<PAGE>

                                                                     EXHIBIT 4.3


                                                                  EXECUTION COPY


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                                  $250,000,000
                             4.75% CONVERTIBLE NOTES
                              DUE DECEMBER 1, 2006



                                     Between



                              RITE AID CORPORATION



                                    as Issuer



                                       and



                            BNY MIDWEST TRUST COMPANY
                                   as Trustee






                          Dated as of November 19, 2001




================================================================================
<PAGE>

                                TABLE OF CONTENTS


                                                                           Page
                                                                           ----

RECITALS..................................................................... 1


                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

SECTION 1.01.  Definitions...................................................1
SECTION 1.02.  Compliance Certificates and Opinions; Form
                    of Documents Delivered to Trustee.......................13
SECTION 1.03.  Acts of Holders of Securities ...............................15
SECTION 1.04.  Notices, etc.................................................16
SECTION 1.05.  Notice to Holders of Securities; Waiver......................17
SECTION 1.06.  Effect of Headings and Table of Contents.....................17
SECTION 1.07.  Successors and Assigns.......................................17
SECTION 1.08.  Separability Clause..........................................17
SECTION 1.09.  Benefits of Indenture........................................18
SECTION 1.10.  Governing Law................................................18
SECTION 1.11.  Legal Holidays...............................................18
SECTION 1.12.  Conflict with Trust Indenture Act............................18


                                   ARTICLE II

                                 Security Forms

SECTION 2.01.  Forms Generally..............................................20
SECTION 2.02.  Form of Face of Security.....................................22
SECTION 2.03.  Form of Reverse of Security..................................27
SECTION 2.04.  Form of Trustee's Certificate of
                    Authentication..........................................38


                                   ARTICLE III

                                 The Securities

SECTION 3.01.  Title and Terms..............................................39
SECTION 3.02.  Denominations................................................40
SECTION 3.03.  Execution, Authentication, Delivery and
                    Dating..................................................40
SECTION 3.04.  Temporary Securities.........................................41
SECTION 3.05.  Registration, Registration of Transfer
                    and Exchange; Restrictions on
                    Transfer................................................43
SECTION 3.06.  Mutilated, Destroyed, Lost or Stolen
                    Securities..............................................46
SECTION 3.07.  Payment of Interest, Interest Rights
                    Preserved...............................................47
SECTION 3.08.  Persons Deemed Owners........................................49
SECTION 3.09.  Cancelation..................................................49
SECTION 3.10.  Computation of Interest......................................50
SECTION 3.11.  CUSIP Numbers................................................50
SECTION 3.12.  Regulation S.................................................50



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                                                                  Contents, p. 2


                                                                           Page
                                                                           ----

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.01.  Satisfaction and Discharge of Indenture......................50
SECTION 4.02.  Application of Trust Money...................................52


                                    ARTICLE V

                                    REMEDIES

SECTION 5.01.  Events of Default.............................................53
SECTION 5.02.  Acceleration of Maturity; Rescission and
                    Annulment................................................55
SECTION 5.03.  Collection of Indebtedness and Suits for
                    Enforcement by Trustee...................................57
SECTION 5.04.  Trustee May File Proofs of Claim..............................58
SECTION 5.05.  Trustee May Enforce Claims Without
                    Possession of Securities.................................59
SECTION 5.06.  Application of Money Collected................................59
SECTION 5.07.  Limitation on Suits...........................................59
SECTION 5.08.  Unconditional Right of Holders to Receive
                    Principal and Interest and to Convert....................60
SECTION 5.09.  Restoration of Rights and Remedies............................61
SECTION 5.10.  Rights and Remedies Cumulative................................61
SECTION 5.11.  Delay or Omission Not Waiver..................................61
SECTION 5.12.  Control by Holders of Securities..............................61
SECTION 5.13.  Waiver of Past Defaults.......................................62
SECTION 5.14.  Undertaking for Costs.........................................62
SECTION 5.15.  Waiver of Stay or Extension Laws..............................63



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                                                                  Contents, p. 3


                                                                           Page
                                                                           ----
                                   ARTICLE VI

                                   The Trustee

SECTION 6.01.  Certain Duties and Responsibilities...........................63
SECTION 6.02.  Notice of Defaults............................................65
SECTION 6.03.  Certain Rights of Trustee.....................................65
SECTION 6.04.  Not Responsible for Recitals or
                    Issuance of Securities...................................66
SECTION 6.05.  May Hold Securities, Act as Trustee Under
                    Other Indentures.........................................67
SECTION 6.06.  Money Held in Trust...........................................67
SECTION 6.07.  Compensation and Reimbursement................................67
SECTION 6.08.  Corporate Trustee Required; Eligibility.......................68
SECTION 6.09.  Resignation and Removal; Appointment of
                    Successor................................................69
SECTION 6.10.  Acceptance of Appointment by Successor........................70
SECTION 6.11.  Merger, Conversion, Consolidation or
                    Succession to Business...................................71
SECTION 6.12.  Authenticating Agent..........................................71


                                   ARTICLE VII

                Holder's Lists and Reports by Trustee and Company

SECTION 7.01.  Company to Furnish Trustee Names and
                    Addresses of Holders.....................................73
SECTION 7.02.  Preservation of Information;
                    Communications to Holders................................74
SECTION 7.03.  Reports by the Company........................................74


                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 8.01.  Company May Consolidate, etc., Only on
                    Certain Terms............................................75
SECTION 8.02.  Successor Substituted.........................................76


                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent
                    of Holders of Securities.................................77
SECTION 9.02.  Supplemental Indentures with Consent of
                    Holders of Securities....................................78
SECTION 9.03.  Execution of Supplemental Indentures..........................79
SECTION 9.04.  Effect of Supplemental Indentures.............................80
SECTION 9.05.  Reference in Securities to Supplemental
                    Indentures...............................................80

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                                                                  Contents, p. 4


                                                                           Page
                                                                           ----

                                    ARTICLE X

                                    Covenants

SECTION 10.01.  Payment of Principal and Interest............................80
SECTION 10.02.  Maintenance of Offices or Agencies...........................80
SECTION 10.03.  Money for Security Payments To Be Held
                    in Trust.................................................81
SECTION 10.04.  Corporate Existence..........................................83
SECTION 10.05.  Maintenance of Properties....................................83
SECTION 10.06.  Compliance with Laws.........................................84
SECTION 10.07.  Payment of Taxes and Other Claims............................84
SECTION 10.08.  Delivery of Certain Information..............................84
SECTION 10.09.  Statement by Officers as to Default..........................85
SECTION 10.10.  Resale of Certain Securities.................................85
SECTION 10.11.  Waiver of Certain Covenants..................................86
SECTION 10.12.  Registration Rights..........................................86
SECTION 10.13.  Book-Entry System............................................86


                                   ARTICLE XI

                            Redemption of Securities

SECTION 11.01.  Right of Redemption..........................................87
SECTION 11.02.  Applicability of Article.....................................87
SECTION 11.03.  Election To Redeem; Notice to Trustee........................87
SECTION 11.04.  Notice of Redemption.........................................87
SECTION 11.05.  Deposit of Redemption Price..................................88
SECTION 11.06.  Securities Payable on Redemption Date........................88
SECTION 11.07.  Selection of Securities to Be Redeemed.......................89


                                   ARTICLE XII

                            Conversion of Securities

SECTION 12.01.  Conversion Privilege and Conversion
                    Rate.....................................................90
SECTION 12.02.  Exercise of Conversion Privilege.............................91
SECTION 12.03.  Fractions of Shares of Common Stock..........................93
SECTION 12.04.  Adjustment of Conversion Rate................................93
SECTION 12.05.  Notice of Adjustments of Conversion
                    Rate....................................................101
SECTION 12.06.  Notice of Certain Corporate Action..........................102
SECTION 12.07.  Company To Reserve Common Stock.............................103
SECTION 12.08.  Taxes on Conversions........................................103
SECTION 12.09.  Covenant as to Common Stock.................................104
SECTION 12.10.  Cancelation of Converted Securities.........................104
SECTION 12.11.  Provision in Case of Consolidation, Merger
                    or Conveyance of Assets.................................104
SECTION 12.12.  Responsibility of Trustee for Conversion
                    Provisions..............................................106
SECTION 12.13.  Repayment of Certain Funds Upon
                    Conversion..............................................106
SECTION 12.14.  Resriction on Common Stock Issuable Upon
                    Conversion..............................................106

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                                                                  Contents, p. 5


                                                                           Page
                                                                           ----


                                  ARTICLE XIII

                  Repurchase of Securities at the Option of the
                         Holder upon a Change in Control

SECTION 13.01.  Right to Require Repurchase.................................108
SECTION 13.02.  Notices; Method of Exercising Repurchase
                    Right, Etc..............................................108
SECTION 13.03.  Certain Definitions.........................................111


Annex A: Form of Conversion Notice
Annex B: Form of Restricted Common Stock Legend

<PAGE>


                                    INDENTURE dated as of November 19, 2001,
                           between RITE AID CORPORATION, a Delaware corporation
                           (herein called the "Company"), and BNY Midwest Trust
                           Company, an Illinois trust company, as Trustee
                           hereunder (herein called the "Trustee").


