY ISSUANCE OF COMMON STOCK............................................................26

Section 605       NOTICE OF ELECTION.............................................................................27

Section 606       COVENANTS OF THE COMPANY.......................................................................28

Section 607       PROCEDURE UPON PURCHASE........................................................................28

Section 608       TAXES..........................................................................................29

Section 609       EFFECT OF PURCHASE NOTICE......................................................................29

Section 610       DEPOSIT OF PURCHASE PRICE......................................................................30

Section 611       SECURITIES PURCHASED IN PART...................................................................30

Section 612       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES....................................30

Section 613       REPAYMENT TO THE COMPANY.......................................................................31

                                                    ARTICLE SEVEN

                                      PURCHASE OF NOTES AT OPTION OF THE HOLDER
                                               UPON FUNDAMENTAL CHANGE

Section 701       RIGHT TO REQUIRE PURCHASE......................................................................31

Section 702       EFFECT OF FUNDAMENTAL CHANGE PURCHASE NOTICE...................................................34

Section 703       DEPOSIT OF FUNDAMENTAL CHANGE PURCHASE PRICE...................................................34

Section 704       SECURITIES PURCHASED IN PART...................................................................35

Section 705       COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES....................................35

Section 706       REPAYMENT TO THE COMPANY.......................................................................35

                                                    ARTICLE EIGHT

                                                    SUBORDINATION

Section 801       TERMS AND CONDITIONS OF SUBORDINATION..........................................................36

Section 802       DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND REORGANIZATION..........................37

Section 803       APPLICATION OF ARTICLE 16 OF THE INDENTURE.....................................................40

</TABLE>



                                      iii
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<TABLE>
<CAPTION>

                                                    ARTICLE NINE

                                              MISCELLANEOUS PROVISIONS
<S>               <C>                                                                                           <C>
Section 901       INTEGRAL PART..................................................................................41

Section 902       GENERAL DEFINITIONS............................................................................41

Section 903       ADOPTION, RATIFICATION AND CONFIRMATION........................................................41

Section 904       COUNTERPARTS...................................................................................41

Section 905       GOVERNING LAW..................................................................................41

Section 906       CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT OF 1939........................41

Section 907       EFFECT OF HEADINGS.............................................................................42

Section 908       SEVERABILITY OF PROVISIONS.....................................................................42

Section 909       SUCCESSORS AND ASSIGNS.........................................................................42

Section 910       BENEFIT OF SUPPLEMENTAL INDENTURE..............................................................42

Section 911       ACCEPTANCE BY TRUSTEE..........................................................................42

Section 912       CALCULATIONS...................................................................................42


ANNEX A           ..............................................................................................A-1

</TABLE>


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                               JABIL CIRCUIT, INC.

                          FIRST SUPPLEMENTAL INDENTURE

         THIS FIRST SUPPLEMENTAL INDENTURE, dated as of May 2, 2001, between
Jabil Circuit, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"), and The Bank of New York, a New York banking
corporation, having its principal corporate trust office in The City of New
York, New York, as trustee (the "Trustee").

                                   WITNESSETH

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of May 2, 2001 (the "Indenture"), providing for
the issuance from time to time of its subordinated debentures, notes, bonds or
other evidences of indebtedness (hereinafter called "Securities") in one or more
fully registered series;

         WHEREAS, Section 9.1 of the Indenture provides that the Company and the
Trustee may from time to time enter into one or more indentures supplemental
thereto to establish the form or terms of Securities of a new series;

         WHEREAS, Section 3.1 of the Indenture provides that the Company may
enter into supplemental indentures to establish the terms and provisions of a
series of Securities issued pursuant to the Indenture;

         WHEREAS, the Company desires to issue up to $345,000,000 1.75%
Convertible Subordinated Notes due 2021 (the "Notes"), a new series of
Securities, the issuance of which was authorized by resolutions of the Board of
Directors of the Company, dated November 23, 1999 and July 27, 2000, and by
resolution of the Pricing Committee of the Board of Directors of the Company,
dated April 26, 2001;

         WHEREAS, the Company, pursuant to the foregoing authority, proposes in
and by this First Supplemental Indenture to supplement and amend in certain
respects the Indenture insofar as it will apply only to the Notes (and not to
any other series); and

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

         NOW THEREFORE:

         In consideration of the premises provided for herein, the Company and
the Trustee mutually covenant and agree for the equal and proportionate benefit
of all Holders of the Notes as follows:


<PAGE>   7

                                  ARTICLE ONE

                              DEFINITIONS AND OTHER
                        PROVISIONS OF GENERAL APPLICATION

Section 101 DEFINITIONS.

         For all purposes of the Indenture and this First 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 defined in this Article have the meanings assigned to them in this
Article. Each capitalized term that is used in this First Supplemental Indenture
but not defined herein shall have the meaning specified in the Indenture. Except
as otherwise specified, section references are to sections of this First
Supplemental Indenture.

         "AGENT MEMBERS" has the meaning specified in Section 201(b).

         "APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of beneficial ownership interests in a Global Security, the rules and procedures
of the Depository that are applicable to such transfer or exchange.

         "BENEFICIAL OWNER" has the meaning specified in Section 701(a).

         "BUSINESS DAY" means any day which is not a Saturday, Sunday or other
day on which banking institutions in the State of New York are authorized or
required by law to close.

         "CERTIFICATED SECURITY" means a Security that is in substantially the
form attached hereto as ANNEX A.

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

         "COMPANY NOTICE" has the meaning specified in Section 605.

         "COMPANY NOTICE DATE" has the meaning specified in Section 603(5).

         "CONVERSION AGENT" shall be the agent specified in Section 201(d).

         "CONVERSION DATE" has the meaning specified in Section 405.

         "CONVERSION NOTICE" has the meaning specified in Section 405.

         "CONVERSION PRICE" has the meaning specified in Section 402.

         "CONVERSION RATE" has the meaning specified in Section 401.

         "CREDIT FACILITY" means the Company's Amended and Restated Loan
Agreement, dated as of April 7, 2000, as amended, among the Company, certain of
its subsidiaries and certain lenders named therein, as it may be amended from
time to time.




                                       2
<PAGE>   8

         "CURRENT MARKET PRICE," on any date, means, with respect to the Common
Stock of the Company, the average of the daily closing or last sale prices for
the shorter of:

                  (1) 10 consecutive Business Days ending on the last full
         trading day on the exchange or market referred to in determining the
         daily closing or last sale prices prior to the Time of Determination;
         or

                  (2) the period commencing on the date next succeeding the
         first public announcement of the issuance of rights or warrants or
         distribution through the last full trading day prior to the Time of
         Determination.

         "DEPOSITORY" has the meaning specified in Section 201(a).

         "DESIGNATED SENIOR INDEBTEDNESS" means:

                  (1) Indebtedness outstanding on the date hereof;

                  (2) the Company's obligations under any particular Senior
         Indebtedness in which the instrument creating or evidencing the same or
         the assumption or guarantee thereof, or related agreements or documents
         to which we are a party, expressly provides that such indebtedness
         shall be Designated Senior Indebtedness for purposes of this First
         Supplemental Indenture; and

                  (3) Indebtedness outstanding from time to time under the
         Credit Facility, as amended, restated, enlarged, replaced or refinanced
         from time to time.

         "DISQUALIFIED STOCK" means any Capital Stock of the Company that, by
its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after May 15, 2021.

         "EXCESS PAYMENT" means the excess of the aggregate of the cash and
value of other consideration paid by the Company or any of its Subsidiaries with
respect to shares acquired in a tender offer over the market value of such
acquired shares after giving effect to the completion of a tender offer.

         "EXPIRATION DATE" has the meaning specified in Section 409(d)(2).

         "EXPIRATION TIME" has the meaning specified in Section 409(d)(2).

         "FUNDAMENTAL CHANGE" has the meaning specified in Section 701(a).

         "FUNDAMENTAL CHANGE OFFER" means an offer by the Company to pay cash on
the Fundamental Change Purchase Date equal to the Fundamental Change Purchase
Price.

         "FUNDAMENTAL CHANGE PURCHASE DATE" has the meaning specified in Section
701(b).



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<PAGE>   9

         "FUNDAMENTAL CHANGE PURCHASE NOTICE" has the meaning specified in
Section 701(c).

         "FUNDAMENTAL CHANGE PURCHASE PRICE" means, in connection with a
Fundamental Change Offer, 100% of the aggregate principal amount of Notes to be
purchased in such offer, together with interest accrued to, but excluding, the
Fundamental Change Purchase Date.

         "GLOBAL SECURITY" means a permanent global Security that is in
substantially the form attached hereto as ANNEX A and which is deposited with
the Depository or the Securities Custodian and registered in the name of the
Depository or its nominee.

         "INDEBTEDNESS" means, without duplication, (a) any liability of the
Company or any Subsidiary (provided, that for purposes of the definition of
Senior Indebtedness, Indebtedness shall refer only to the Company's
Indebtedness) (1) for borrowed money, or under any reimbursement obligation
relating to a letter of credit, or (2) evidenced by a bond, note, debenture or
similar instrument, or (3) for payment obligations arising under any conditional
sale or other title retention arrangement (including a purchase money
obligation) given in connection with the acquisition of any businesses,
properties or assets of any kind, or (4) consisting of the discounted rental
stream properly classified in accordance with generally accepted accounting
principles on the balance sheet of the Company or any Subsidiary, as lessee, as
a capitalized lease obligation, or (5) under Currency Agreements and Interest
Rate Agreements, to the extent not otherwise included in this definition; (b)
any liability of others of a type described in the preceding clause (a) to the
extent that the Company or any Subsidiary has guaranteed or is otherwise legally
obligated in the respect thereof; and (c) any amendment, supplement,
modification, deferral, renewal, extension or refunding of any liability of the
types referred to in clauses (a) and (b) above. "Indebtedness" shall not be
construed to include (x) trade payables or credit on open account to trade
creditors incurred in the ordinary cause of business or (y) obligations or
liabilities incurred in connection with the sale, transfer or other disposition
of property in connection with the securitization or other asset-based financing
thereof; PROVIDED HOWEVER that any such sale, transfer or other disposition
shall be for valid consideration and shall not be to prefer directly or
indirectly any holder of any other obligation or Indebtedness of us or any
Subsidiary as to any such other obligation or Indebtedness that was already
outstanding and did not previously benefit from a Lien.

         "INDENTURE" has the meaning specified in the first recital hereto.

         "INTEREST PAYMENT DATE" has the meaning specified in Section 204.

         "ISSUE DATE" of any Note means the date on which the Note was
originally issued or deemed issued as set forth on the face of the Note.

         "MARKET PRICE" has the meaning specified in Section 604.

         "NASDAQ" means the NASDAQ National Market.

         "NOTES" has the meaning specified in the fourth recital hereto.

         "NYSE" means the New York Stock Exchange.



                                       4
<PAGE>   10

         "PAYMENT BLOCKAGE NOTICE" has the meaning specified in Section 801.

         "PAYMENT BLOCKAGE PERIOD" has the meaning specified in Section 801.

         "PAYMENT DEFAULT" has the meaning specified in Section 801.

         "PERMITTED HOLDER" has the meaning specified in Section 701(a).

         "PERMITTED JUNIOR SECURITIES" means:

                  (1) shares of any class of the Company's Capital Stock other
         than Disqualified Stock; or

                  (2) securities of the Company other than Disqualified Stock
         that are subordinated in right of payment to all Senior Indebtedness
         that may be outstanding at the time of issuance or delivery of such
         securities to substantially the same extent as, or to a greater extent
         than, the Notes.

         "PURCHASE DATE" means each of May 15, 2004, May 15, 2006, May 15, 2009
and May 15, 2014.

         "PURCHASE NOTICE" has the meaning specified in Section 601.

         "PURCHASE PRICE" means

                  (1) in the event that the Company has elected to pay the
         Purchase Price, in whole or in part, in shares of Common Stock, the
         number of shares of common stock equal to the portion of the Purchase
         Price to be paid in Common Stock divided by 95% of the Market Price; or

                  (2) in the event that the Company has elected to pay the
         Purchase Price in cash, $1,000 per $1,000 principal amount of Notes;

plus, in either case, accrued and unpaid interest to, but excluding, the
applicable Purchase Date.

         "PURCHASED SHARES" has the meaning specified in Section 409(d)(2).

         "PURCHASES" has the meaning specified in Section 409(d)(3).

         "REDEMPTION DATE" has the meaning specified in Annex A hereto.

         "REDEMPTION PRICE" has the meaning specified in Annex A hereto.

         "REGULAR RECORD DATE" has the meaning specified in Section 204.

         "SALE PRICE" has the meaning specified in Section 604.

         "SECURITIES" has the meaning specified in the first recital hereto.




                                       5
<PAGE>   11

         "SECURITIES CUSTODIAN" means the Trustee, as custodian with respect to
the Securities in global form, or any successor thereto.

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

         "SENIOR INDEBTEDNESS" means, with respect to the Notes, all of the
Company's Indebtedness outstanding at any time, except (1) the Notes, (2)
Indebtedness as to which, by the terms of the instrument creating or evidencing
the same, it is provided that such Indebtedness is subordinated to or ranks PARI
PASSU with the Notes, (3) Indebtedness of the Company to an Affiliate, (4)
interest accruing after the filing of a petition initiating any bankruptcy,
insolvency or other similar proceeding unless such interest is an allowed claim
enforceable against the Company in a proceeding under federal or state
bankruptcy laws and (5) trade accounts payable.

         "STATED MATURITY" has the meaning specified in Section 207.

         "TENDER OFFER" has the meaning specified in Section 409(d)(3).

         "TENDERED SHARES" has the meaning specified in Section 409(d)(3).

         "TIME OF DETERMINATION" has the meaning specified in Section 409(d)(1).

         "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 NASDAQ or, if the Common Stock is not quoted on
the NASDAQ, on the other principal market on which the Common Stock is then
traded.

         "TRIGGER EVENT" has the meaning specified in Section 409(c).

         "TRIGGERING DISTRIBUTION" has the meaning specified in Section
409(d)(1).

                                  ARTICLE TWO

                                    THE NOTES

Section 201       DESIGNATION OF NOTES; ESTABLISHMENT OF FORM.

         There shall be a series of Securities designated "1.75% Convertible
Subordinated Notes due 2021" of the Company, and the form thereof shall be
substantially as set forth in ANNEX A hereto, which is incorporated into and
shall be deemed a part of this First Supplemental Indenture, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by the Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers of the Company executing
such Notes, as evidenced by their execution of the Notes.



                                       6
<PAGE>   12

         (a) REGISTERED SECURITIES. The certificates for the Notes shall be
Registered Securities and shall be issued initially in the form of one or more
Global Securities, which shall be deposited on behalf of the purchasers of the
Notes represented thereby with the Trustee, at its Corporate Trust Office, as
Securities Custodian for the depositary, The Depository Trust Company (such
depositary, or any successor thereto, being hereinafter referred to as the
"Depository"), and registered in the name of its nominee, Cede & Co., duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

         (b) GLOBAL SECURITIES IN GENERAL. Each Global Security shall represent
such of the Outstanding Notes as shall be specified therein and each shall
provide that it shall represent the aggregate principal amount of Outstanding
Notes and that the aggregate principal amount of Outstanding Notes represented
thereby may from time to time be reduced, as appropriate, to reflect
redemptions, purchases or conversions of such Notes. Any decrease in the
principal amount of Outstanding Notes represented thereby shall be made by the
Securities Custodian in accordance with the standing instructions and procedures
existing between the Depository and the Securities Custodian.

                  Neither any members of, or participants in, the Depository
("Agent Members") nor any other Persons on whose behalf Agent Members may act
shall have rights under this Indenture with respect to any Global Security held
in the name of the Depository or any nominee thereof, or under the Global
Security, and the Depository (including, for this purpose, its nominee) 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 Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall (A) prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depository or (B) impair, as between the Depository, its Agent Members and
any other Person on whose behalf an Agent Member may act, the operation of
customary practices governing the exercise of the rights of a Holder of any
Note.

         (c) CERTIFICATED SECURITIES. Certificated Securities shall be issued
only under the limited circumstances provided in Sections 202(a)(1) hereof.

         (d) PAYING AGENT AND CONVERSION AGENT. The Company shall maintain 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 may have one or more additional paying agents
and one or more additional conversion agents.

                  The Company shall enter into an appropriate agency agreement
with any Paying Agent or Conversion Agent (other than the Trustee). The
agreement shall implement the provisions of the Indenture and this First
Supplemental 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 Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 6.6
of the Indenture. The Company or any Subsidiary or an Affiliate of either of
them may act as Paying Agent or Conversion Agent.



                                       7
<PAGE>   13

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

Section 202 TRANSFER AND EXCHANGE.

         (a) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.

                  (1) Certificated Securities shall be issued in exchange for
         interests in the Global Securities only if (i) the Depository notifies
         the Company that it is unwilling or unable to continue as depositary
         for the Global Securities, (ii) the Depository ceases to be a "clearing
         agency" registered under the Securities Exchange Act if so required by
         applicable law or regulation and a successor depositary is not
         appointed by the Company within 90 days, (iii) the Company in its sole
         discretion determines that the Global Securities shall be exchangeable
         for Certificated Securities or (iv) there shall have occurred and be
         continuing an Event of Default. In either case, the Company shall
         execute, and the Trustee shall, upon receipt of a Company Order (which
         the Company agrees to deliver promptly), authenticate and deliver
         Certificated Securities in an aggregate principal amount equal to the
         principal amount of such Global Securities in exchange therefor.
         Certificated Securities issued in exchange for beneficial interests in
         Global Securities shall be registered in such names and shall be in
         such authorized denominations as the Depository, pursuant to
         instructions from its direct or indirect participants or otherwise,
         shall instruct the Trustee. The Trustee shall deliver or cause to be
         delivered such Certificated Securities to the persons in whose names
         such Certificated Securities are so registered. Such exchange shall be
         effected in accordance with the Applicable Procedures. Nothing herein
         shall require the Trustee to communicate directly with beneficial
         owners, and the Trustee shall in connection with any transfers
         hereunder be entitled to rely on instructions received through the
         registered Holder.

                           In the event that Certificated Securities are issued
         in exchange for beneficial interests in Global Securities in accordance
         with the foregoing paragraph and, thereafter, the events or conditions
         specified in this Section 202(a)(1) which required such exchange shall
         have ceased to exist, the Company shall mail notice to the Trustee and
         to the Holders stating that Holders may exchange Certificated
         Securities for interests in Global Securities by complying with the
         procedures set forth in this Indenture and briefly describing such
         procedures and the events or circumstances requiring that such notice
         be given.

                  (2) Notwithstanding any other provisions of this First
         Supplemental Indenture other than the provisions set forth in Section
         202(a)(1) hereof, a Global Security may not be transferred, except as a
         whole by the Depository to a nominee of the Depository or by a nominee
         of the Depository to the Depository or another nominee of the
         Depository or by the Depository or any such nominee to a successor
         Depository or a nominee of such successor Depository. Nothing in this
         Section 202(a)(2) shall prohibit or render ineffective any transfer of
         a beneficial interest in a Global Security effected in accordance with
         the other provisions of this Section 202.



                                       8
<PAGE>   14

         (b) TRANSFER AND EXCHANGE OF CERTIFICATED SECURITIES. When Certificated
Securities are presented by a Holder to a Security Registrar with a request:

                           (1) to register the transfer of the Certificated
         Securities to a person who will take delivery thereof in the form of
         Certificated Securities only; or

                           (2) to exchange such Certificated Securities for an
         equal principal amount of Certificated Securities of other authorized
         denominations,

such Security Registrar shall register the transfer or make the exchange as
requested; PROVIDED, HOWEVER, that the Certificated Securities presented or
surrendered for register of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in accordance with the ninth
paragraph of Section 3.5 of the Indenture.

(c) TRANSFERS TO THE COMPANY. Nothing in this First Supplemental Indenture or in
the Notes shall prohibit the sale or other transfer of any Notes (including
beneficial interests in Global Securities) to the Company or any of its
Subsidiaries, which Notes shall thereupon be canceled in accordance Section 3.9
of the Indenture.

Section 203 AMOUNT.

         (a) The Trustee shall authenticate and deliver Notes for original issue
in an aggregate principal amount of up to $345,000,000 upon one or more Company
Orders for the authentication and delivery of Notes, without any further action
by the Company. The aggregate principal amount of Notes that may be
authenticated and delivered under the Indenture may not exceed the amount set
forth in the foregoing sentence, except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes
pursuant to Section 202 of this First Supplemental Indenture or Sections 3.5,
3.6 or 11.7 of the Indenture.

         (b) The Company may not issue new Notes to replace Notes that it has
paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article Four.

Section 204 INTEREST.

         The principal of the Notes shall bear interest at the rate of 1.75% per
annum from May 2, 2001 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually in arrears on
May 15 and November 15 of each year (each, an "Interest Payment Date"),
commencing November 15, 2001, to the Persons in whose names the Notes are
registered at the close of business on the May 1 or November 1 (whether or not a
Business Day), as the case may be, immediately preceding such Interest Payment
Date (each, a "Regular Record Date"). Interest on the Notes shall be computed on
the basis of a 360-day year comprised of twelve 30-day months.

         Maturity, conversion, purchase by the Company at the option of the
Holder or redemption of a Note shall cause interest to cease to accrue on such
Note subject to the Company's obligation to pay interest on overdue amounts in
accordance with Section 5.3 of the Indenture and the terms of the Notes.




                                       9
<PAGE>   15

Section 205 DENOMINATIONS.

         The Notes shall be issued without coupons in minimum denominations of
$1,000 or any integral multiple thereof.

Section 206 PLACE OF PAYMENT.

         The Place of Payment for the Notes and the place or places where the
Notes may be surrendered for registration of transfer, exchange, repurchase,
redemption or conversion and where notices may be given to the Company in
respect of the Notes is at the office of the Trustee in New York, New York and
at the agency of the Trustee maintained for that purpose at the office of the
Trustee; PROVIDED, HOWEVER, that payment of interest may be made at the option
of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account previously specified in writing by
such Person to the Company and the Trustee.

Section 207 STATED MATURITY.

         The date on which the principal of the Notes is due and payable, unless
earlier converted, accelerated, redeemed or repurchased pursuant to the
Indenture or this First Supplemental Indenture, shall be May 15, 2021, which
shall be the "Stated Maturity" thereof for the purposes of the Indenture and
this First Supplemental Indenture.

Section 208 APPLICABILITY OF CERTAIN INDENTURE PROVISIONS

         The provisions of Section 4.2 of the Indenture relating to defeasance
and covenant defeasance shall not be applicable to the Notes.

Section 209 DISCHARGE OF LIABILITY ON NOTES.

         The Notes may be discharged by the Company in accordance with the
provisions of Article Four of the Indenture, subject to the subordination
provisions of the Notes.

Section 210 RANKING

         The Notes are, to the extent provided herein, unsecured obligations of
the Company, subordinate and subject in right of payment to the prior payment in
full of all Senior Indebtedness.

                                 ARTICLE THREE

                           AMENDMENTS TO THE INDENTURE

Section 301 PROVISIONS APPLICABLE ONLY TO NOTES.

         The provisions contained herein shall apply to the Notes only and not
to any other series of Security issued under the Indenture and any covenants
provided herein are expressly being included solely for the benefit of the Notes
and not for the benefit of any other series of Security




                                       10
<PAGE>   16

issued under the Indenture. These amendments shall be effective for so long as
there remain any Notes Outstanding.

Section 302 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         The Indenture is hereby amended, subject to Section 301 hereof and with
respect to the Notes only, by replacing the final paragraph in Section 3.7 of
the Indenture with the following paragraphs:

         On conversion of a Holder's Notes, such Holder shall not receive any
cash payment of interest. The Company's delivery to a Holder of the full number
of shares of Common Stock into which a Note is convertible, together with any
cash payment for such Holder's fractional shares, shall be deemed to satisfy the
Company's obligation to pay the principal amount at maturity of the Note and to
satisfy the Company's obligation to pay accrued interest attributable to the
period from the most recent Interest Payment Date through the Conversion Date
(unless such Notes or portions thereof have been called for redemption in
accordance with Article 5 hereof on a Redemption Date that occurs between a
Regular Record Date and the Interest Payment Date to which it relates, in which
case any accrued interest shall be paid to the Holders of record of such Notes
at the close of business on such Regular Record Date).

         Notwithstanding the above, if any Notes are converted after a Regular
Record Date but prior to the next succeeding Interest Payment Date, Holders of
such Notes at the close of business on such Regular Record Date shall receive
the interest payable on such Notes on the corresponding Interest Payment Date
notwithstanding the conversion. Such Notes, upon surrender for conversion, must
be accompanied by funds equal to the amount of interest payable on the principal
amount of the Notes so converted, unless such Notes have been called for
redemption on a Redemption Date that occurs between a Regular Record Date and
the Interest Payment Date to which it relates, in which case no such payment
shall be required.

Section 303 [reserved]

Section 304 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 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 Holders of Notes with respect to such money or securities for that period
commencing after the return thereof.

Section 305 EVENTS OF DEFAULT.