                              W I T N E S S E T H :


                  WHEREAS the Company has duly authorized the creation of an
issue of its 4.75% Convertible Notes due December 1, 2006 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture; and

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


                  NOW, THEREFORE, in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:


                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

                  SECTION 1.01. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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


<PAGE>


                                                                               2

                  (c) any reference to an "Article" or a "Section",
         or to an "Annex", refers to an Article or Section of,
         or an Annex attached to, this Indenture, as the case
         may be;

                  (d) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in the United States prevailing at the time of
         any relevant computation hereunder; and

                  (e) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision; provided,
         however, that where such words are used in any form of Security, form
         of notice or form of certificate, such words shall refer only to the
         particular form of Security, form of notice or form of certificate, as
         the case may be, in which such words are contained.

                  "Act", when used with respect to any Holder of a Security, has
the meaning specified in Section 1.03.

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

                  "Agent Members" has the meaning set forth in section 2.01(b).

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

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities.

<PAGE>

                                                                               3


                  "Authorized Newspaper" means a newspaper, in an official
language of the country of publication or in the English language, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same city
meeting the foregoing requirements and in each case on any Business Day.

                  "Bankruptcy Code" has the meaning specified in Section
5.01(f).

                  "Board of Directors", when used with reference to the Company,
means the board of directors of the Company, or any committee of the board of
directors of the Company, empowered to act for the Company, as the case may be,
with respect to this Indenture.

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

                  "Business Day" means, with respect to any particular place of
payment, place of conversion or any other place, as the case may be, each
Monday, Tuesday, Wednesday, Thursday and Friday, other than any such day on
which banking institutions in The City of New York, New York; Chicago, Illinois;
or in such particular place are authorized or obligated by law or executive
order to close. If any day on which any delivery, request, surrender, payment or
other action is required or permitted hereunder to be taken by or on behalf of a
Holder is not a Business Day in any place where such action is required or
permitted hereunder to be taken, then such actions may be taken at such or any
other permitted place on the next succeeding Business Day at such place with the
same force and effect as if taken at the same time on such day that is not a
Business Day at such place.

                  "Clearstream" has the meaning specified in section 2.01(a).

<PAGE>

                                                                               4


                  "Change in Control" has the meaning specified in Section
13.03(b).

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

                  "Commission" means the U.S. Securities and Exchange
Commission, as from time to time constituted, created under the Securities
Exchange Act of 1934, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under applicable law, then the body performing such duties at such time.

                  "Common Stock", as applied to the capital stock of any
corporation other than the Company shall mean the capital stock of any class
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
such corporation and which is not subject to redemption by such corporation; and
as applied to the Company shall mean the Common Stock of the Company, par value
$1.00 per share. However, subject to the provisions of Section 12.11, shares
issuable on conversion of Securities shall include only shares of the class
designated as Common Stock of the Company at the date of execution of this
instrument or shares of any class or classes resulting from any reclassification
or reclassifications thereof and which have no preference in respect of
dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company and which are not subject
to redemption by the Company; provided, however, that if at any time there shall
be more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total number of
shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

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

                  "Company Notice" has the meaning specified in Section
13.02(a).

<PAGE>

                                                                               5


                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any one of its Chairman of the
Board, its President, or any Vice President, and by any one of its Treasurer,
any Assistant Treasurer, its Secretary or any Assistant Secretary, and delivered
to the Trustee.

                  "Conversion Agent" means any Person authorized by the Company
to convert Securities in accordance with Article XII.

                  "Conversion Price" and "Conversion Rate" have the meanings
specified in Section 12.01 hereof, as adjusted in accordance with Section 12.04.

                  "Conversion Securities" means the securities delivered on
conversion of Securities (or any securities successor thereto), together with
any securities successor thereto to those so delivered on conversions.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered (which at the date of this Indenture is located at 2 North LaSalle
Street, Suite 1020, Chicago, Illinois 60602), Attention: Corporate Trust.

                  "Corporation" means a corporation, association, company,
joint-stock company or business trust.

                  "Current Market Price" of Common Stock for any day means the
last reported per share sale price, regular way on such day, or, if no sale
takes place on such day, the average of the reported closing per share bid and
asked prices on such day, regular way, in either case as reported on the New
York Stock Exchange or, if the Common Stock is not listed or admitted to trading
on such exchange, on the principal national securities exchange or quotation
system on which the Common Stock may be listed or admitted to trading or quoted,
or, if not listed or admitted to trading or quoted on any national securities
exchange or quotation system, the average of the closing per share bid and asked
prices of the Common Stock on the over-the-counter market on the day in question
as reported by the National Quotation Bureau Incorporated, or similar generally
accepted reporting service, or, if not so available in such manner, as furnished
by any New York Stock Exchange member firm selected from time to time by our
board of directors for that purpose, or, if not so available in such manner, as
otherwise determined in good faith by the Company's Board of Directors.

<PAGE>

                                                                               6


                  "Defaulted Interest" has the meaning specified in Section
3.07.

                  "Depositary" means, with respect to any Global Security, a
clearing agency that is registered as such under the Exchange Act and is
designated by the Company to act as Depositary for such Global Security (or any
successor securities clearing agency so registered), which shall initially be
DTC.

                  "Dollar", "$" or "U.S. $" means a dollar or other equivalent
unit in such coin or currency of the United States as at the time shall be legal
tender for the payment of public and private debts.

                  "DTC" means The Depository Trust Company.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, including any successor or amendatory statutes.

                  "Euroclear" has the meaning specified in Section 2.01(a).

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

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934
(including any successor act thereto), as it may be amended from time to time,
and (unless the context otherwise requires) includes the rules and regulations
of the Commission promulgated thereunder.

                  "Expiration Time" has the meaning specified in Section
12.04(f).

                  "Global Security" has the meaning specified in Section
2.01(a).

                  "Global Securities Legend" means the legend labeled as such
and that is set forth in Section 2.02.

<PAGE>

                                                                               7


                  "Holder" means, with respect to any Security, a Person in
whose name such Security is registered in the Security Register.

                  "Indebtedness" means (i) all items of indebtedness or
liability (except capital and surplus) which in accordance with generally
accepted accounting principles would be included in determining total
liabilities as shown on the liability side of a balance sheet as at the date as
of which indebtedness is to be determined, (ii) indebtedness secured by any
Mortgage existing on property owned subject to such Mortgage, whether or not the
indebtedness secured thereby shall have been assumed, and (iii) guarantees,
endorsements (other than for purposes of collection) and other contingent
obligations in respect of, or to purchase or otherwise acquire, indebtedness of
others, unless the amount thereof is included in indebtedness under the
preceding clause (i) or (ii); provided, however, that any obligations or
guarantees of obligations in respect of lease rentals, whether or not such
obligations or guarantees of obligations would be included as liabilities on a
consolidated balance sheet of the Company and its Subsidiaries, shall not be
included in indebtedness.

                  "Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
including, for all purposes of this instrument and any such supplemental
indenture, the Annexes attached to this instrument.

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Liquidated Damages" has the meaning specified in Section
2.03.

                  "Maturity", when used with respect to any Security, means the
date on which the principal of such Security becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right set forth in
Article XIII or otherwise.

                  "Mortgage" means and includes any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.


<PAGE>

                                                                               8


                  "Non-electing Share" has the meaning specified in Section
12.11.

                  "Officer", when used with reference to the Company, means the
Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer, the Controller, an Assistant Treasurer, an
Assistant Controller, the Secretary, an Assistant Secretary or any Vice
President of the Company.