         (a) The Indenture is hereby amended, subject to Section 301 hereof and
with respect to the Notes only, by replacing Section 5.1 of the Indenture with
the following paragraph:

         "Event of Default," wherever used herein, means with respect to the
Notes any one of the following events (whatever the reason for such Event of
Default and whether it shall be



                                       11
<PAGE>   17

voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1) default in payment of any interest on any Notes, when such
         interest becomes due and payable, and continuance of such default for a
         period of 30 days, whether or not such payment is prohibited by the
         subordination provisions of this First Supplemental Indenture;

                  (2) default in payment of principal or any premium with
         respect to any Note, when due upon maturity, optional redemption,
         repurchase or otherwise;

                  (3) default by the Company in the performance, or breach, of
         any other covenant or warranty in the Indenture (other than a covenant
         or warranty included therein solely for the benefit of one or more
         series of Securities other than the Notes) or any Note which shall not
         have been remedied for a period of 60 days after delivery written
         notice to the Company by the Trustee or the Holders of not less than
         25% in aggregate principal amount of the Outstanding Notes;

                  (4) there occurs with respect to any issue or issues of
         Indebtedness (including an Event of Default under any other series of
         Securities) or any Restricted Subsidiary having an outstanding
         principal amount of $50,000,000 or more in the aggregate for all such
         issues of all such Persons, whether such Indebtedness exists on the
         date hereof or shall hereafter be created, (a) an event of default that
         has caused the holder thereof to declare such Indebtedness to be due
         and payable prior to its Stated Maturity and such Indebtedness shall
         not have been discharged in full or such acceleration shall not have
         been rescinded or annulled within 30 days of such acceleration and/or
         (b) the failure to make a principal payment at the final (but not any
         interim) fixed maturity and such defaulted payment shall not have been
         made, waived or extended within 30 days of such payment default;

                  (5) the Company or any of its Restricted Subsidiaries shall
         fail within 30 days to pay, bond or otherwise discharge uninsured
         judgements or court orders for the payment of money in excess of
         $50,000,000 in the aggregate, which are not stayed on appeal or are not
         otherwise being appropriately contested in good faith; or

                  (6) the entry by a court having competent jurisdiction of:

                           (a) a decree or order for relief in respect of the
                  Company or any of its Restricted Subsidiaries in an
                  involuntary proceeding under any applicable bankruptcy,
                  insolvency, reorganization or other similar law and such
                  decree or order shall remain unstayed and in effect for a
                  period of 60 consecutive days; or

                           (b) a decree or order adjudging the Company or any of
                  its Restricted Subsidiaries to be insolvent, or approving a
                  petition seeking reorganization, arrangement, adjustment or
                  composition of the Company or any of its Restricted




                                       12
<PAGE>   18

                  Subsidiaries and such decree or order shall remain unstayed
                  and in effect for a period of 60 consecutive days; or

                           (c) a final and non-appealable order appointing a
                  custodian, receiver, liquidator, assignee, trustee or other
                  similar official of the Company or any of its Restricted
                  Subsidiaries or of any substantial part of the property of the
                  Company or any of its Restricted Subsidiaries, as the case may
                  be, or ordering the winding up or liquidation of the affairs
                  of the Company or any of its Restricted Subsidiaries; or

                  (7) the commencement by the Company or any of its Restricted
         Subsidiaries of a voluntary proceeding under any applicable bankruptcy,
         insolvency, reorganization or other similar law or of a voluntary
         proceeding seeking to be adjudicated insolvent or the consent by the
         Company or any of its Restricted Subsidiaries to the entry of a decree
         or order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing by
         the Company or any of its Restricted Subsidiaries of a petition or
         answer or consent seeking reorganization, arrangement, adjustment or
         composition of the Company or any of its Restricted Subsidiaries or
         relief under any applicable law, or the consent by the Company or any
         of its Restricted Subsidiaries to the filing of such petition or to the
         appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee or similar official of the Company or any
         of its Restricted Subsidiaries or any substantial part of the property
         of the Company or any of its Restricted Subsidiaries or the making by
         the Company or any of its Restricted Subsidiaries of an assignment for
         the benefit of creditors, or the taking of corporate action by the
         Company or any of its Restricted Subsidiaries in furtherance of any
         such action.

         (b) With respect to the Notes, the provisions of Section 5.2 of the
Indenture, without limitation, shall be subject to the subordination provisions
relating to the Notes.

Section 306 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
            INTEREST.

         Notwithstanding any other provision in this First Supplemental
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 3.7 of the Indenture and Section 302 of this First
Supplemental Indenture) interest on such Note on the Stated Maturity or
maturities expressed in such Note (or in the case of redemption, to receive the
Redemption Price on the Redemption Date, in the case of a purchase, to receive
the Purchase Price on the Purchase Date, or in the case of a Fundamental Change,
to receive the Fundamental Change Purchase Price on the Fundamental Change
Purchase Date) and to institute suit for the enforcement of any such payment on
or after such respective dates, and such rights shall not be impaired without
the consent of such Holder.



                                       13
<PAGE>   19

Section 307 OPTIONAL REDEMPTION.

         The Notes may be redeemed in accordance with Article 11 of the
Indenture, as amended by Article 5 of this First Supplemental Indenture, and
otherwise subject to this First Supplemental Indenture.

         In the event that the Notes are called for redemption pursuant to the
terms of this First Supplemental Indenture, the Holders of Notes shall have all
rights, including rights to conversion and to the receipt of interest upon
conversion, if any, as set forth in this First Supplemental Indenture.

                                  ARTICLE FOUR

                                   CONVERSION

Section 401 CONVERSION RIGHTS.

         Notes shall be convertible in accordance with their terms and in
accordance with this Article.

         The initial conversion rate (the "Conversion Rate") is 24.368 shares of
Common Stock per $1,000 principal amount of Notes, subject to adjustment as a
result of adjustments to the Conversion Price upon the occurrence of certain
events described in this Article. A Holder of a Note otherwise entitled to a
fractional share shall receive cash in an amount equal to the value of such
fractional share based on the Sale Price on the Trading Day immediately
preceding the Conversion Date.

         A Holder of Notes is not entitled to any rights of a holder of Common
Stock until such Holder has converted its Notes to Common Stock, and only to the
extent such Notes are deemed to have been converted into Common Stock pursuant
to this Article.

Section 402 CONVERSION RIGHTS BASED ON COMMON STOCK PRICE.

         The Holder of any Note shall have the right, exercisable at any time
after the date of original issuance of the Note and before the close of business
on the Business Day immediately preceding the Stated Maturity of the Notes, to
convert the principal amount of the Note (or any portion of it that is an
integral multiple of $1,000) into shares of Common Stock at the Conversion
Price.

         The "Conversion Price" per share shall initially equal $41.038 and
shall be adjusted as described in Section 409(g).

Section 403 CONVERSION RIGHTS UPON NOTICE OF REDEMPTION.

         In case a Note or portion thereof is called for redemption pursuant to
Article Five hereof, a Holder of such Note may surrender it for conversion at
any time prior to the close of business on the Business Day immediately
preceding the Redemption Date for such Note, unless the Company shall default in
making the payment of the Redemption Price when due, in which case



                                       14
<PAGE>   20

the conversion right shall terminate at the close of business on the date such
default is cured and such Redemption Price is paid.

Section 404 CONVERSION RIGHTS UPON OCCURRENCE OF CERTAIN CORPORATE TRANSACTIONS.

         If the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the shares of Common Stock would be converted into
cash, securities or other property, at the effective time of the transaction,
the right to convert a Note into shares of Common Stock shall be changed into a
right to convert such Note, without the consent of any Holders of the Notes,
into the kind and amount of cash, securities or other property of the Company or
another Person which the Holder would have received if the Holder had converted
such Note immediately prior to the transaction.

Section 405 CONVERSION PROCEDURES.

         To convert a Note, a Holder must (a) complete and manually sign the
conversion notice (the "Conversion Notice") or a facsimile thereof on the back
of the Note and deliver such notice to a Conversion Agent, (b) surrender the
Note to a Conversion Agent, (c) furnish appropriate endorsements and transfer
documents if required by the Security Registrar or a Conversion Agent and (d)
pay any transfer or similar tax, if required. The date on which the Holder
satisfies all of those requirements is the "Conversion Date." The Company shall
deliver to the Holder through the Conversion Agent, as soon as practicable but
in any event no later than the fifth Business Day following the Conversion Date,
a certificate for the number of whole shares of Common Stock issuable upon the
conversion and cash in lieu of any fractional shares pursuant to Section 406.
Anything herein to the contrary notwithstanding, in the case of Global
Securities, conversion notices may be delivered and such Notes may be
surrendered for conversion in accordance with the Applicable Procedures of the
Depository as in effect from time to time. The Person in whose name the Common
Stock certificate is registered shall be deemed to be a shareholder of record on
the Conversion Date; PROVIDED, HOWEVER, that no surrender of a Note on any date
when the stock transfer books of the Company are 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; PROVIDED FURTHER,
HOWEVER, that 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.

         No payment or adjustment shall be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article. On conversion of a Note, except as provided below in the case of
certain Notes or portions thereof called for redemption, that portion of accrued
and unpaid interest on the converted Note attributable to the period from the
most recent Interest Payment Date (or, if no Interest Payment Date has occurred,
from the Issue Date) through the Conversion Date attributable to the most recent
accrual date 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



                                       15
<PAGE>   21

cash payment, if any, in lieu of fractional shares), 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 and unpaid interest through the Conversion Date 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 principal amount of
the Note being converted pursuant to the provisions hereof.

         If a 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
aggregate principal amount of Notes converted.

         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 equal in principal amount to the principal amount of the unconverted
portion of the Note surrendered.

         Notes or portions thereof surrendered for conversion during the period
from the close of business on any Regular Record Date immediately preceding any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (except for Notes called for redemption pursuant to Article Five hereof on
a Redemption Date that occurs during the period between the close of business on
a Regular Record Date and the close of business on the Interest Payment Date to
which such Regular Record Date relates) be accompanied by payment to the Company
or its order, in New York Clearing House funds or other funds acceptable to the
Company, of an amount equal to the interest payable on such Interest Payment
Date on the principal amount of Notes or portions thereof being surrendered for
conversion.

Section 406 FRACTIONAL SHARES.

         The Company shall 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 of Common Stock shall be determined, to the nearest 1/1,000th of a share,
by multiplying the Sale Price on the Trading Day immediately prior to the
Conversion Date, of a full share of Common Stock by the fractional amount and
rounding the product to the nearest whole cent.

Section 407 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 such 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 certificate
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 any tax withholding required by law
or regulation.



                                       16
<PAGE>   22

Section 408 COMPANY TO PROVIDE COMMON STOCK.

         The Company shall, prior to issuance of any Notes under this Article,
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 all Notes Outstanding into shares of Common Stock. All shares
of Common Stock delivered upon conversion of the Notes shall be newly issued
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.

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

Section 409 ADJUSTMENT OF CONVERSION PRICE.

         The Conversion Price shall be adjusted from time to time by the Company
as follows:

         (a) In case the Company (i) issues shares of Common Stock as a dividend
or distribution on its Common Stock, (ii) subdivides its outstanding Common
Stock into a greater number of shares, or (iii) combines its outstanding Common
Stock into a smaller number of shares, the Conversion Price in effect
immediately prior thereto shall be adjusted so that the Holder of any Notes
thereafter surrendered for conversion shall be entitled to receive that number
of shares of Common Stock which it would have owned had such Notes been
converted immediately prior to the happening of such event. An adjustment made
pursuant to this subsection (a) shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective
immediately after the effective date in the case of subdivision or combination.

         (b) In case the Company issues rights or warrants to all or
substantially all holders of its Common Stock entitling them to subscribe for or
purchase shares of Common Stock (or securities convertible into Common Stock) at
a price per share (or having a conversion price per share) less than the then
Current Market Price per share of Common Stock on the record date for the
determination of shareholders entitled to receive such rights or warrants, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares of Common Stock so offered (or the aggregate conversion
price of the convertible securities so offered, which shall be determined by
multiplying the number of shares of Common Stock issuable upon conversion of
such convertible securities by the conversion price per share of Common Stock
pursuant to the terms of such convertible securities) would purchase at the then
Current Market Price per share of Common Stock on such record date, and of which
the denominator shall be the number of shares of Common Stock outstanding on
such record date plus the number of additional shares of Common Stock offered
(or into which the convertible securities so offered are convertible). Such
adjustment shall be made successively



                                       17
<PAGE>   23

whenever any such rights or warrants are issued, and shall become effective
immediately after such record date. If at the end of the period during which
such rights or warrants are exercisable not all rights or warrants shall have
been exercised, the adjusted Conversion Price shall be immediately readjusted to
what it would have been based upon the number of additional shares of Common
Stock actually issued (or the number of shares of Common Stock issuable upon
conversion of convertible securities actually issued).

         (c) In case the Company distributes to all or substantially all holders
of its Common Stock any shares of Capital Stock (other than dividends or
distributions of Common Stock on Common Stock to which Section 409(a) applies)
of the Company, evidences of indebtedness or other assets (including securities
of any Person other than the Company, but excluding all-cash distributions or
any rights or warrants referred to in Section 409(b)), then in each such case
the Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the current Conversion Price by a fraction of which
the numerator shall be the then Current Market Price per share of the Common
Stock on the record date referred to below less the fair market value on such
record date (as determined by the Board of Directors, whose determination shall
be conclusive evidence of such fair market value and which shall be evidenced by
an Officers' Certificate delivered to the Trustee) of the portion of the Capital
Stock, evidences of indebtedness or other non-cash assets so distributed
applicable to one share of Common Stock (determined on the basis of the number
of shares of Common Stock outstanding on the record date) and of which the
denominator shall be the then Current Market Price per share of the Common Stock
on such record date. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
distribution.

         In the event that the Company implements a shareholder rights plan,
such rights plan may provide, if the Company so elects and subject to customary
exceptions and limitations, that upon conversion of the Notes the Holders will
receive, in addition to the Common Stock issuable upon such conversion, the
rights issued under such rights plan (notwithstanding the occurrence of an event
causing such rights to separate from the Common Stock at or prior to the time of
conversion) in lieu of making any adjustments to the Conversion Price in
accordance with the provisions of the immediately preceding paragraph. Any
distribution of rights or warrants pursuant to a shareholder rights plan
complying with the requirements set forth in the immediately preceding sentence
of this paragraph shall not constitute a distribution of rights or warrants for
the purposes of this Section 409(c) or any other provision of this Section 409.