                  "Officers' Certificate", when used with reference to the
Company, means a written certificate signed by any one of the Chairman of the
Board, the President or any Vice President of the Company and by any one of the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company, and delivered to the Trustee provided, however, that, for purposes
of Section 10.09, an "Officers' Certificate" means a written certificate signed
by the principal executive, financial or accounting officer of the Company and
any one of the other Officers referred to above and delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion of independent
counsel selected by the Company, which counsel shall be reasonably acceptable to
the Trustee.

                  "Outstanding", when used with respect to Securities, means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

                  (a)  Securities theretofore canceled by the
         Trustee or delivered to the Trustee for cancelation;

                  (b) Securities for the payment or redemption of which money in
         the necessary amount has been theretofore deposited with the Trustee or
         any Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities; provided that if such
         Securities are to be redeemed, notice of such redemption has been duly
         given pursuant to this Indenture or provision therefor satisfactory to
         the Trustee has been made; and

                  (c) Securities which have been paid pursuant to Section 3.06
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;


<PAGE>

                                                                               9


provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in conclusively relying upon any such determination as to the presence of a
quorum or upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor. In case of a dispute as to such right, any decision by the Trustee upon
the advice of counsel shall be full protection to the Trustee. Upon request of
the Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Securities, if any, known by the Company
to be owned or held by or for the account of any of the above-described persons;
and, subject to Section 6.01, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purposes of any such determination.

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

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

<PAGE>

                                                                              10


                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Purchased Shares" has the meaning specified in Section
12.04(f).

                  "QIB" has the meaning specified in Section 2.01(a).

                  "Record Date" means any Regular Record Date or Special Record
Date.

                  "Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Registration Default" has the meaning specified in Section
2.03.

                  "Registration Rights Agreement" has the meaning specified in
Section 10.12.

                  "Regular Record Date" for interest payable in respect of any
Security on any Interest Payment Date means May 15 or November 15 (whether or
not a Business Day) next preceding the relevant Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act
(including any successor regulation thereto), as it may be amended from time to
time.

                  "Repurchase Date" has the meaning specified in Section 13.01.


<PAGE>

                                                                              11


                  "Repurchase Price" has the meaning specified in Section 13.01.

                  "Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

                  "Restricted Common Stock Legend" means the legend labeled as
such and that is set forth in Annex B hereto.

                  "Restricted Securities Legend" means the legend labeled as
such and that is set forth in Section 2.02.

                  "Rule 144" means Rule 144 under the Securities Act (including
any successor rule thereto), as the same may be amended from time to time.

                  "Rule 144A" means Rule 144A under the Securities Act
(including any successor rule thereto), as the same may be amended from time to
time.

                  "Rule 144A Information" has the meaning specified in Section
10.08.

                  "Securities" has the meaning ascribed to it in the first
paragraph of this Indenture.

                  "Securities Act" means the Securities Act of 1933 (including
any successor act thereto), as it may be amended from time to time, and (unless
the context otherwise requires) includes the rules and regulations of the
Commission promulgated thereunder.

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 3.05.

                  "Shelf Registration Statement" has the meaning specified in
Section 2.03.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.

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

<PAGE>

                                                                              12


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

                  "Trading Days" means (a) if the Common Stock is listed or
admitted for trading on any national securities exchange, days on which such
national securities exchange is open for business or (b) if the Common Stock is
not listed or admitted for trading on any national securities exchange, days on
which trades may be made on the Nasdaq National Market or any similar system of
automated dissemination of quotations of securities prices on which the Common
Stock is quoted or (c) if the Common Stock is not listed or admitted to trading
on any national securities exchange or quoted on such National Market or similar
system, days on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

                  "Trustee" means the Person named as the "Trustee" in the
preamble of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee. If at any time there is more than
one such Person, "Trustee" as used with respect to the Securities shall mean the
Trustee with respect to such Securities.

                  "Trust Indenture Act" means the United States Trust Indenture
Act of 1939 (including any successor act thereto), as it may be amended from
time to time, and (unless the context otherwise requires) includes the rules and
regulations of the Commission thereunder.


<PAGE>

                                                                              13


                  "U.S. Government Obligations" means securities which are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such obligation evidenced by such depository receipt or a
specific payment of interest on or principal of any such obligation held by such
custodian for the account of the holder of a depository receipt; provided that
(except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the obligation set forth in
(i) or (ii) above or the specific payment of interest on or principal of such
obligation evidenced by such depository receipt.

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

                  "Western Europe" means Austria, Belgium, Denmark, France,
Germany, Ireland, Italy, Luxembourg, the Netherlands, Norway, Portugal, Spain,
Sweden, Switzerland and the United Kingdom.

                  SECTION 1.02. Compliance Certificates and Opinions; Form of
Documents Delivered to Trustee. (a) Upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee an Officers' Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

<PAGE>

                                                                              14


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

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

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

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

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

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

<PAGE>

                                                                              15


                  SECTION 1.03. Acts of Holders of Securities. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given or taken by Holders of
Securities may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent or
proxy duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or record
or both are delivered to the Trustee and, where it is hereby expressly required,
to the Company. Such instrument or instruments and record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders of Securities signing such instrument or instruments and so
voting at such meeting. Subject to Section 6.01, the execution of any instrument
by a Holder or his agent, or proxy, may be proved in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be satisfactory to the Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent or proxy, or of the holding
by any Person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and
the Company if made in the manner provided in this Section.

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

                  (c) The ownership of Securities shall be proven by the
Security Register.

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


<PAGE>

                                                                              16


                  (e) If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance
a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. If the Company does not so fix a
record date in any such case, the Trustee may fix such a record date by giving
written notice to the Company. If such a record date is fixed, upon request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed to be effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

                  SECTION 1.04. Notices, etc. Any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of
Holders of Securities or other document provided or permitted by this Indenture
to be made upon, given or furnished to, or filed with either of the following:

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

<PAGE>

                                                                              17


                  (b) the Company by the Trustee or by any Holder of Securities
         shall be sufficient for every purpose hereunder (unless otherwise
         herein expressly provided) if in writing, mailed, first-class postage
         prepaid, addressed to the Company at 30 Hunter Lane, Camp Hill,
         Pennsylvania 17011, Notice: Chief Financial Officer or at any other
         address previously furnished in writing to the Trustee by the Company.

                  SECTION 1.05. Notice to Holders of Securities; Waiver. Except
as otherwise provided herein, where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his registered address as
recorded in the Security Register. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Holder entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

                  SECTION 1.06. Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 1.07. Successors and Assigns. All covenants and
agreements in this Indenture by the Company shall bind its respective successors
and assigns, whether so expressed or not.

                  SECTION 1.08. Separability Clause. In case any provision in
this Indenture or the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
<PAGE>

                                                                              18


                  SECTION 1.09. Benefits of Indenture. Nothing in this Indenture
or in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors and assigns hereunder, the Holders of
Securities and, solely with respect to this Article I and Sections 10.08, 12.08
and 12.09, the Holders of Conversion Securities, any benefit or legal or
equitable right, remedy or claim under this Indenture.

                  This Article I and Sections 10.08, 12.08 and 12.09 shall not
be amended or modified, and neither compliance by the Company with, nor any
default by it under, such Article or any such Sections, shall be waived, in any
manner that adversely affects the interest of any Holder of a Conversion
Security at the time outstanding without such Holder's consent.

                  SECTION 1.10. Governing Law. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, THE UNITED STATES OF AMERICA, WITHOUT GIVING EFFECT TO THE CONFLICTS
OF LAWS PROVISIONS THEREOF.

                  SECTION 1.11. Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repurchase Date or Stated Maturity of any
Security or the last day on which a Holder of a Security has a right to convert
his Security shall not be a Business Day, then (notwithstanding any other
provision of this Indenture or of the Securities) payment of interest or
principal or delivery for conversion of such Security need not be made on or by
such day, but may be made on or by the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date, Redemption Date,
Repurchase Date, or at the Stated Maturity or by such last day for conversion,
as the case may be; provided, however, that in the case that payment is made on
such succeeding Business Day, no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date,
Repurchase Date, Stated Maturity or last day for conversion, as the case may be.


<PAGE>

                                                                              19


                  SECTION 1.12. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture (or would be required to be a part of and govern this Indenture if
this Indenture were required to be qualified under the Trust Indenture Act), the
latter provision shall control. If any provision of this Indenture modifies or
excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

<PAGE>

                                                                              20


                                   ARTICLE II

                                 Security Forms

                  SECTION 2.01. Forms Generally. The Securities shall be in
substantially the forms set forth in this Article, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this 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 the Depositary
thereof, the Code, and regulations thereunder, or as may, consistently herewith,
be determined by the Officers executing such Securities, as evidenced by their
execution thereof. The Company shall approve the form of the Securities and any
notation, legend or endorsement on the Securities.