         (d)(1) In case the Company, by dividend or otherwise, at any time
distributes (a "Triggering Distribution") to all holders of its Common Stock
cash distributions in an aggregate amount that, together with the aggregate
amount of (A) any other cash distributions to all holders of Common Stock within
the 12 months preceding the date fixed for determining the stockholders entitled
to such Triggering Distribution and in respect of which no Conversion Price
adjustment pursuant to this Section 409 has been made and (B) all Excess
Payments in respect of each tender offer by the Company or any of its
Subsidiaries for Common Stock concluded within the 12 months preceding the date
of payment of the Triggering Distribution and in respect of which no Conversion
Price adjustment pursuant to this Section 409 has been made, exceeds an amount
equal to 15% of the product of the Current Market Price per share of Common
Stock on the date fixed for the determination of stockholders entitled to
receive such



                                       18
<PAGE>   24

Triggering Distribution (the "Time of Determination") multiplied by the number
of shares of Common Stock outstanding on such date (excluding shares held in the
treasury of the Company), the Conversion Price shall be decreased so that the
same shall equal the price determined by multiplying such Conversion Price in
effect immediately prior to the Time of Determination by a fraction of which the
numerator shall be the Current Market Price per share of Common Stock at the
Time of Determination less the sum of the aggregate amount of cash so
distributed, paid or payable within such 12 months (including, without
limitation, the Triggering Distribution) applicable to one share of Common Stock
(determined on the basis of the number of shares of Common Stock outstanding at
the Time of Determination), and the denominator shall be such Current Market
Price per share of Common Stock on the Time of Determination, such decrease to
become effective immediately prior to the opening of business on the day
following the date on which the Triggering Distribution is paid.

         (2) In the case of the payment of an Excess Payment in respect of a
tender offer by the Company or any Subsidiary for Common Stock that, together
with the aggregate amount of (A) any cash distributions made within the 12
months preceding the date of the Expiration Date (as defined below) and in
respect of which no Conversion Price adjustment pursuant to this Section 409 has
been made and (B) all other Excess Payments in respect of each tender offer by
the Company or any Subsidiary for Common Stock concluded within the 12 months
preceding the Expiration Date and in respect of which no Conversion Price
adjustment pursuant to this Section 409 has been made, exceeds an amount equal
to 15% of the product of the Current Market Price per share of Common Stock as
of the last date (the "Expiration Date") tenders could have been made pursuant
to such tender offer (as it may be amended) (the last time at which such tenders
could have been made on the Expiration Date is hereinafter sometimes called the
"Expiration Time") multiplied by the number of shares of Common Stock
outstanding (including tendered shares but excluding any shares held in the
treasury of the Company) at the Expiration Time, then, immediately prior to the
opening of business on the day after the Expiration Date, the Conversion Price
shall be decreased so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to close of
business on the Expiration Date by a fraction of which the numerator shall be
the product of the number of shares of Common Stock outstanding (including
tendered shares but excluding any shares held in the treasury of the Company) at
the Expiration Time multiplied by the Current Market Price per share of Common
Stock on the Trading Day next succeeding the Expiration Date, and the
denominator shall be the sum of (x) the aggregate consideration (determined as
aforesaid) payable to stockholders based on the acceptance (up to any maximum
specified in the terms of the tender offer) of all shares validly tendered and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares and excluding any shares held in the treasury of the Company) at the
Expiration Time and the Current Market Price per share of Common Stock on the
Trading Day next succeeding the Expiration Date, such decrease to become
effective immediately prior to the opening of business on the day following the
Expiration Date. In the event that the Company is obligated to purchase shares
pursuant to any such tender offer, but the Company is permanently prevented by
applicable law from effecting any or all such purchases or any or all such
purchases are rescinded, the Conversion Price shall again be adjusted to be the
Conversion Price which would have been in effect based upon the number of shares
actually purchased. If the application



                                       19
<PAGE>   25

of this Section 409(d)(2) to any tender offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender offer under this
Section 409(d)(2).

         (3) For purposes of this Section 409(d), the term "tender offer" shall
mean and include both tender offers and exchange offers, all references to
"purchases" of shares in tender offers (and all similar references) shall mean
and include both the purchase of shares in tender offers and the acquisition of
shares pursuant to exchange offers, and all references to "tendered shares" (and
all similar references) shall mean and include shares tendered in both tender
offers and exchange offers.

         (e) [reserved]

         (f) In any case in which this Section 409 requires that an adjustment
be made following a record date or a Time of Determination or Expiration Date,
as the case may be, established for purposes of this Section 409, the Company
may elect to defer (but only until five Business Days following the filing by
the Company with the Trustee of the certificate described in Section 412)
issuing to the Holder of any Notes converted after such record date or Time of
Determination or Expiration Date the shares of Common Stock and other Capital
Stock of the Company issuable upon such conversion over and above the shares of
Common Stock and other Capital Stock of the Company issuable upon such
conversion only on the basis of the Conversion Price prior to adjustment; and,
in lieu of the shares the issuance of which is so deferred, the Company shall
issue or cause its transfer agents to issue due bills or other appropriate
evidence prepared by the Company of the right to receive such shares. If any
distribution in respect of which an adjustment to the Conversion Price is
required to be made as of the record date or Time of Determination or Expiration
Date therefor is not thereafter made or paid by the Company for any reason, the
Conversion Price shall be readjusted to the Conversion Price which would then be
in effect if such record date had not been fixed or such effective date or Time
of Determination or Expiration Date had not occurred.

         (g) Upon adjustment of the Conversion Price pursuant to this Section
409, the Conversion Price shall rounded to the nearest $.001, with $.0005 being
rounded upward.

         (h) Upon the election by the Company to make a distribution as
described in paragraphs (b), (c) and (d) of this Section 409, which in the case
of paragraph (d) has a per share value equal to more than 15% of the Sale Price
of shares of Common Stock on the Trading Day preceding the declaration date for
such distribution, the Company shall give notice to Holders of the Notes not
less than 20 days prior to the ex-dividend date for such distribution. Upon
giving such notice, Holders may surrender the Notes for conversion pursuant to
this Article Four at any time until the close of business on the Business Day
prior to the ex-dividend date or until the Company publicly announces that such
distribution will not be given effect.

Section 410 NO ADJUSTMENT.

         No adjustment in the Conversion Price shall be required unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Price as last adjusted; PROVIDED, HOWEVER, that any adjustments which
by reason of this Section 410 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations




                                       20
<PAGE>   26

under this Section 410 shall be made to the nearest cent or to the nearest
1/100th of a share, as the case may be.

         Except pursuant to Section 414, no adjustment in the Conversion Price
shall be made by reason of the completion of a merger, consolidation or other
transaction effected with one of the Company's Affiliates for the purpose of (1)
changing the jurisdiction of organization of the Company or (2) effecting a
corporate reorganization including, without limitation, the implementation of a
holding company structure.

         No adjustment need be made for issuances of Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for a change in the
par value or a change to no par value of the Common Stock.

Section 411 ADJUSTMENT FOR TAX PURPOSES.

         The Company shall be entitled to make such adjustments in the
Conversion Price, in addition to those required by Section 409, as in its
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distributions of rights to purchase stock or securities
or distributions of securities convertible into or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable to the
recipient thereof.

Section 412 NOTICE OF ADJUSTMENT.

         Whenever the Conversion Price is adjusted, the Company shall promptly
mail to Holders a notice of the adjustment and file with the Trustee an
Officers' Certificate specifying the adjusted Conversion Price, and briefly
stating the facts requiring the adjustment and the manner of computing it.

Section 413 NOTICE OF CERTAIN TRANSACTIONS.

         In the event that:

         (1) the Company takes any action which would require an adjustment in
the Conversion Price,

         (2) the Company takes any action that requires a supplemental indenture
pursuant to Section 414, or

         (3) there is a dissolution or liquidation of the Company,

the Company shall mail to Holders and file with the Trustee a notice stating the
proposed record or effective date, as the case may be. The Company shall mail
the notice at least fifteen days before such date. Failure to mail such notice
or any defect therein shall not affect the validity of any transaction referred
to in clause (1), (2) or (3) of this Section 413.




                                       21
<PAGE>   27

Section 414 EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE ON
            CONVERSION PRIVILEGE.

         If any of the following shall occur, namely: (a) any reclassification
or change of shares of Common Stock issuable upon conversion of the Notes (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination); (b) any
consolidation or merger in which the Company is a party consolidating with
another entity or merging with or into another entity other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification of, or change (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination) in, Outstanding shares of Common Stock; or (c) any
sale or conveyance of all or substantially all of the property and assets of the
Company to any Person, then the Company, or such successor, purchasing or
transferee corporation, as the case may be, shall, as a condition precedent to
such reclassification, change, consolidation, merger, sale or conveyance,
execute and deliver to the Trustee a supplemental indenture providing that the
Holder of each Note then Outstanding shall have the right to convert such Note
into the kind and amount of shares of stock and other securities and property
(including cash) receivable upon such reclassification, change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
deliverable upon conversion of such Note immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
supplemental indenture shall provide for adjustments of the Conversion Price
which shall be as nearly equivalent as may be practicable to the adjustments of
the Conversion Price provided for in this Article. If, in the case of any such
consolidation, merger, sale or conveyance, the stock or other securities and
property (including cash) receivable thereupon by a holder of Common Stock
include shares of stock or other securities and property of a Person other than
the successor, purchasing or transferee corporation, as the case may be, in such
consolidation, merger, sale or conveyance, then such supplemental indenture
shall also be executed by such other Person and shall contain such additional
provisions to protect the interests of the Holders of the Notes as the Board of
Directors shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 414 shall similarly apply to successive
reclassifications, changes, consolidations, mergers, sales or conveyances.

         In the event the Company shall execute a supplemental indenture
pursuant to this Section 414, the Company shall promptly file with the Trustee
(x) an Officers' Certificate briefly stating the reasons therefor, the kind or
amount of shares of stock or other securities or property (including cash)
receivable by Holders of the Notes upon the conversion of their Notes after any
such reclassification, change, consolidation, merger, sale or conveyance, any
adjustment to be made with respect thereto and that all conditions precedent
have been complied with and (y) an Opinion of Counsel that all conditions
precedent have been complied with, and shall promptly mail notice thereof to all
Holders.

Section 415 TRUSTEE'S DISCLAIMER.

         The Trustee shall have no duty to determine when an adjustment under
this Article should be made, how it should be made or what such adjustment
should be, but may accept as conclusive evidence of that fact or the correctness
of any such adjustment, and shall be protected in relying upon, an Officers'
Certificate including the Officers' Certificate with respect thereto



                                       22
<PAGE>   28

which the Company is obligated to file with the Trustee pursuant to Section 412.
The Trustee makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes, and the Trustee shall not
be responsible for the Company's failure to comply with any provisions of this
Article.

         The Trustee shall not be under any responsibility to determine the
correctness of any provisions contained in any supplemental indenture executed
pursuant to Section 414, but may accept as conclusive evidence of the
correctness thereof, and shall be fully protected in relying upon, the Officers'
Certificate with respect thereto which the Company is obligated to file with the
Trustee pursuant to Section 414.

Section 416 VOLUNTARY DECREASE.

         The Company may decrease the Conversion Price for any period of at
least 20 days, upon at least 15 days notice, if the Board of Directors
determines that such decrease would be in the Company's best interests. Such
determination by the Board of Directors shall be conclusive.

                                  ARTICLE FIVE

                REDEMPTION OF NOTES AT THE OPTION OF THE COMPANY

Section 501 GENERAL.

         There shall be no sinking fund for the retirement of the Notes.

         At any time on or after May 18, 2004, the Company may redeem the Notes
for cash as a whole, or from time to time in part, at a price equal to 100% of
the principal amount of the Notes to be redeemed plus accrued and unpaid
interest to, but excluding, the Redemption Date in accordance with Article 11 of
the Indenture, Section 307 of this First Supplemental Indenture and Annex A to
this First Supplemental Indenture.

         If the Company redeems less than all of the Outstanding Notes, the
Trustee will select the Notes to be redeemed (i) by lot; (ii) pro rata or (iii)
by any other method the Trustee considers fair and appropriate. If the Trustee
selects a portion of a Holder's Notes for partial redemption and the Holder
converts a portion of the same Notes, the converted portion shall be deemed to
be from the portion selected for redemption.

         The Company shall not redeem the Notes, or provide notice for the
redemption thereof, in the event that the Company is in default with respect to
the payment of interest and such default is continuing.

                                  ARTICLE SIX

                    PURCHASE OF NOTES AT OPTION OF THE HOLDER

Section 601 GENERAL.

         The Company shall be required to purchase Notes in accordance with this
Article Six.