                  (a) Global Securities. The Securities are being offered and
sold (i) in reliance on Regulation S or (ii) to "qualified institutional buyers"
as defined in Rule 144A ("QIBs") in reliance on Rule 144A, each as provided in
the Purchase Agreement, and shall be issued in the form of one or more permanent
global securities in definitive, fully registered form without interest coupons
with the Global Securities Legend and Restricted Securities Legend set forth in
Section 2.02 (each, a "Global Security"). Any Global Security shall be deposited
on behalf of the purchasers of the Securities represented thereby with the
Trustee, as custodian for the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary for the accounts of participants in
the Depositary (and, in the case of Securities held in accordance with
Regulation S, registered with the Depositary for the accounts of designated
agents holding on behalf of the Euroclear System ("Euroclear") or Clearstream
Banking, societe anonyme ("Clearstream")), duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of a Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary or its nominee
as hereinafter provided.

                  (b) Book-entry Provisions. This Section 2.01(b) shall apply
only to a Global Security deposited with or on behalf of the Depositary.

<PAGE>

                                                                              21


                  The Company shall execute and the Trustee shall, in accordance
with this Section 2.01(b) and the written order of the Company, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of Cede & Co. or other nominee of the Depositary and (ii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions or held by the Trustee as custodian for the Depositary pursuant to
a FAST Balance Certificate Agreement between the Depositary and the Trustee.

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

                  The provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of Euroclear" and the
"Management Regulations and Instructions to Participants" of Clearstream shall
be applicable to interests in any Global Securities that are held by
participants through Euroclear or Clearstream. The Trustee shall have no
obligation to notify holders of any such procedures or to monitor or enforce
compliance with the same.

                  (c) Definitive Securities. Except as provided in Section
3.04(b), owners of beneficial interests in Global Securities will not be
entitled to receive physical delivery of certificated Securities in definitive
form. If applicable, certificated Securities in definitive form will bear the
Restricted Securities Legend set forth in Section 2.02 unless removed in
accordance with Section 3.05.

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


<PAGE>

                                                                              22


                  The Securities will be issued only in registered form. The
Securities will be issued in minimum denominations of $1,000, as provided in
Section 3.02.

                  SECTION 2.02. Form of Face of Security.

                           [Global Securities Legend]

                  [The following legend shall appear on the face of each Global
Security:

                  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY,
THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL
PURPOSES.]

                  [The following legend shall appear on the face of each Global
Security for which The Depository Trust Company is to be the Depositary:

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

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
REGISTERED SECURITIES IN DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES
REFERRED TO IN THE INDENTURE, THIS GLOBAL 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 OR SUCH
SUCCESSOR DEPOSITARY.]

<PAGE>

                                                                              23


                         [Restricted Securities Legend]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT
BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY
OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER
THAT WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES
ACT) OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF
SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY OR ANY COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY EXCEPT AS
PERMITTED BY THE SECURITIES ACT.

<PAGE>

                                                                              24


                              RITE AID CORPORATION

                             4.75% CONVERTIBLE NOTES
                              DUE DECEMBER 1, 2006

No.                                                           $
[Restricted CUSIP No.: 767754 AZ 7
Restricted ISIN No.: US767754AZ76
Unrestricted CUSIP No.: 767754 BA 1
Unrestricted ISIN No.: US 767754BA17]


                  RITE AID CORPORATION, a Delaware corporation (herein called
the "Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of
              U.S. Dollars [include if Global Security:, or such other amount
(not to exceed [       ] dollars ($[                    ]) when taken together
with all of the Company's 4.75% Convertible Notes due December 1, 2006 issued
and outstanding in definitive certificated form or in the form of another Global
Security) as may from time to time be evidenced by adjustments made on Schedule
A hereto by or on behalf of the Depositary in accordance with the Applicable
Procedures,] on December 1, 2006 and to pay interest thereon from November 19,
2001 or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, semiannually in arrears on June 1
and December 1 in each year, commencing on June 1, 2002, and at Maturity at the
rate of 4.75% per annum, until the principal hereof is paid or made available
for payment; provided that any amount of such principal or interest that is
overdue shall bear interest at the rate of 4.75% per annum (to the extent that
payment of such interest shall be legally enforceable), from the date such
amount is due until it is paid or made available for payment, and such interest
on any overdue amount shall be payable on demand. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the May 15 or
November 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, if such manner shall be deemed
practical by the Trustee, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.


<PAGE>

                                                                              25


                  Payment of the principal of and interest on this Security will
be made in immediately available funds and 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, at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, or, at the
option of the Holder and subject to any fiscal or other laws and regulations, at
any other office or agency maintained by the Company for such purpose; provided,
however, that upon written application (including wire payment instructions) by
the Holder to the Security Registrar not later than the 10th day immediately
preceding the relevant Regular Record Date, such Holder may receive payment by
wire transfer to a U.S. Dollar account (such transfers to be made only to
Holders of an aggregate principal amount in excess of U.S. $2,000,000)
maintained by the payee with a bank in The City of New York; and provided
further that, subject to the preceding proviso, payment of interest may, at the
option of the Company, be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register; and
provided further that payment of principal of, or interest on this Security and
payment of any Liquidated Damages (as defined on the reverse hereof) may be made
at an office or agency of the Corporate Trust Office of the Trustee in The City
of New York, if (but only if) payment of the full amount of such principal,
interest or Liquidated Damages, as the case may be, at all offices outside the
United States maintained for such purpose by the Company in accordance with the
Indenture is illegal or effectively precluded because of exchange controls or
other similar restrictions on the full payment or receipt of such amounts in
United States Dollars, as determined by the Company. Unless such designation is
revoked, any such designation made by the Holder with respect to this Security
will remain in effect with respect to future payments with respect to this
Security payable to the Holder. The Company will pay any administrative costs
imposed by banks in connection with making any such payments upon application of
such Holder for reimbursement. If this Security is a Global Security, then,
notwithstanding the second sentence of this paragraph, each such payment will be
made in accordance with the procedures of the Depositary as then in effect.

<PAGE>

                                                                              26


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

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


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


                                                     RITE AID CORPORATION,

                                                     by

                                                        ------------------------
                                                        Title:

Attest:


--------------------
Title:

<PAGE>

                                                                              27



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:                                          BNY MIDWEST TRUST COMPANY,

                                                  as Trustee,

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


                  SECTION 2.03. Form of Reverse of Security. This Security is
one of a duly authorized issue of securities of the Company designated as its
"4.75% Convertible Notes due December 1, 2006" (herein called the "Securities"),
limited in aggregate principal amount to $250,000,000, issued and to be issued
under an Indenture, dated as of November 19, 2001 (herein called the
("Indenture") between the Company and BNY Midwest Trust Company, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which the 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.

                  No sinking fund is provided for in the Securities. The
Securities may not be redeemed at the option of the Company at any time prior to
December 5, 2004. Commencing on such date, the Company may redeem some or all of
the Securities on at least 20 but not more than 60 days' notice if for 20
Trading Days within any period of 30 consecutive Trading Days, including the
last day of such period, the Current Market Price of the Common Stock exceeds
125% of the then prevailing Conversion Price, at the following Redemption Prices
(expressed in percentages of the principal amount) for the 12-month period
beginning on December 5 of the following years:

<PAGE>

                                                                              28


                                                    Redemption
                          Year                        Price
                          ----                        -----

                          2004                       101.90%
                          2005                       100.95%

In addition to such Redemption Price, the Company shall pay interest and
Liquidated Damages, if any, accrued and unpaid to, but excluding, the Redemption
Date on the Securities being redeemed, including those Securities which are
converted into Common Stock after the date the notice of the redemption is
mailed and prior to the Redemption Date.

                  Notice of redemption (which notice shall be irrevocable) must
be given no later than the close of business on the tenth Business Day
immediately following the conclusion of the 30 Trading Day period referred to
above by first-class mail to Holders of Securities at their registered addresses
as recorded in the Security Register.

                  In any case where the due date for the payment of the
principal of or interest, including Liquidated Damages, on any Security or the
last day on which a Holder of a Security has a right to convert his Security
shall be at any place of payment or place of conversion, as the case may be, a
day on which banking institutions at such place of payment or place of
conversion are authorized or obligated by law or executive order to close, then
payment of principal or interest, including Liquidated Damages, or delivery for
conversion of such Security need not be made on or by such date at such place
but may be made on or by the next suc ceeding day at such place which is not a
day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the date
for such payment or the date fixed for redemption or repurchase, or at the
Stated Maturity or by such last day for conversion, and no interest shall accrue
for the period after such date.


<PAGE>

                                                                              29


                  Subject to and upon compliance with the provisions of the
Indenture, the Holder of this Security is entitled, at his option, at any time
prior to the close of business on December 1, 2006, or in case this Security is
called for redemption or the Holder hereof has exercised its right to require
the Company to repurchase this Security, then in respect of this Security until
and including, but (unless the Company defaults in making the payment due upon
redemption or repurchase, as the case may be) not after, the close of business
on the Redemption Date or the Repurchase Date, as the case may be, to convert
this Security into validly issued fully paid and nonassessable shares of Common
Stock of the Company at an initial Conversion Rate equal to 153.846 shares of
Common Stock per $1,000 principal amount of Securities (or at the current
adjusted Conversion Rate if an adjustment has been made as provided in the
Indenture) by surrender of this Security, and also a duly executed conversion
notice, substantially in the form provided in Annex A of the Indenture
(including the tax certification contained in such notice), to the Company,
subject to any laws or regulations applicable thereto and subject to the right
of the Company to terminate the appointment of the Conversion Agent (as defined
below), at the principal corporate trust office of the Trustee in The City of
New York or at such other offices or agencies outside the United States that the
Company may designate (each a "Conversion Agent"). No payment or adjustment is
to be made on conversion for cash dividends on the Common Stock issued on
conversion or, unless such Security has been called for redemption, if the date
of conversion is not an Interest Payment Date, interest accrued hereon from the
Interest Payment Date next preceding the date of conversion. No fractions of
shares or scrip representing fractions of shares will be issued on conversion,
but instead of any fractional interest (calculated to the nearest 1/100th of a
share) the Company shall pay a cash adjustment as provided in the Indenture, or
alternatively, at the Company's option, the Company shall round up the
conversion transaction to the next higher whole share. In addition, the
Indenture provides that in case of certain consolidations or mergers to which
the Company is a party or the sale or transfer of all or substantially all of
the assets of the Company, the Indenture shall be amended, without the consent
of any Holders of Securities, so that this Security, if then Outstanding, will
be convertible thereafter, during the period this Security shall be convertible
as specified above, only into the kind and amount of securities, cash and other
property receivable upon consolidation, merger, sale or transfer by a holder of
the number of Common Stock of the Company into which this Security might have
been converted immediately prior to such consolidation, merger, sale or transfer
assuming such holder of Common Stock did not exercise his or her rights of
election, if any, and received per share the kind and amount of consideration
received in respect of a Non-electing Share (or, if the kind or amount of shares
of stock or other securities, cash or property receivable in respect of such
transaction is not the same for each Non-electing Share, then the kind and
amount so receivable per share by a plurality of the Non-electing Shares).
Adjustments in the Conversion Rate of less than one percent of such price will
not be required, but any adjustment that would otherwise be required to be made
will be carried forward and taken into account in the computation of any
subsequent adjustment.

<PAGE>

                                                                              30


                  Notwithstanding any provision hereof, no securi ties will be
delivered on conversion of this Security or any portion hereof unless the
certification and other requirements described in the Indenture are satisfied.

                  Subject to certain limitations in the Indenture, at any time
when the Company is not subject to Section 13 or 15(d) of the United States
Securities Exchange Act of 1934, as amended, upon the request of a Holder of a
Security bearing the Restricted Securities Legend or the holder of Common Stock
issued upon conversion thereof, the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder of Securities
bearing the Restricted Securities Legend or such holder of Common Stock issued
upon conversion of Securities bearing the Restricted Securities Legend, or to a
prospective purchaser of any such security designated by any such Holder or
holder, as the case may be, to the extent required to permit compliance by any
such holder with Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

                  The Holder of this Security and the Common Stock of the
Company issuable upon conversion thereof is entitled to the benefits of a
Registration Rights Agreement (subject to the provisions thereof), dated as of
November 19, 2001, among the Company, Salomon Smith Barney Inc. and J.P. Morgan
Securities Inc. (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, the Company has agreed for the benefit of the
Holders from time to time of the Securities and the Common Stock issuable upon
conversion thereof that it will, at its expense, (a) within 90 days after the
date of issuance of the original Securities, file a shelf registration statement
(the "Shelf Registration Statement") with the Commission with respect to resales
of the Securities and the Common Stock issuable upon conversion thereof, (b) use
its best efforts to cause such Shelf Registration Statement to be declared
effective by the Commission within 180 days after the date of original issuance
of the Securities, and (c) use its best efforts to maintain such Shelf
Registration Statement continuously effective under the Securities Act, until
the second anniversary of the date of the effectiveness of the Shelf
Registration Statement or such earlier date as is provided in the Registration
Rights Agreement.


<PAGE>

                                                                              31


                  If (a) on or prior to 90 days following the date of original
issuance of the Securities, a Shelf Registration Statement has not been filed
with the Commission, or (b) on or prior to the 180th day following the date of
original issuance of the Securities, such Shelf Registration Statement is not
declared effective (each, a "Registration Default"), additional interest
("Liquidated Damages") will accrue on this Security (so long as this Security
constitutes a Registrable Security under the Registration Rights Agreement and
the holder hereof has complied with its obligations under the Registration
Rights Agreement) from and including the day following such Registration Default
to but excluding the day on which such Registration Default has been cured.
Liquidated Damages will be paid semiannually in arrears, with the first
semiannual payment due on the first interest payment date in respect of the
Securities following the date on which such Liquidated Damages begin to accrue,
and will accrue at a rate per annum equal to an additional one-quarter of one
percent (0.25%) of the principal amount of the Registrable Securities
outstanding to and including the 90th day following such Registration Default
and at a rate per annum equal to one-half of one percent (0.50%) thereof from
and after the 91st day following such Registration Default. In the event that
the Shelf Registration Statement ceases to be effective prior to the second
annual anniversary of the initial effective date of the Shelf Registration
Statement or such earlier date as is provided in the Registration Rights
Agreement for a period in excess of 60 days, whether or not consecutive, during
any 12-month period, then Liquidated Damages will accrue on the Registrable
Securities at a rate per annum equal to one-half of one percent (0.50%) on the
principal amount of the Registrable Securities outstanding on the 61st day of
the applicable 12-month period such Shelf Registration Statement ceases to be
effective to but excluding the day on which the Shelf Registration Statement
again becomes effective.

<PAGE>

                                                                              32


                  Whenever in this Security there is a reference, in any
context, to the payment of the principal of, premium, if any, or interest on, or
in respect of, any Security such mention shall be deemed to include mention of
the payment of Liquidated Damages payable as described in the preceding
paragraph to the extent that, in such context, Liquidated Damages are, were or
would be payable in respect of such Security and express mention of the payment
of Liquidated Damages (if applicable) in any provisions of this Security shall
not be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made.

                  The Holder of this Security, by its acceptance thereof, agrees
to be bound by the terms of the Registration Rights Agreement relating to the
Securities and the Common Stock issuable upon conversion thereof.

                  If a Change in Control occurs, the Holder of this Security
shall have the right, at the Holder's option in accordance with the provisions
of the Indenture, to require the Company to repurchase this Security (or any
portion of the principal amount hereof that is an integral multiple of $1,000)
for cash at a Repurchase Price equal to 100% of the principal amount thereof
plus interest accrued to the Repurchase Date. Whenever in this Security there is
a reference, in any context, to the principal of any Security as of any time,
such reference shall be deemed to include reference to the Repurchase Price
payable in respect of such Security to the extent that such Repurchase Price is,
was or would be so payable at such time, and express mention of the Repurchase
Price in any provision of this Security shall not be construed as excluding the
Repurchase Price in those provisions of this Security when such express mention
is not made.

                  If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable to the extent,
in the manner and with the effect provided in the Indenture. Upon payment (i) of
the amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest, all of the Company's obligations in
respect of the payment of the principal of and interest on the Securities shall
terminate.


<PAGE>

                                                                              33


                  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 Securities under
the Indenture at any time by the Company and the Trustee with the written
consent of the Holders of a majority in principal amount of the Securities at
the time outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security or such other Security.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default, the Holders of not
less than 25% in aggregate principal amount of the Outstanding Securities shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default and offered the Trustee indemnity satisfactory to it and
the Trustee shall not have received from the Holders of a majority in principal
amount of the Securities Outstanding a direction inconsistent with such request
and shall have failed to institute any such proceedings for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or interest hereon (including any Liquidated
Damages) on or after the respective due dates expressed herein.