                                       23
<PAGE>   29

         On each Purchase Date, the Company shall repurchase, at the option of
the Holder, the Notes in respect of which such Holder has provided and not
withdrawn a Purchase Notice at the Purchase Price upon:

         (1) 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 20 Business Days prior to a Purchase Date until the close of
business on the Business Day immediately preceding such Purchase Date stating:

                  (A) if a Certificated Security has been issued, the
certificate number of the Note which the Holder shall deliver to be purchased or
if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

                  (B) the portion of the principal amount of Notes to be
purchased, which must be $1,000 or an integral multiple of $1,000;

                  (C) that such Note shall be purchased as of the Purchase Date
pursuant to the terms and conditions specified under the paragraph "Purchase by
the Company at the Option of the Holder" of the Notes and in the Indenture as
supplemented by this First Supplemental Indenture; and

                  (D) in the event that the Company elects, pursuant to Section
602 hereof, to pay the Purchase Price to be paid as of such Purchase Date, in
whole or in part, in 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 in Common Stock is not satisfied
prior to the close of business on such Purchase Date, as set forth in Section
604 hereof, whether such Holder elects (i) to withdraw such Purchase Notice as
to some or all of the Notes to which such Purchase Notice relates (stating the
principal amount and certificate numbers of the Notes as to which such
withdrawal shall relate), or (ii) to receive cash in respect of the entire
Purchase Price for all Notes (or portions thereof) to which such Purchase Price
relates; and

         (2) delivery of such Notes to the Paying Agent at any time from the
opening of business on the date that is 20 Business Days prior to the Purchase
Date until the close of business on the Business Day immediately preceding such
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 Article only if the Notes 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 609
hereof, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 601(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Notes subject
to the Purchase Notice in the circumstances set forth in such clause (D).

         The Company shall purchase from the Holder thereof, pursuant to this
Article, a portion of a Note if the principal amount of such portion is $1,000
or an integral multiple of $1,000.



                                       24
<PAGE>   30

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 Article shall be consummated by the delivery of the consideration to be
received by the Holder (if any) promptly 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 601 shall
have the right to withdraw such Purchase Notice at any time prior to the close
of business on the Business Day immediately preceding the Purchase Date by
delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 609.

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

Section 602 THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF PURCHASE PRICE.

         The Purchase Price of Notes in respect of which a Purchase Notice
pursuant to Section 601 has been given, or a specified percentage thereof, shall
be paid by the Company, at the election of the Company, with cash or Common
Stock or in any combination of cash and Common Stock, subject to the conditions
set forth in Section 602 and 603 hereof. The Company shall specify, in the
Company Notice delivered pursuant to Section 605 hereof, 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 shall pay
in cash and Common Stock; PROVIDED, HOWEVER, that the Company shall 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 Article 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 604 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 necessary
qualifications or registrations of the Common Stock under applicable state
securities laws cannot be obtained, 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 Holders except pursuant to
Section 604 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:

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

         (ii) the information required by Section 605;



                                       25
<PAGE>   31

         (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 604 have been or shall be complied with; and

         (iv) whether the Company desires the Trustee to give the Company Notice
required by Section 605.

Section 603 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 601 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.

Section 604 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 601 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 Holders 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) 95% of 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 of Common Stock shall be determined by multiplying the Market Price by
such fraction and rounding the product to the nearest whole cent with one half
cent being rounded upwards. 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 determination of the actual number of shares of Common Stock
issuable in accordance with the provisions of this Section 604, the Company
shall publish such information in The Wall Street Journal or another daily
newspaper of national circulation.

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

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

                  (2) the listing of shares of Common Stock on the principal
United States securities exchange on which the Common Stock is then listed or
the inclusion of such shares on NASDAQ if the Common Stock is then so included;





                                       26
<PAGE>   32

                  (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 Securities Exchange Act, in each case, if required for the initial
issuance thereof; and

                  (4) any necessary qualification or registration under
applicable state securities law or the availability of an exemption from such
qualification and registration.

         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 Article through the issuance
of Common Stock, the Company shall pay, without further notice, the entire
Purchase Price of the Notes of such Holder or Holders in cash.

         The "Market Price" means the average of the Sale Prices of the Common
Stock for the twenty Trading Day period ending on the third Business Day (if the
third Business Day prior to the applicable Purchase Date is a Trading Day, or if
not, then on the last Trading Day prior to the third Business 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 any
event described in Section 409; subject, however, to the conditions set forth in
Sections 409(f) and 410.

         The "Sale Price" of the Common Stock on any date means 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 as reported in the composite
transactions for the 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 NASDAQ or by the
National Quotation Bureau Incorporated.

Section 605 NOTICE OF ELECTION.

         The Company shall provide notice (a "Company Notice") on a date not
less than 20 Business Days prior to each Purchase Date (the "Company Notice
Date") to all Holders at their addresses shown in the register of the Securities
Registrar, and to beneficial owners as required by applicable law, stating:

         (1) whether the purchase price is payable in cash or Common Stock or in
any combination thereof, specifying the percentages of each;

         (2) if the Company has elected to pay the Purchase Price in Common
Stock:

                  (A) that each Holder shall receive Common Stock with a Market
         Price 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);

                  (B) the method of calculating the Market Price of the Common
         Stock; and

                  (C) 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



                                       27
<PAGE>   33

         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 Holder and shall state:

         (A) the Purchase Price, the Conversion Rate and, to the extent known at
the time of such notice the amount of interest that will be accrued and payable
with respect to the Notes as of the Purchase Date;

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

         (C) that Notes as to which a Purchase Notice has been given may be
converted pursuant to Article Four hereof only if the applicable Purchase Notice
has been withdrawn in accordance with the terms of this First Supplemental
Indenture;

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

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

         (F) the procedures the Holder must follow to exercise purchase rights
under this Article and a brief description of those rights;

         (G) a brief description of the conversion rights of the Notes; and

         (H) the procedures for withdrawing a Purchase Notice (including,
without limitation, for a conditional withdrawal pursuant to the terms of
Section 601 or 609).

         If any of the Notes is in the form of a Global Security, then the
Company shall modify the Company Notice to the extent necessary to accord with
the Applicable Procedures.

         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; PROVIDED, HOWEVER, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

Section 606 COVENANTS OF THE COMPANY.

         All 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.

Section 607 PROCEDURE UPON PURCHASE.

         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




                                       28
<PAGE>   34

shares of Common Stock issuable in payment of the Purchase Price and cash in
lieu of any fractional shares of Common Stock. The Person in whose name the
certificate for Common Stock is registered shall be treated as a holder of
record of Common Stock on the Business Day following the Purchase Date. No
payment or adjustment shall be made for dividends on the Common Stock the record
date for which occurred on or prior to the Purchase Date.

Section 608 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
Common Stock. However, the Holder shall pay any such tax which is due because
the Holder requests the 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 shares of 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.

Section 609 EFFECT OF PURCHASE NOTICE.

         Upon receipt by the Paying Agent of the Purchase Notice specified in
Section 605, the Holder of the Note in respect of which such Purchase Notice was
given shall (unless such Purchase Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the Purchase
Price with respect to such Note. Such Purchase Price shall be paid to such
Holder, subject to receipt of funds and/or Common Stock by the Paying Agent,
promptly following the later of (x) the Purchase Date with respect to such Note
(provided the conditions in Section 601 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 601. Notes in respect of which a Purchase Notice has been
given by the Holder thereof may not be converted pursuant to Article Four hereof
on or after the date of the delivery of such Purchase Notice unless such
Purchase Notice has first been validly withdrawn as specified in the following
two paragraphs.

         A Purchase Notice 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 at any time prior to the close of business on the Business Day
immediately preceding the applicable Purchase Date specifying:

         (1) if Certificated Securities have been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if Certificated Securities have not been issued, such information as may be
required by the Applicable Procedures;

         (2) the principal amount of the Notes, in integral multiples of $1,000,
being withdrawn; and

         (3) the principal amount of such Notes that remains subject to the
Purchase Notice, if any.

         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
601(1)(D) or (ii) a conditional withdrawal



                                       29
<PAGE>   35

containing the information set forth in Section 601(l)(D) 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 this Article (other
than through the issuance of Common Stock in payment of the Purchase Price,
including cash in lieu of fractional shares) 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) and is continuing an Event of Default (other than a
default in the payment of the Purchase Price with respect to such Notes). The
Paying Agent shall promptly return to the respective Holders thereof any Notes
(x) with respect to which a Purchase Notice has been withdrawn in compliance
with this 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 with respect
to such Notes) in which case, upon such return, the Purchase Notice with respect
thereto shall be deemed to have been withdrawn.

Section 610 DEPOSIT OF PURCHASE PRICE.

         Prior to 11:00 a.m. (New York City time) on the Purchase Date, the
Company shall deposit with the Trustee or with the Paying Agent an amount of
cash (in immediately available funds if deposited on such Business Day) and/or
Common Stock, if permitted hereunder, sufficient to pay the aggregate Purchase
Price of all of the Notes or portions thereof which are to be purchased as of
the Purchase Date. The manner in which the deposit required by this Section 610
is made by the Company shall be at the option of the Company, PROVIDED, HOWEVER,
that such deposit shall be made in a manner such that the Trustee or a Paying
Agent shall have immediately available funds on the Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, money
and/or Common Stock sufficient to pay the Purchase Price of any Note for which a
Purchase Notice has been tendered and not withdrawn in accordance with this
Indenture then, immediately after such Purchase Date, such Note shall cease to
be Outstanding and the rights of the Holder in respect thereof shall terminate
(other than the right to receive the Purchase Price as aforesaid).

Section 611 SECURITIES 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 or 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 except for any taxes to be paid by the Holder in the event a Note
is registered under a new name, 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 of the Note so
surrendered which is not purchased.

Section 612 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

         In connection with any offer to purchase or purchase of Notes under
this Article (provided that such offer or purchase constitutes an "issuer tender
offer" for purposes of



                                       30
<PAGE>   36

Rule 13e-4 (which term, as used herein, includes any successor provision
thereto) under the Securities Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 under the Securities
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report), if required, under the Securities Exchange Act and (iii) otherwise
comply with all applicable federal and state securities laws so as to permit the
rights and obligations under Article Six to be exercised in the time and in the
manner specified in this Article.

Section 613 REPAYMENT TO THE COMPANY.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remain unclaimed for two years, subject to applicable
unclaimed property law, together with interest or dividends, if any, thereon
held by them for the payment of the Purchase Price, PROVIDED, HOWEVER, that to
the extent that the aggregate amount of cash or Common Stock deposited by the
Company pursuant to Section 610 exceeds the aggregate Purchase Price of the
Notes or portions thereof which the Company is obligated to purchase as of the
Purchase Date, then promptly after the Business Day following the Purchase Date,
the Trustee shall return any such excess to the Company together with interest
or dividends, if any, thereon. Thereafter, any Holder entitled to payment must
look to the Company for payment as general creditors, unless an applicable
abandoned property law designates another Person.

                                 ARTICLE SEVEN

                         PURCHASE OF NOTES AT OPTION OF
                       THE HOLDER UPON FUNDAMENTAL CHANGE

Section 701 RIGHT TO REQUIRE PURCHASE.

         (a) If a Fundamental Change occurs, Holders shall have the right, at
their option, to require the Company to Purchase all of such Holder's Notes not
previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, on the
Fundamental Change Purchase Date.

         A "Fundamental Change" shall be deemed to have occurred at such time as
(a) any Person, including its Affiliates and associates, other than Permitted
Holders, files a Schedule 13D or TO (or any successor schedule, form or report
under the Securities Exchange Act) disclosing that such Person has become the
Beneficial Owner of 50% or more of the total voting power in the aggregate of
all classes the Company's Capital Stock then outstanding normally entitled to
vote in elections of the Board of Directors, (b) there shall be consummated any
consolidation or merger of the Company pursuant to which the Common Stock would
converted into cash, securities or other property, in each case other than a
consolidation or merger of the Company in which the holders of Common Stock
immediately prior to the consolidation or merger have, directly or indirectly,
at least a majority of the total voting power in the aggregate of all classes of
Capital Stock of the continuing or surviving corporation normally entitled to
vote in elections of directors immediately after the consolidation or merger or
(c) the Company shall sell, convey, transfer or lease all or substantially all
of its properties and assets to any Person other than a Permitted Holder.



                                       31
<PAGE>   37

         The term "Beneficial Owner" shall be determined in accordance with
Rules 13d-3 and l3d-5 promulgated by the Commission under the Securities
Exchange Act or any successor provision thereto, except that a Person shall be
deemed to have "beneficial ownership" of all shares that such Person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time.

         The term "Permitted Holders" shall mean (a) the Company and its
Subsidiaries and employee benefit plans, (b) any "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act) that includes
William D. Morean; provided that Mr. Morean at all times (i) holds the position
of director of the Company, or another position of equal or greater
responsibilities, and the estates, executors and administrators, and parents and
lineal descendants of Mr. Morean, and the estates, executors and administrators
of any of such parents and lineal descendants and (c) any corporation,
partnership, limited liability company, trust or other entity in which the
trusts, individuals or lineal descendents referred to in clause (b) in the
aggregate have either a direct or indirect beneficial interest or voting control
of greater than 50%.

         (b) Within fifteen Business Days following any Fundamental Change, the
Company shall provide a notice to all Holders at their addresses shown in the
register of the Securities Registrar, and to beneficial owners as required by
applicable law, and the Trustee offering to purchase the Notes on a certain date
(which date shall not be later than 35 Business Days from the date of such
notice) (the "Fundamental Change Purchase Date") specified in such notice and
such notice shall state:

                           (1) the events giving rise to the Fundamental Change;

                           (2) the date of such Fundamental Change;

                           (3) the date by which the Fundamental Change Purchase
                  Notice pursuant to this Section 701 must be given;

                           (4) the Fundamental Change Purchase Date;

                           (5) the Fundamental Change Purchase Price that will
                  be accrued and payable with respect to the Notes as of the
                  Fundamental Change Purchase Date;

                           (6) briefly, the conversion rights of the Notes;

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

                           (8) the Conversion Price and any adjustments thereto;

                           (9) that Notes as to which a Fundamental Change
                  Purchase Notice has been given may be converted into Common
                  Stock pursuant to Article Four only to the extent that the
                  Fundamental Change Purchase Notice has been withdrawn in
                  accordance with the terms of this Indenture;




                                       32
<PAGE>   38

                           (10) the procedures that the Holder must follow to
                  exercise rights under this Section 701;

                           (11) the procedures for withdrawing a Fundamental
                  Change Purchase Notice, including a form of notice of
                  withdrawal; and

                           (12) that the Holder must satisfy the requirements
                  set forth in the Notes in order to convert the Notes.

         If any of the Notes are in the form of a Global Security, then the
Company shall modify such notice to the extent required by the Applicable
Procedures.

         (c) A Holder may exercise its rights specified in subsection (a) of
this Section 701 upon delivery of a written notice (which shall be in
substantially the form included as an attachment to the Notes and which may be
delivered by letter, overnight courier, hand delivery, facsimile transmission or
in any other written form and, in the case of Global Securities, may be
delivered electronically or by other means in accordance with the Depository's
customary procedures) of the exercise of such rights (a "Fundamental Change
Purchase Notice") to any Paying Agent for receipt by such Paying Agent no later
than the close of business on the fifth Business Day next preceding the
Fundamental Change Purchase Date.

         The delivery of such Note to any Paying Agent (together with all
necessary endorsements) at the office of such Paying Agent shall be a condition
to the receipt by the Holder of the Fundamental Change Purchase Price.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 701, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000. Provisions of this First Supplemental
Indenture that apply to the purchase of all of a Note pursuant to Sections 701
through 706 also apply to the purchase of such portion of such Note.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 701 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of delivery of the Note to the Paying Agent in
accordance with this Section 701.

         Notwithstanding anything herein to the contrary, any Holder delivering
to a Paying Agent the Fundamental Change Purchase Notice contemplated by this
subsection (c) shall have the right to withdraw such Fundamental Change Purchase
Notice in whole or as to a portion thereof that is a principal amount of $1,000
or an integral multiple thereof at any time prior to the close of business on
the Business Day next preceding the Fundamental Change Purchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with Section
702.

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




                                       33
<PAGE>   39

         In the case of Global Securities, any Fundamental Change Purchase
Notice may be delivered or withdrawn and such Notes may be surrendered or
delivered for purchase in accordance with the Applicable Procedures.

         (d) Anything herein to the contrary notwithstanding, the Company shall
not be required to effect a Fundamental Change Offer following a Fundamental
Change if a third party makes the Fundamental Change Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Article 7 and purchases all of the Notes validly tendered and not withdrawn
under such Fundamental Change Offer.

Section 702 EFFECT OF FUNDAMENTAL CHANGE PURCHASE NOTICE.

         Upon receipt by any Paying Agent of the Fundamental Change Purchase
Notice specified in Section 701(c), the Holder of the Note in respect of which
such Fundamental Change Purchase Notice was given shall (unless such Fundamental
Change Purchase Notice is withdrawn as specified below) thereafter be entitled
to receive on the Fundamental Change Purchase Date the Fundamental Change
Purchase Price with respect to such Note together with interest accrued to such
Fundamental Change Purchase Date. Such Fundamental Change Purchase Price shall
be paid to such Holder promptly following the later of (a) the Fundamental
Change Purchase Date with respect to such Note (provided the conditions in
Section 701(c) have been satisfied) and (b) the time of delivery of such Note to
a Paying Agent by the Holder thereof in the manner required by Section 701(c).
Notes in respect of which a Fundamental Change Purchase Notice has been given by
the Holder thereof may not be converted into Common Stock on or after the date
of the delivery of such Fundamental Change Purchase Notice unless such
Fundamental Change Purchase Notice has first been validly withdrawn as specified
in the following paragraph.

         A Fundamental Change Purchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Fundamental Change Purchase Notice at any time prior to the
close of business on the Business Day immediately preceding the Fundamental
Change Purchase Date specifying:

         (1) if a Certificated Security has been issued, the certificate number
of the Notes in respect of which such notice of withdrawal is being submitted,
or if a Certificated Security has not been issued, such information as may be
required by Applicable Procedures;

         (2) the principal amount, in integral multiples of $1,000, of the Notes
being withdrawn; and

         (3) the principal amount of such Notes which remain subject to the
Fundamental Change Purchase Notice, if any.

Section 703 DEPOSIT OF FUNDAMENTAL CHANGE PURCHASE PRICE.

         On the Fundamental Change Purchase Date, the Company shall, to the
extent lawful accept for payment all the Notes or portions thereof properly
tendered pursuant to the Fundamental Change Offer and deliver or cause to be
delivered to the Trustee the Notes so



                                       34
<PAGE>   40

accepted together with an Officers' Certificate, stating the aggregate principal
amount of Notes or portions thereof being purchased.

         On or before 11:00 a.m., New York City time, on the Fundamental Change
Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent
(other than the Company or an Affiliate of the Company) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Fundamental Change Purchase Price of all the Notes or portions
thereof that are to be purchased as of such Fundamental Change Purchase Date.
The manner in which the deposit required by this Section 703 is made by the
Company shall be at the option of the Company; PROVIDED, HOWEVER, that such
deposit shall be made in a manner such that the Trustee or a Paying Agent shall
have immediately available funds on the Fundamental Change Purchase Date.

         If a Paying Agent holds, in accordance with the terms hereof, funds
sufficient to pay the Fundamental Change Purchase Price of any Note for which a
Fundamental Change Purchase Notice has been tendered and not withdrawn in
accordance with this First Supplemental Indenture then, on the Fundamental
Change Purchase Date such Note shall cease to be Outstanding and the rights of
the Holder in respect thereof shall terminate (other than the right to receive
the Fundamental Change Purchase Price). The Company shall publicly announce the
principal amount of Notes purchased as a result of such Fundamental Change on or
as soon as practicable after the Fundamental Change Purchase Date.

Section 704 SECURITIES PURCHASED IN PART.

         Any Note that is to be purchased only in part shall be surrendered at
the office of a Paying Agent and promptly after the Fundamental Change Purchase
Date the Company shall execute and the Trustee shall authenticate and deliver to
the Holder of such Note, without service charge (other than amounts to be paid
in respect of applicable transfer taxes), a new Note or Notes, of such
authorized denomination or denominations in integral multiples of $1,000 as may
be requested by such Holder, in aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

Section 705 COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF SECURITIES.

         In connection with any offer to purchase or purchase of Notes under
this Article (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 Securities Exchange Act at the time of
such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule
14e-1 and any other tender offer rules promulgated under the Securities Exchange
Act, (ii) file the related Schedule TO (or any successor schedule, form or
report), if required, under the Securities Exchange Act and (iii) otherwise
comply with all applicable federal and state securities laws so as to permit the
rights and obligations under this Article to be exercised in the time and in the
manner specified in this Article.

Section 706 REPAYMENT TO THE COMPANY.

         The Trustee and the Paying Agent shall return to the Company any cash
or Common Stock that remains unclaimed for two years, subject to applicable
unclaimed property law,




                                       35
<PAGE>   41

together with interest or dividends, if any, thereon held by them for the
payment of the Fundamental Change Purchase Price; PROVIDED, HOWEVER, that to the
extent that the aggregate amount of cash or Common Stock deposited by the
Company pursuant to Section 703 exceeds the aggregate Fundamental Change
Purchase Price of the Notes or portions thereof which the Company is obligated
to purchase as of the Fundamental Change Purchase Date, then on the Business Day
following the Purchase Date, the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon. Thereafter, any
Holder entitled to payment must look to the Company for payment as general
creditors, unless an applicable abandoned property law designates another
Person.

                                 ARTICLE EIGHT

                                 SUBORDINATION

Section 801 TERMS AND CONDITIONS OF SUBORDINATION

         The Company, for itself and its successors, and each Holder, by its
acceptance of Notes, agree that the payment of the principal of or interest on
or any other amounts due on the Notes is subordinated in right of payment, to
the extent and in the manner stated in this Article 8, to the prior payment in
full of all existing and future Senior Indebtedness of the Company. The Notes
shall rank pari passu with, and shall not be senior in right of payment to such
other Indebtedness of the Company whether outstanding on the date of this First
Supplemental Indenture or hereafter created, incurred, issued or guaranteed by
the Company, where the instrument creating or evidencing such Indebtedness
expressly provides that such Indebtedness ranks pari passu with the Notes.

         The Notes shall be subordinate in right of payment to all existing and
future Senior Indebtedness of the Company. The payment of the principal of,
interest on or any other amounts due on the Notes is subordinated in right of
payment to the prior payment in full of all existing and future Senior
Indebtedness. No payment on account of principal of, redemption of, interest on
or any other amounts due on the Notes, including, without limitation, any
payments on the Fundamental Change Offer, and no redemption, purchase or other
acquisition of the Notes may be made, including a purchase on a Purchase Date
pursuant to Article 6 hereof, except payments comprised solely of Permitted
Junior Securities, if:

         (1) a default in the payment of Designated Senior Indebtedness occurs
and is continuing beyond any applicable period of grace ("Payment Default"');or

         (2) a default other than a Payment Default on any Designated Senior
Indebtedness occurs and is continuing that permits the holders of Designated
Senior Indebtedness to accelerate its maturity, and the trustee receives a
notice of such default (a "Payment Blockage Notice") from the Company or from
any holder of Designated Senior Indebtedness or such holder's representative (a
"Non-Payment Default"),

but only for the period (the "Payment Blockage Period") commencing on the date
of receipt of the Payment Blockage Notice and ending (unless earlier terminated
by notice given to the Trustee by the holders of such Designated Senior
Indebtedness) (a) in the case of a Payment



                                       36
<PAGE>   42

Default, upon the date on which such Payment Default is cured or waived or
ceases to exist, and (b) in the case of a Non-Payment Default, the earliest of
the date on which such Non-Payment Default is cured or waived or ceases to exist
or 180 days from the date notice is received, if the maturity of the Designated
Senior Indebtedness has not been accelerated. Upon termination of the Payment
Blockage Period, payments on account of principal of or interest on the Notes
(other than, subject to Section 802 hereof, amounts due and payable by reason of
the acceleration of the maturity of the Notes) and redemptions, purchases or
other acquisitions shall be made by or on behalf of the Company.

         Notwithstanding the foregoing, only one Payment Blockage Notice with
respect to the same event of default or any other events of default existing or
continuing at the time of notice on the same issue of Designated Senior
Indebtedness may be given and no new Payment Blockage Period may be commenced by
the holders of Designated Senior Indebtedness unless 360 consecutive days have
elapsed since the initial effectiveness of the immediately preceding Payment
Blockage Notice.

         If the Trustee or any Holder of Notes receives any payment or
distribution of the Company's assets of any kind in contravention of any of the
terms hereof, whether in cash, property or securities, in respect of the Notes
before all Senior Indebtedness is paid in full, then the payment or distribution
will be held by the recipient in trust for the benefit of holders of Senior
Indebtedness, and will be immediately paid over or delivered to the holders of
Senior Indebtedness or their representative or representatives to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid,
after giving effect to any concurrent payment or distribution, or provision
therefor, to or for the holders of Senior Indebtedness.

Section 802 DISTRIBUTION ON ACCELERATION OF NOTES; DISSOLUTION AND
            REORGANIZATION.

         (a) If the Notes are declared due and payable because of the occurrence
of an Event of Default, the Company or the Trustee shall give prompt written
notice to the holders of all Senior Indebtedness or to the trustee(s) for such
Senior Indebtedness of such acceleration.

         (b) Upon (i) any acceleration of the principal amount due on the Notes
because of an Event of Default or (ii) any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization of the Company
(whether in bankruptcy, insolvency or receivership proceedings or upon an
assignment for the benefit of creditors or any other dissolution, winding up,
liquidation or reorganization of the Company):

                  (1) the holders of all Senior Indebtedness shall first be
         entitled to receive payment in full of the principal thereof, the
         interest thereon and any other amounts due thereon before the Holders
         are entitled to receive payment on account of the principal of or
         interest on or any other amounts due on the Notes, except payments
         comprised solely of Permitted Junior Securities;

                  (2) any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities (other
         than Permitted Junior Securities), to which the holders or the Trustee
         would be entitled except for the provisions of this Article 8, shall be
         paid by the liquidating trustee or agent or other Person making such a
         payment or




                                       37
<PAGE>   43

         distribution, directly to the holders of Senior Indebtedness (or their
         representatives(s) or trustee(s) acting on their behalf), ratably
         according to the aggregate amounts remaining unpaid on account of the
         principal of or interest on and other amounts due on the Senior
         Indebtedness held or represented by each, to the extent necessary to
         make payment in full of all Senior Indebtedness remaining unpaid, after
         giving effect to any concurrent payment or distribution to the holders
         of such Senior Indebtedness; and

                  (3) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Company of any kind or
         character, whether in cash, property or securities (other than payments
         comprised solely of Permitted Junior Securities), shall be received by
         the Trustee or the holders before all Senior Indebtedness is paid in
         full, such payment or distribution shall be held in trust for the
         benefit of, and be paid over to upon request by a holder of the Senior
         Indebtedness, the holders of the Senior Indebtedness remaining unpaid
         (or their representatives) or trustee(s) acting on their behalf,
         ratably as aforesaid, for application to the payment of such Senior
         Indebtedness until all such Senior Indebtedness shall have been paid in
         full, after giving effect to any concurrent payment or distribution to
         the holders of such Senior Indebtedness.