                  No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligations of the
Company, which are absolute and unconditional, to pay the principal of and
interest (including Liquidated Damages) on this Security at the times, places
and rate, and in the coin or currency, herein prescribed or to convert this
Security as provided in the Indenture.

<PAGE>

                                                                              34


                  The Securities are issuable only in fully regis tered form,
without exception, and, except as provided in Section 2.01 of the Indenture, in
denominations of $1,000 and any integral multiples of $1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations and satisfaction
of certain requirements therein set forth, Securities are exchangeable for a
like aggregate principal amount of securities of the same or a different
authorized denomination, as requested by the Holder surrendering the same.

                  As provided in the Indenture and subject to certain
limitations and satisfaction of certain requirements therein set forth, the
transfer of this Security is registrable on the Security Register upon
surrender of this Security for registration of transfer at the office or agency
of the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

                  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
recover any tax or other governmental charge payable in connection therewith.

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

                  THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED
STATES OF AMERICA.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

<PAGE>

                                                                              35


                    ELECTION OF HOLDER TO REQUIRE REPURCHASE

                  1.  Pursuant to Section 13.01 of the Indenture,
the undersigned hereby elects to have this Security
repurchased by the Company.

                  2. The undersigned hereby directs the Trustee or the Company
to pay it or ___________________________________________________________________
an amount in cash equal to 100% of the principal amount hereof, plus interest
accrued to the Repurchase Date, as provided in the Indenture.

                                                      Dated:


                                                      --------------------------
                                                              Signature


                                                      --------------------------
                                                         Signature Guaranteed

Notice: Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements will include
membership or participation in the Securities Transfer Agents Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange Medallion Signature Program (MSP) or such other "signature guarantee
program" as may be determined by the Trustee in addition to, or in substitution
for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.


Principal amount to be repurchased:  $
                                     ----------------

Remaining principal amount following such repurchase: $
                                                      -----------

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.


<PAGE>

                                                                              36


                            [Include if Global Note]

           SCHEDULE OF INCREASES OR DECREASES IN THE PRINICIPAL AMOUNT
                                  OF SECURITIES

                  The original principal amount of this Global Security is Two
Hundred Million U.S. Dollars ($200,000,000). The following increases or
decreases in the principal amount of this Global Security have been made:


<TABLE>
<CAPTION>

                                                                            Principal amount
                      Amount of                   Amount of                 of this Global           Signature of
                      decrease in                 Increase in               Security                 authorized
Date of               principal amount            principal amount          following                signatory of
increase or           of this Global              of this Global            such decrease            Trustee or
decrease              Security                    security                  (or increase)            Depositary
-----------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                         <C>                       <C>                      <C>




</TABLE>




<PAGE>

                                                                              37


                                 ASSIGNMENT FORM


     To assign this Security, fill in the form below:

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

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

--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)


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

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

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

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

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


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

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

     Medallion Signature Guarantee:

[FOR INCLUSION ONLY IF THIS SECURITY BEARS A RESTRICTED SECURITIES LEGEND] In
connection with any transfer of any of the Securities evidenced by this
certificate which are "restricted securities" (as defined in Rule 144 (or any
successor thereto) under the Securities Act), the undersigned confirms that such
Securities are being transferred:

     CHECK ONE BOX BELOW

     (1)  [_]  to the Company; or

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

     (3)  [_]  pursuant to and in compliance with Regulation
S under the Securities Act of 1933; or

<PAGE>

                                                                              38


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

     Unless one of the boxes is checked, the Registrar will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; provided, however, that if box (3) or
(4) is checked, the Trustee may require, prior to registering any such transfer
of the Securities, such certifications and other information, and if box (4) is
checked such legal opinions, as the Company has reasonably requested in writing,
by delivery to the Trustee of a standing letter of instruction, to confirm that
such transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act of 1933;
provided that this paragraph shall not be applicable to any Securities which are
not "restricted securities" (as defined in Rule 144 (or any successor thereto)
under the Securities Act).

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

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

     Medallion Signature Guarantee:


                  SECTION 2.04. Form of Trustee's Certificate of Authentication.
This is one of the Securities referred to in the within-mentioned Indenture.


Dated:                                            BNY MIDWEST TRUST COMPANY, as
                                                  Trustee,

                                                     by
                                                        ------------------------

                                                         Authorized Signatory

<PAGE>

                                                                              39


                                   ARTICLE III

                                 The Securities

                  SECTION 3.01. Title and Terms. The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is
limited to $250,000,000 except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other Securities
pursuant to Sections 3.04, 3.05, 3.06, 9.05, or 12.02.

                  The Securities shall be known and designated as the "4.75%
Convertible Notes due December 1, 2006" of the Company. Their Stated Maturity
shall be December 1, 2006 and they shall bear interest at the rate of 4.75% per
annum from November 19, 2001 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, as the case may be, payable
semiannually in arrears on June 1 and December 1 of each year, commencing June
1, 2002, and at Maturity, until the principal thereof is paid or made available
for payment; provided that any amount of such principal or interest that is
overdue shall bear interest at the rate of 4.75% per annum (to the extent that
payment of such interest shall be legally enforceable), from the date such
amount is due until it is paid or made available for payment, and such interest
on any overdue amount shall be payable on demand.

                  The principal of and interest on the Securities shall be
payable in immediately available funds and 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, at the corporate trust office of the Trustee in the
Borough of Manhattan, The City of New York or, at the option of the Holder and
subject to any fiscal or other laws and regulations applicable thereto, at any
other office of the Trustee or any Paying Agent outside The City of New York;
provided, however, that upon application (including wire payment instructions)
by the Holder to the Trustee not later than the relevant Regular Record Date,
such Holder may receive payment by wire transfer to a U.S. Dollar account (such
transfers to be made only to Holders of an aggregate principal amount in excess
of U.S. $2,000,000) maintained by the payee with a bank in The City of New York,
New York; and provided further that subject to the preceding proviso, payment of
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register. Unless such designation is revoked, any such designation made
by such Holder with respect to such Security will remain in effect with respect
to any future payments with respect to such Security payable to such Holder. The
Company will pay any administrative costs imposed by banks in connection with
making such payments, upon application by the relevant Holder. Notwithstanding
the second sentence of this paragraph, each payment of principal and interest in
respect of a Global Security will be made in accordance with the Applicable
Procedures.


<PAGE>

                                                                              40


                  The Securities shall be redeemable at the Company's option, in
whole or in part, under the circumstances and at the Redemption Prices specified
in the form of Securities set forth in Sections 2.02 and 2.03.

                  The Securities shall be convertible as provided in Article
XII.

                  The Securities shall be subject to repurchase by the Company
at the option of the Holders as provided in Article XIII.

                  SECTION 3.02. Denominations. The Securities shall be issuable
only in registered form without coupons and, except as provided in Section 2.01,
only in denominations of $1,000 and any integral multiple of $1,000 in excess
thereof.

                  SECTION 3.03. Execution, Authentication, Delivery and Dating.
The Securities shall be executed on behalf of the Company by any one of its
Chairman of the Board, its Chief Executive Officer, its President, or any one of
its Vice Presidents, attested by its Secretary or one of its Assistant
Secretaries. Any such signature may be manual or facsimile.

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

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and make available for delivery such
Securities as in this Indenture provided and not otherwise. In connection with
any Company Order for authentication, a compliance certificate and Opinion of
Counsel pursuant to Section 1.02 shall not be required.
<PAGE>

                                                                              41


                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein executed by the Trustee or the Authenticating Agent by manual signature
of an authorized signatory, and such certificate upon such Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Security shall have been authenticated and delivered hereunder but never issued
and sold or delivered by the Company, and the Company shall deliver such
Security to the Trustee for cancelation as provided in Section 3.09, for all
purposes of this Indenture and such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  SECTION 3.04. Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and make available for delivery, temporary Securities
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the Officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

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


<PAGE>

                                                                              42


                  (b) A Global Security deposited with the Depositary or with
the Trustee as custodian for the Depositary pursuant to Section 2.01 shall be
transferred to the beneficial owners thereof in the form of certificated
Securities in definitive form only if such transfer complies with Section 3.05
and (i) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security, (ii) such Depositary is closed
for business for 14 continuous days, (iii) if at any time such Depositary ceases
to be a "clearing agency" registered under the Exchange Act and a successor
Depositary is not appointed by the Company within 90 days of such notice, (iv)
if such Depositary announces an intention permanently to cease business or does
in fact do so or (v) an Event of Default has occurred and is continuing.

                  (c) Any Global Security or interest therein that is
transferable to the beneficial owners thereof in the form of certificated
Securities in definitive form shall, if held by the Depositary, be surrendered
by the Depositary to the Trustee, without charge, and the Trustee shall
authenticate and deliver, upon such transfer of each portion of such Global
Security, an equal aggregate principal amount of Securities of authorized
denominations in the form of certificated Securities in definitive form. Any
portion of a Global Security transferred pursuant to this Section shall be
executed, authenticated and delivered only in denominations of $1,000 and any
integral multiple thereof and registered in such names as the Depositary shall
direct. Any Securities in the form of certificated Securities in definitive form
delivered in exchange for an interest in the Global Security shall, except as
otherwise provided by Section 3.05(c), bear the Restricted Securities Legend set
forth in Section 2.02.

                  (d) Prior to any transfer pursuant to Section 3.04(b), the
registered holder of a Global Security may grant proxies and otherwise authorize
any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action which a holder is entitled to take under this
Indenture or the Securities.


<PAGE>

                                                                              43


                  SECTION 3.05. Registration, Registration of Transfer and
Exchange; Restrictions on Transfer. (a) The Company shall cause to be kept at
the Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section
10.02 being herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and of transfers of
Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided. Upon
surrender for registration of transfer of any Security at an office or agency of
the Company designated pursuant to Section 10.02 for such purpose, and subject
to the other provisions of this Section 3.05, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like aggregate principal amount.

                  At the option of the Holder, and subject to the other
provisions of this Section 3.05, Securities may be exchanged for other
Securities of any authorized denominations and of a like aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, and subject to
the other provisions of this Section 3.05, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and subject to the other provisions of this Section 3.05,
entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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


<PAGE>

                                                                              44



                  No service charge shall be made for any registration of
transfer or exchange of securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.04 or 12.02 not involving any transfer and
subject to Section 12.08 and 12.09.

                  (b) Notwithstanding any provision to the contrary herein, so
long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, or of any
beneficial interest therein, shall only be made in accordance with Sections
2.01(b) and 3.05; provided, however, that beneficial interests in a Global
Security may be transferred to persons who take delivery thereof in the form of
a beneficial interest in the Global Security in accordance with the transfer
restrictions set forth under the heading "Notice to Investors" in the offering
memorandum relating to the Securities dated November 13, 2001 and, if
applicable, in the Restricted Securities Legend.

                  Except for transfers or exchanges made in accordance with
Section 3.05, transfers of a Global Security shall be limited to transfers of
such Global Security in whole, but not in part, to nominees of the Depositary or
to a successor of the Depositary or such successor's nominee.

                  In the event that a Global Security is exchanged for
Securities in definitive form pursuant to Section 3.05 prior to the
effectiveness of a Shelf Registration Statement with respect to such Securities,
such exchange may occur, and such Securities may be further exchanged or
transferred, only upon receipt by the Registrar of (1) such Global Security or
such Securities in definitive form, duly endorsed as provided herein, as
applicable, (2) instructions from the holder directing the Trustee to
authenticate and deliver one or more Securities in definitive form of the same
aggregate principal amount as the Global Security or the Securities in
definitive form (or portion thereof), as applicable, to be transferred, such
instructions to contain the name or names of the designated transferee or
transferees, the authorized denomination or denominations of the Securities in
definitive form to be so issued and appropriate delivery instructions, and (3)
such certifications or other information and, in the case of transfers pursuant
to Rule 144 under the Securities Act, legal opinions as the Company may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act (including the certification requirements
intended to ensure that such transfers comply with Rule 144A or Regulation S
under the Securities Act, as the case may be), and upon compliance with such
other procedures as may from time to time be adopted by the Company and the
Security Registrar.


<PAGE>

                                                                              45


                  (c) Except in connection with a Shelf Registration Statement
contemplated by and in accordance with the terms of the Registration Rights
Agreement, if Securities are issued upon the registration of transfer, exchange
or replacement of Securities bearing a Restricted Securities Legend, or if a
request is made to remove such a Restrictive Securities Legend on Securities,
the Securities so issued shall bear the Restricted Securities Legend, or a
Restricted Securities Legend shall not be removed, as the case may be, unless
there is delivered to the Company such satisfactory evidence, which, in the case
of a transfer made pursuant to Rule 144 under the Securities Act, may include an
opinion of counsel given in accordance with the laws in the State of New York,
as may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such Securities are not "restricted" within the
meaning of Rule 144 under the Securities Act. Upon provision to the Company of
such satisfactory evidence, the Trustee, at the written direction of the
Company, shall authenticate and deliver Securities that do not bear the legend.
The Company shall not be entitled to require the delivery of a legal opinion in
connection with any transfer or exchange of Securities that do not bear the
restrictive legend.

                  (d) Neither the Trustee nor any Agent shall have any
responsibility for any actions taken or not taken by the Depositary.

<PAGE>

                                                                              46


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

                  (f) Anything to the contrary herein notwithstanding, the
Company and the Trustee may impose such transfer, certification, exchange or
other requirements, and require such restrictive legends on certificates
evidencing the Securities, as (i) they may determine are necessary to ensure
compliance with the securities laws of the United States and the states therein
and any other applicable laws, (ii) to ensure that the Shelf Registration
Statement or amendment covering the Securities or shares of Common Stock to be
issued upon conversion of the Securities is declared effective by the Commission
or (iii) as the Depositary may require.

                  SECTION 3.06. Mutilated, Destroyed, Lost or Stolen Securities.
If there shall be delivered to the Company and the Trustee (i) (A) any mutilated
Security or (B) evidence to their satisfaction of the destruction, loss or theft
of any Security and (ii) such security or indemnity as may be required by them
to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security or in exchange for such mutilated Security, a
new Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

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

                  A Holder shall bear the cost to the Company of replacing a
mutilated, destroyed, stolen or lost Security.


<PAGE>

                                                                              47


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

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

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

                  SECTION 3.07. Payment of Interest, Interest Rights Preserved.
Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

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


<PAGE>

                                                                              48


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

                  (b) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which the Securities may be listed, and upon
         such notice as may be required by such exchange, if, after notice given
         by the Company to the Trustee of the proposed payment pursuant to this
         clause, such manner of payment shall be deemed practicable by the
         Trustee.

                  Subject to the foregoing provisions of this Section and
Section 3.05, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security.

<PAGE>

                                                                              49


                  Any Security surrendered for conversion during the period from
the close of business on any Regular Record Date to the opening of business on
the next succeeding Interest Payment Date (except Securities called for
redemption on a Redemption Date or to be repurchased on a Repurchase Date and,
as a result, the right to convert such Securities with respect to which
redemption or repurchase rights have been exercised would terminate during such
period) must be accompanied by payment 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 such Securities being
surrendered for conversion. In the case of any Security which is converted after
any Regular Record Date and on or prior to the next succeeding Interest Payment
Date (other than any Security whose Maturity is prior to such Interest Payment
Date) whose Stated Maturity is on such Interest Payment Date, interest shall be
payable on such Interest Payment Date notwith standing such conversion, and such
interest (whether or not punctually paid or duly provided for) shall be paid to
the Person in whose name such Security (or one or more Predecessor Securities)
is registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence or in Section
11.06, in the case of any Security which is converted, interest whose Stated
Maturity is after the date of conversion of such Security shall not be payable.

                  SECTION 3.08. Persons Deemed Owners. Prior to due presentment
of a Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee shall treat the Person in whose name such
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Sections 3.05 and 3.07)
interest on such Security and for all other purposes whatsoever, whether or not
such Security be overdue, and neither the Company, the Trustee nor any agent of
the Company or the Trustee shall be affected by notice to the contrary.

                  SECTION 3.09. Cancelation. All Securities surrendered for
payment, redemption, repurchase, registration of transfer or exchange or
conversion shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Securities so delivered shall be canceled promptly
by the Trustee. The Company may at any time deliver to the Trustee for
cancelation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and may deliver to
the Trustee for cancelation any Securities previously authenticated hereunder
which the Company has not issued and sold or delivered, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section 3.09, except as expressly permitted by this Indenture. The
Trustee shall destroy canceled Securities and deliver a certificate of such
destruction to the Company.