         The foregoing is subject to the last paragraph of Section 16.3 of the
Indenture.

         Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions of cash, property or securities of the Company
applicable to the Senior Indebtedness until the principal of and interest on the
Notes shall be paid in full and, for purposes of such subrogation, no such
payments or distributions to the holders of Senior Indebtedness of cash,
property or securities which otherwise would have been payable or distributable
to Holders shall, as between the Company, its creditors other than the holders
of Senior Indebtedness, and the Holders, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness, it being understood that
the provisions of this Article 8 are and are intended solely for the purpose of
defining the relative rights of the Holders, on the one hand, and the holders of
Senior Indebtedness, on the other hand.

         Nothing contained in this Article 8 or elsewhere in this First
Supplemental Indenture, the Indenture or in the Notes is intended to or shall
(i) impair, as between the Company and its creditors other than the holders of
Senior Indebtedness, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders the principal of and interest on the Notes
as and when the same shall become due and payable in accordance with the terms
of the Notes or is intended to or (ii) affect the relative rights of the Holders
and creditors of the Company other than holders of Senior Indebtedness or, as
between the Company and the Trustee, the obligations of the Company to the
Trustee, or (iii) prevent the Trustee or the Holders from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture
and this First Supplemental Indenture, subject to the rights, if any, under this
Article 8 of the holders of Senior Indebtedness in respect of cash, property and
securities of the Company received upon the exercise of any such remedy.



                                       38
<PAGE>   44

         Upon distribution of assets of the Company referred to in this Article
8, the Trustee, subject to the provisions of Sections 6.1 of the Indenture, and
the Holders shall be entitled to rely upon a certificate of the liquidating
trustee or agent or other Person making any distribution to the Trustee or to
the Holders for the purpose of ascertaining the Persons entitled to participate
in such distribution, the holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 8. The Trustee, however, shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness. Nothing contained in this
Article 8 or elsewhere in this First Supplemental Indenture, the Indenture or in
any of the Notes, shall prevent the good faith application by the Trustee of any
moneys which were deposited with it hereunder, prior to its receipt of written
notice of facts which would prohibit such application, for the purpose of the
payment of or on account of the principal of or interest on, the Notes unless,
prior to the date on which such application is made by the Trustee, the Trustee
shall be charged with notice under Section 802(d) hereof of the facts which
would prohibit the making of such application.

         (c) The provisions of this Article 8 shall not be applicable to any
cash, properties or securities received by the Trustee or by any Holder when
received as a holder of Senior Indebtedness and nothing in the Indenture or this
First Supplemental Indenture shall deprive the Trustee or such Holder of any of
its rights as such holder.

         (d) The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment of
money to or by the Trustee in respect of the Notes pursuant to the provisions of
this Article 8. The Trustee, subject to the provisions of Section 6.1 of the
Indenture, shall be entitled to assume that no such fact exists unless the
Company or any holder of Senior Indebtedness or any trustee therefor has given
such notice to the Trustee. Notwithstanding the provisions of this Article 8 or
any other provisions of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any fact which would prohibit the making of any
payment of monies to or by the Trustee in respect of the Notes pursuant to the
provisions in this Article 8, unless, and until three Business Days after, the
Trustee shall have received written notice thereof from the Company or any
holder or holders of Senior Indebtedness or from any trustee therefor; and,
prior to the receipt of any such written notice, the Trustee, subject to the
provisions of Sections 6.1 of the Indenture, shall be entitled in all respects
conclusively to assume that no such facts exist; provided that if on a date not
less than three Business Days immediately preceding the date upon which by the
terms hereof any such monies may become payable for any purpose (including,
without limitation, the principal of or interest on any Note), the Trustee shall
not have received with respect to such monies the notice provided for in this
Section 802(d), than anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to
apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness (or a trustee on behalf of such holder) to establish that such
notice has been given by a holder of Senior Indebtedness (or a trustee on behalf
of any such holder or holders). In the event that the Trustee determines in good
faith that



                                       39
<PAGE>   45

further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article 8, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article 8, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment; nor shall the Trustee be
charged with knowledge of the curing or waiving of any default of the character
specified in Section 801 or that any event or any condition preventing any
payment in respect of the Notes shall have ceased to exist, unless and until the
Trustee shall have received an Officers' Certificate to such effect.

         (e) The provisions of this Section 802 applicable to the Trustee shall
also apply to any Paying Agent for the Company.

         (f) Each Holder of a Note, by its acceptance thereof, authorizes and
directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article 8 and
appoints the Trustee its attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding up or liquidation or
reorganization under any applicable bankruptcy law of the Company (whether in
bankruptcy, insolvency or receivership proceedings or otherwise), the timely
filing of a claim for the unpaid balance of such Holder's Notes in the form
required in such proceedings and the causing of such claim to be approved. If
the Trustee does not file a claim or proof of debt in the form required in such
proceedings prior to 30 days before the expiration of the time to file such
claims or proofs, then any Holder or holders of Senior Indebtedness or their
representative or representatives shall have the right to demand, sue for,
collect, receive and receipt for the payments and distributions in respect of
the Notes which are required to be paid or delivered to the holders of Senior
Indebtedness as provided in this Article 8 and to file and prove all claims
therefore and to take all such other action in the name of the holders or
otherwise, as such holders of Senior Indebtedness or representative thereof may
determine to be necessary or appropriate for the enforcement of the provisions
of this Article 8.

Section 803 APPLICATION OF ARTICLE 16 OF THE INDENTURE.

         The provisions of Section 801 and 802 (except as provided therein)
replace the provisions of Sections 16.2 and 16.3 of the Indenture. In all other
cases, the provisions of this Article Eight supplement, and to the extent
inconsistent with replace, the provisions of Article 16 of the Indenture.
References in Article 16 of the Indenture to such Article 16 shall be deemed to
refer to such Article as amended hereby.



                                       40
<PAGE>   46

                                  ARTICLE NINE

                            MISCELLANEOUS PROVISIONS

Section 901 INTEGRAL PART.

         This First Supplemental Indenture constitutes an integral part of the
Indenture with respect to the Notes only.

Section 902 GENERAL DEFINITIONS.

         For all purposes of this First Supplemental Indenture:

         (a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture; and

         (b) the terms "herein," "hereof," "hereunder" and other words of
similar import refer to this First Supplemental Indenture.

Section 903 ADOPTION, RATIFICATION AND CONFIRMATION.

         The Indenture, as supplemented and amended by this First Supplemental
Indenture, is in all respects hereby adopted, ratified and confirmed, and this
First Supplemental Indenture shall be deemed part of the Indenture in the manner
and to the extent herein and therein provided. The provisions of this First
Supplemental Indenture shall, subject to the terms hereof, supersede the
provisions of the Indenture to the extent the Indenture is inconsistent
herewith.

Section 904 COUNTERPARTS.

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

Section 905 GOVERNING LAW.

         THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.

Section 906 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST INDENTURE ACT OF
            1939.

         If and to the extent that any provision of this First Supplemental
Indenture limits, qualifies or conflicts with a provision required under the
terms of the Trust Indenture Act of 1939, as amended, such Trust Indenture Act
provision shall control.




                                       41
<PAGE>   47

Section 907 EFFECT OF HEADINGS.

         The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.

Section 908 SEVERABILITY OF PROVISIONS.

         In case any provision in this First Supplemental Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

Section 909 SUCCESSORS AND ASSIGNS.

         All covenants and agreements in this First Supplemental Indenture by
the parties hereto shall bind their respective successors and assigns and inure
to the benefit of their respective successors and assigns, whether so expressed
or not.

Section 910 BENEFIT OF SUPPLEMENTAL INDENTURE.

         Nothing in this First Supplemental Indenture, express or implied, shall
give to any Person, other than the parties hereto, any Security Registrar, any
Paying Agent, any Conversion Agent and their successors hereunder and the
Holders of the Notes, any benefit or any legal or equitable right, remedy or
claim under this First Supplemental Indenture.

Section 911 ACCEPTANCE BY TRUSTEE.

         The Trustee accepts the amendments to the Indenture effected by this
First Supplemental Indenture and agrees to execute the trusts created by the
Indenture as hereby amended, but only upon the terms and conditions set forth in
this First Supplemental Indenture and the Indenture. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals contained herein, which shall be taken as the
statements of the Company and except as provided in the Indenture the Trustee
shall not be responsible or accountable in any way whatsoever for or with
respect to the validity or execution or sufficiency of this First Supplemental
Indenture and the Trustee makes no representation with respect thereto.

Section 912 CALCULATIONS.

         The Company shall be responsible for making all calculations called for
under the Notes. The Company shall make all such calculations in good faith and,
absent manifest error, such calculations shall be final and binding on the
Holders of the Notes. The Company shall provide a schedule of its calculations
to the Trustee, and the Trustee is entitled to rely upon the accuracy of the
Company's calculations without independent calculation.



                                       42
<PAGE>   48
         IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year first above
written.

                                    JABIL CIRCUIT, INC.


                                    By /s/ FORBES I.J. ALEXANDER
                                       -----------------------------------------
                                       Forbes I.J. Alexander, Treasurer


                                    THE BANK OF NEW YORK,
                                                     as Trustee

                                    By /s/ MARY LAGUMINA
                                       -----------------------------------------
                                       Mary LaGumina, Vice President




                                       43
<PAGE>   49
                                                                         ANNEX A


                                 GLOBAL SECURITY

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

         THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

                           [FORM OF FACE OF SECURITY]

Issue Date:  May 2, 2001                        Principal Amount:  $____________

Registered:  No. R-1                            CUSIP:  466313 AA 1
                                                ISIN: US466313AA11


                               JABIL CIRCUIT, INC.

                  1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021

         Jabil Circuit, Inc., a corporation organized and existing under the
laws of Delaware (herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of _____________ DOLLARS ($___________) on May 15,





                                      A-1
<PAGE>   50

2021 and to pay interest thereon from May 2, 2001 or from the most recent date
to which interest has been paid or duly provided for, semiannually on May 15 and
November 15 in each year (each, an "Interest Payment Date"), commencing November
15, 2001, at the rate of 1.75% per annum, until the principal hereof is paid or
duly made available for payment or otherwise provided for in accordance with the
terms hereof. Interest on this Note shall be calculated on the basis of a
360-day year consisting of twelve 30-day months. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date shall, as
provided in such Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the May 1 or November
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any interest which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder hereof on the relevant Regular Record Date by
virtue of having been such Holder, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Company, notice whereof shall be given to the Holders of Notes
as provided in such Indenture. If any Interest Payment Date, the Stated Maturity
or any date fixed for redemption or repurchase shall fall on a day which is not
a Business Day, the required payment shall be paid on the next succeeding
Business Day with the same force and effect as if made on such date and no
interest on such payment shall accrue from and after such date. If the last day
on which a Holder of a Note has a right to convert a Note falls on a day which
is not a Business Day, the Note shall convert on the next succeeding Business
Day with the same force and effect as if converted on such last day for
conversion.

         Payment of the principal of and interest, if any, on this Note will be
made at the office or agency of the Company maintained for that purpose in The
City of New York, in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company, payment of interest, if
any, may be made by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register or by wire transfer of
immediately available funds to an account previously specified in writing by
such Person to the Company and the Trustee.

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

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



                                      A-2
<PAGE>   51
                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated: May 2, 2001







                  Seal

                                        JABIL CIRCUIT, INC.



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

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








                                      A-3
<PAGE>   52

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                            THE BANK OF NEW YORK, as Trustee


                                            ------------------------------------
                                                     Authorized Officer


Date of Authentication: May 2, 2001



<PAGE>   53

                       [FORM OF REVERSE SIDE OF SECURITY]

                               JABIL CIRCUIT, INC

                  1.75% CONVERTIBLE SUBORDINATED NOTES DUE 2021

         This Security is one of a duly authorized issue of subordinated debt
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture (the "Original Indenture"),
dated as of May 2, 2001, between the Company and The Bank of New York, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), as amended by the First Supplemental Indenture thereto
(the "First Supplemental Indenture" and, together with the Original Indenture,
the "Indenture"), dated as of May 2, 2001, between the Company and the Trustee,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof (herein called the "Notes"), limited in aggregate principal
amount to $300,000,000 ($345,000,000 if the underwriter exercises its
over-allotment option) created pursuant to the Indenture. Capitalized terms used
and not otherwise defined in this Note are used as defined in the Indenture.

         The payment of the principal of, interest on or any other amounts due
on the Notes is subordinated in right of payment to all existing and future
Senior Indebtedness of the Company, as described in the Indenture. Each Holder,
by accepting a Note, agrees to such subordination and authorizes and directs the
Trustee on its behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and appoints the Trustee as its
attorney-in-fact for such purpose.

INTEREST ON OVERDUE AMOUNTS

         If the principal amount hereof or any portion of such principal amount
is not paid when due (whether upon acceleration pursuant to an Event of Default
as provided in the Indenture, upon the date set for payment of the Redemption
Price as described under "Optional Redemption," upon the date set for payment of
the Fundamental Change Purchase Price pursuant to "Purchase of Notes at Option
of Holder Upon a Fundamental Change," upon the date set for payment of the
Purchase Price under "Purchase by the Company at the Option of the Holder" or
upon the Stated Maturity of this Note) or if interest due hereon, if any (or any
portion of such interest), is not paid when due, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 1.75% per annum, 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 as set forth in the Indenture.

METHOD OF PAYMENT

         Payments in respect of principal of and interest, if any, on the Notes
shall be made by the Company in immediately available funds.




                                       2
<PAGE>   54

SECURITY REGISTRAR, PAYING AGENT AND CONVERSION AGENT.

         Initially, the Trustee shall act as Security Registrar, Paying Agent
and Conversion Agent. The Company may appoint and change any Security Registrar,
Paying Agent and Conversion Agent without notice, other than notice to the
Trustee, except that the Company shall maintain at least one Paying Agent in the
State of New York, The 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 Security Registrar, Paying
Agent or Conversion Agent.

OPTIONAL REDEMPTION

         No sinking fund is provided for the Notes. At any time on or after May
18, 2004, the Notes are redeemable, in whole or in part from time to time, at
the option of the Company in accordance with the Indenture at a redemption price
(the "Redemption Price") equal to 100% of the principal amount of the Notes to
be redeemed plus accrued and unpaid interest to, but excluding, the date fixed
for redemption (the "Redemption Date").

         If the Company redeems less than all of the Outstanding Notes, the
Trustee shall select the Notes to be redeemed in multiples of $1,000 (i) by lot,
(ii) pro rata, or (iii) by another method the Trustee considers fair and
appropriate. If the Trustee selects a portion of a Holder's Notes for partial
redemption and the Holder converts a portion of the same Notes, the converted
portion shall be deemed to be from the portion selected for redemption.

NOTICE OF REDEMPTION

         Notice of optional redemption by the Company shall be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at its registered
address. Notes in denominations larger than $1,000 principal amount may be
redeemed in part, but only in whole multiples of $1,000. On and after the
Redemption Date, subject to the deposit with the Paying Agent of funds
sufficient to pay the Redemption Price for such Notes, all interest shall cease
to accrue on such Notes or portions thereof called for redemption in such
notice.

PURCHASE OF NOTES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

         If a Fundamental Change occurs, Holders of Notes shall have the right,
at their option, to require the Company to purchase all of such Holder's Notes
not previously called for redemption, or any portion of the principal amount
thereof, that is equal to $1,000 or an integral multiple of $1,000, pursuant to
a Fundamental Change Offer. The Company shall pay the Fundamental Change
Purchase Price in cash equal to 100% of the aggregate principal amount of the
Notes to be purchased.

         Within 15 Business Days following any Fundamental Change, the Company
shall provide notice in accordance with the provisions of Section 701(b) of the
First Supplemental Indenture.



                                       3
<PAGE>   55

         To exercise its purchase right, Holders of Notes must deliver the form
entitled "Option of Holder to Elect Purchase," in the form attached hereto, so
as to be received by the Paying Agent no later than the close of business on the
fifth Business Day prior to the Fundamental Change Purchase Date. Any Purchase
Notice may be withdrawn by the Holder by a written notice provided in accordance
with the provisions of Section 702 of the First Supplemental Indenture.

         On the Fundamental Change Purchase Date, the Company shall, to the
extent lawful, accept for payment all the Notes or portions thereof properly
tendered pursuant to the Fundamental Change Offer, deposit with the Paying Agent
an amount equal to the Fundamental Change Purchase Price in respect of all the
Notes or portions thereof so tendered, and deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate,
stating the aggregate principal amount of Notes or portions thereof being
purchased.

         The Company shall not be required to make a Fundamental Change Offer
following a Fundamental Change if a third party makes the Fundamental Change
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in the Indenture applicable to a Fundamental Change Offer
made by the Company and purchases all of the Notes validly tendered and not
withdrawn under such Fundamental Change Offer.

         If cash sufficient to pay the Fundamental Change Purchase Price of all
Notes or portions thereof to be purchased as of the Fundamental Change Purchase
Date is deposited with the Paying Agent by 11:00 a.m. on the Fundamental Change
Purchase Date, all interest shall cease to accrue on such Notes (or portions
thereof) immediately after such Fundamental Change Purchase Date, and the Holder
hereof shall have no other rights as such (other than the right to receive the
Fundamental Change Purchase Price upon surrender of such Note).

CONVERSION

         The Holder of any Note shall have the right, exercisable at any time
after the Issue Date of the Notes and before the close of business on the
Business Day immediately preceding the date of Stated Maturity, to convert the
principal amount of the Notes (or any portion of it that is an integral multiple
of $1,000) into shares of Common Stock at the Conversion Price, subject to
adjustment as described below. The foregoing notwithstanding, if a Note is
called for redemption, such conversion right shall terminate at the close of
business on the Business Day immediately preceding the Redemption Date, unless
the Company defaults in making the payment due on the Redemption Date, in which
case the conversion right shall terminate at the close of business on the date
such default is cured and such payment is made.

         A Note in respect of which a Holder has delivered a Purchase Notice or
a Fundamental Change 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 Price is $41.038 per share of Common Stock, subject to
adjustment upon the occurrence of certain events described in the Indenture. The
shares of Common Stock shall be deliverable through the Conversion Agent to
Holders surrendering Notes as promptly as practicable but in any event no later
than the fifth Business Day following the Conversion Date. The Company shall
deliver cash or a check in lieu of any fractional share of Common Stock.



                                       4
<PAGE>   56

         Except as provided in the next succeeding paragraph, on conversion of a
Holder's Notes, such Holder shall not receive any cash payment of interest. The
Company's delivery to a Holder of the full number of shares of Common Stock into
which a Note is convertible shall be deemed to satisfy the Company's obligation
to pay the principal amount at maturity of the Note and to satisfy the Company's
obligation to pay accrued interest attributable to the period from the most
recent Interest Payment Date through the Conversion Date.

         If any Notes are converted during the period after any Regular Record
Date but before the next Interest Payment Date, interest on such Notes shall be
paid on the next Interest Payment Date, notwithstanding such conversion, to the
Holder of record on the Regular Record Date. Any Notes that are, however,
delivered to the Company for conversion after any Regular Record Date but before
the next Interest Payment Date must, except as described in the next sentence,
be accompanied by a payment equal to the interest payable on such Interest
Payment Date on the principal amount of Notes being converted. The Company shall
not require the payment to it described in the preceding sentence if, during the
period between a Regular Record Date and the Interest Payment Date to which such
Regular Record Date relates, a conversion occurs prior to a Redemption Date
falling during such period. No fractional shares will be issued upon conversion,
but a cash adjustment shall be made for any fractional shares.

         To convert a Note, a Holder must (a) complete and manually sign the
form entitled "Conversion Notice," in the form attached hereto, and deliver such
notice to the Conversion Agent, (b) surrender the Note to the Conversion Agent,
(c) furnish appropriate endorsements and transfer documents (including any
certification that may be required under applicable law) if required by the
Conversion Agent and (d) pay any transfer or similar tax, if required.

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 any May 15 in the years 2004, 2006, 2009 and 2014 at a Purchase
Price equal to 100% of the principal amount thereof plus accrued and unpaid
interest to, but excluding, the Purchase Date, 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 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.

         The Purchase Price may be paid, at the option of the Company, in cash
or by the issuance of Common Stock (as provided in the Indenture), or in any
combination thereof.

         Holders have the right to withdraw any Purchase Notice by delivering to
the Paying Agent a written notice of withdrawal prior to the close of business
on the Business Day immediately preceding the Purchase Date in accordance with
the provisions of Section 609 of the First Supplemental Indenture.

         If cash or securities sufficient to pay the Purchase Price of all Notes
or portions thereof to be purchased as of the Purchase Date is deposited with
the Paying Agent by 11:00 a.m. on the Purchase Date, all interest shall cease to
accrue on such Notes (or portions thereof) immediately



                                       5
<PAGE>   57

after such Purchase Date, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price upon surrender of such
Note).

TRANSFER

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration or transfer at the office or agency
in a Place of Payment for the Notes, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Notes, of any authorized
denominations and for the same aggregate principal amount, executed by the
Company and authenticated and delivered by the Trustee, shall be issued to the
designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations set forth therein and on the face
of this Note, Notes are exchangeable for a like aggregate principal amount of
Notes of a different authorized denomination as requested by the Holder
surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee or any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

AMENDMENT, SUPPLEMENT AND WAIVER

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Notes under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Notes at the time Outstanding. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Company with certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Note.

SUCCESSOR CORPORATION

         When a successor corporation assumes all the obligations of its
predecessor under the Notes and the Indenture in accordance with the terms and
conditions of the Indenture, the



                                       6
<PAGE>   58

predecessor corporation will (except in certain circumstances specified in the
Indenture) be released from those obligations.

DEFAULTS AND REMEDIES

         If an Event of Default (other than an Event of Default resulting from
certain events (as provided in the Indenture) of bankruptcy, insolvency or
reorganization involving the Company) shall have occurred and be continuing, the
Trustee or the Holders of not less than 25% in aggregate principal amount of the
Notes then Outstanding may declare to be immediately due and payable, subject to
the subordination provisions set forth in the Indenture, the principal amount of
all of the Notes then Outstanding plus accrued but unpaid interest to the date
of acceleration; PROVIDED, HOWEVER, that after such acceleration but before a
judgment or decree based on acceleration is obtained by the Trustee, the Holders
of a majority in aggregate principal amount of such Outstanding Notes may, under
the certain circumstances provided in the Indenture, rescind and annul such
acceleration. In case an Event of Default resulting from certain events (as
provided in the Indenture) of bankruptcy, insolvency or reorganization involving
the Company shall occur, such amount with respect to all of the Notes shall be
due and payable immediately without any declaration or other act on the part of
the Trustee or the Holders of Notes, subject to the subordination provisions set
forth in the Indenture.

         The Holders of a majority in principal amount of the Notes then
Outstanding shall have the right to waive any existing default or compliance
with any provision of the Indenture or of the Notes and to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, subject to certain limitations specified in the Indenture.

         No Holder of the Notes shall have any right to institute any proceeding
with respect to the Indenture or for any remedy thereunder other than in
accordance with the provisions of the Indenture.

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, as in effect from time to time. The Notes are subject to all such
terms, and Holders are referred to the Indenture and the Trust Indenture Act for
a statement of those terms.

NO RECOURSE AGAINST OTHERS

         No recourse shall be had for the payment of the principal of or the
interest, if any, on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, shareholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment of penalty or otherwise, all such liability
being, by acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.



                                       7
<PAGE>   59

AUTHENTICATION

         This Note shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of this
Note.

INDENTURE TO CONTROL; GOVERNING LAW

         In the case of any conflict between the provisions of this Note and the
Indenture, the provisions of the Indenture shall control.

         THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
OR INSTRUMENTS ENTERED INTO AND, IN EACH CASE, PERFORMED IN SAID STATE.




                                       8
<PAGE>   60

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

         Please insert social security number or other identifying number of
         assignee:

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

         Please print or type name and address (including zip code) of assignee:

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

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

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

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


the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________ attorney to transfer said Note of Jabil
Circuit, Inc. on the books of Jabil Circuit, Inc. with full power of
substitution in the premises.



       --------------------------------
Dated:
       --------------------------------


         NOTICE: The Signature to this assignment form must be guaranteed by an
institution which is a member of one of the following recognized signature
guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP);
(ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock
Exchange Medallion Program (SEMP); or (iv) such other guaranty program
acceptable to the Trustee.




                                      A-2-1
<PAGE>   61
                                CONVERSION NOTICE

         To convert this Note into Common Stock of the Company, check
the box: [ ]


         To convert only part of this Note, state the principal amount to be
converted (must be $1,000 or a multiple of $1,000): $__________.

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


--------------------------------------------------------------------------------
                (Insert other person's soc. sec. or tax I.D. no.)


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

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

*Signature guaranteed by:
                          ----------------------------------------------------


By:
    ------------------------------




















--------------
* The Signature must be guaranteed by an institution which is a member of
one of the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.

                                     A-2-2
<PAGE>   62

            OPTION OF HOLDER TO ELECT PURCHASE ON FUNDAMENTAL CHANGE

         If you want to elect to have this Note purchased, in whole or in part,
by the Company pursuant to Section 701 of the Supplemental Indenture, check the
following box: [ ]

         If you want to have only part of this Note purchased by the Company
pursuant to Section 701 of the Supplemental Indenture, state the principal
amount you want to be purchased (must be $1,000 or a multiple of $1,000):

$
------------.

*Signature guaranteed by:
                          ----------------------------------------------------


By:
    ------------------------------




















--------------
* The Signature must be guaranteed by an institution which is a member of
one of the following recognized signature guaranty programs: (i) the Securities
Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or
(iv) such other guaranty program acceptable to the Trustee.





                                     A-2-3