<PAGE>

                                                                              50


                  SECTION 3.10. Computation of Interest. Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.

                  SECTION 3.11. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP", "ISIN" and "CINS" numbers (if then generally in
use), and the Trustee shall use CUSIP numbers, ISIN numbers or CINS numbers, as
the case may be, in notices of redemption, repurchase or exchange as a
convenience to the Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of redemption, repurchase or
exchange and that reliance may be placed only on the other identification
numbers printed on the Securities.

                  SECTION 3.12. Regulation S. The Company agrees that it will
refuse to register any transfer of Securities or any shares of Common Stock
issued upon conversion of Securities that is not made in accordance with the
provisions of Regulation S under the Securities Act, pursuant to a registration
statement which has been declared effective under the Securities Act or pursuant
to an available exemption from the registration requirements of the Securities
Act; provided that the provisions of this Section shall not be applicable to any
Securities which do not bear a Restricted Securities Legend or to any shares of
Common Stock evidenced by certificates which do not bear a Restricted Common
Stock Legend.


                                   ARTICLE IV

                           Satisfaction and Discharge

                  SECTION 4.01. Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect (except as to
any surviving rights of conversion, or replacement of Securities herein
expressly provided for, any right to receive the payment of principal of, or
interest on, such Securities or Liquidated Damages under the tenth paragraph on
the reverse of the form of Securities set forth in Section 2.03 and the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when


<PAGE>

                                                                              51


                  (a) either

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

                           (ii) all such Securities not theretofore
                  delivered to the Trustee for cancelation

                                    (A) have become due and payable, or

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

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

         and the Company, in the case of (A), (B) or (C) above, has deposited or
         caused to be deposited with the Trustee as trust funds in trust for the
         purpose (1) money in an amount, or (2) U.S. Government Obligations that
         through the scheduled payment of principal and interest in respect
         thereof in accordance with their terms will provide, not later than one
         day before the due date of any payment, money in an amount, or (3) a
         combination thereof, sufficient to pay and discharge the entire
         indebtedness on such Securities not theretofore delivered to the
         Trustee for cancelation, for principal (and premium, if any) and
         interest to the date of such deposit (in the case of Securities which
         have become due and payable) or to the Stated Maturity or Redemption
         Date, as the case may be;


<PAGE>

                                                                              52


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

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

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.07
shall survive.

                  SECTION 4.02. Application of Trust Money. (a) Subject to the
provisions of the last paragraph of Section 10.03, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.01 shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with the Trustee.

                  All moneys deposited with the Trustee pursuant to Section 4.01
(and held by it or any Paying Agent) for the payment of Securities subsequently
converted shall be returned to the Company upon Company Request.

                  (b) The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 4.01 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

                  (c) The Trustee shall deliver or pay to the Company from time
to time upon Company Request any U.S. Government Obligations or money held by it
as provided in Section 4.01, which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are then in excess of the amount thereof which
then would have been required to be deposited for the purpose for which such
obligations or money were deposited or received.



<PAGE>

                                                                              53


                                    ARTICLE V

                                    REMEDIES

                  SECTION 5.01. Events of Default. "Event of Default", whenever
used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) default in the payment of any interest (including any
         Liquidated Damages) upon any Security when it becomes due and payable,
         and continuance of such default for a period of 30 days; or

                  (b) default in the payment of the principal or Redemption
         Price or Repurchase Price of any Security at its Maturity; or

                  (c) default in the Company's obligation to provide notice of a
         Change in Control as provided by Section 13.02; or

                  (d) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture (other than a covenant or
         warranty a default in whose performance or whose breach is elsewhere in
         this Section specifically dealt with), and continuance of such default
         or breach for a period of 60 days after there has been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 10% in aggregate
         principal amount of the Outstanding Securities a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

<PAGE>

                                                                              54


                  (e) default under any bond, debenture, note or other evidence
         of Indebtedness of the Company or under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness of the Company (including this
         Indenture), whether such Indebtedness now exists or shall hereafter be
         created, which default shall constitute a failure to pay an aggregate
         principal amount exceeding $35,000,000 of such Indebtedness when due
         and payable after the expiration of any applicable grace period with
         respect thereto and shall have resulted in such Indebtedness in an
         aggregate principal amount exceeding $35,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, without such Indebtedness having been
         discharged, or such acceleration having been rescinded or annulled,
         within a period of 10 days after there shall have been given, by
         registered or certified mail, to the Company by the Trustee or to the
         Company and the Trustee by the Holders of at least 10% in principal
         amount of the Outstanding Securities a written notice specifying such
         default and requiring the Company to cause such Indebtedness to be
         discharged or cause such acceleration to be rescinded or annulled and
         stating that such notice is a "Notice of Default" hereunder; provided,
         however, that if such default under such bond, debenture, note,
         mortgage, indenture or other instrument or evidence of Indebtedness
         shall be remedied or cured by the Company or waived pursuant to such
         agreement or instrument, then, unless the maturity of the Securities
         shall have been accelerated as provided herein, the Event of Default
         hereunder by reason therefor shall be deemed likewise to have been
         thereupon remedied, cured or waived without further action upon the
         part of either the Trustee or the Holders. Subject to the provisions of
         Section 6.01 and 6.02, the Trustee shall not be deemed to have
         knowledge of such default unless either (i) a Responsible Officer of
         the Trustee shall have actual knowledge of such default or (ii) the
         Trustee shall have received written notice thereof from the Company,
         from any Holder, from the holder of any such Indebtedness or from the
         trustee under any such mortgage, indenture or other instrument;

                  (f) the entry by a court having jurisdiction in the premises
         of (i) a decree or order for relief in respect of the Company in an
         involuntary case or proceeding under Title 11 of the U.S. Code (the
         "Bankruptcy Code") or any applicable Federal or state bankruptcy,
         insolvency, reorganization or other similar law or (ii) a decree or
         order adjudging the Company a bankrupt or insolvent, or approving as
         properly filed a petition seeking reorganization, arrangement,
         adjustment or composition of or in respect of the Company under any
         applicable Federal or state law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Company or of any substantial part of its property, or ordering
         the winding up or liquidation of its affairs, and the continuance of
         any such decree or order for relief or any such other decree or order
         unstayed and in effect for a period of 60 consecutive days; or

<PAGE>

                                                                              55


                  (g) the commencement by the Company of a voluntary case or
         proceeding under the Bankruptcy Code or any applicable Federal or state
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by it to the entry of a decree or order for relief in
         respect of the Company in an involuntary case or proceeding under any
         applicable Federal or state bankruptcy, insolvency, reorganization or
         other similar law or to the commencement of any bankruptcy or
         insolvency case or proceeding against it, or the filing by it of a
         petition or answer or consent seeking reorganization or relief under
         any applicable federal or state law, or the consent by it to the filing
         of such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         other similar official of the Company or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due and its willingness to have a
         case commenced against it or to seek an order for relief under the
         Bankruptcy Code or any applicable bankruptcy, insolvency or other
         similar law or the taking of corporate action by the Company in
         furtherance of any such action.

                  SECTION 5.02. Acceleration of Maturity; Rescission and
Annulment. If an Event of Default (other than an Event of Default specified in
Section 5.01(a), (b), (f) and (g)) occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal amount of all the Securities to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) and any accrued interest and any unpaid Liquidated
Damages thereon shall become immediately due and payable. If an Event of Default
specified in Section 5.01(a) or (b) occurs and is continuing, the Holder of any
Outstanding Security may, by notice in writing to the Company (with a copy to
the Trustee), declare the principal of such Security to be due and payable
immediately, and upon any such declaration such principal and (subject to
Section 3.07) any accrued interest and Liquidated Damages thereon shall become
immediately due and payable. If an Event of Default specified in Sections
5.01(f) and (g) occurs and is continuing, the principal and any accrued
interest, together with any Liquidated Damages thereon, on all of the Securities
then Outstanding shall ipso facto become due and payable immediately without any
declaration or other Act on the part of the Trustee or any Holder.


<PAGE>

                                                                              56


                  At any time after such declaration of acceleration has been
made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as herein after in this Article V provided, the Holders
of a majority in principal amount of the Outstanding Securities, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if

                  (a) the Company has paid or deposited with the
         Trustee a sum sufficient to pay

                           (i) all overdue interest and any Liquidated
                  Damages thereon on all Securities,

                           (ii) the principal of any Securities which have
                  become due otherwise than by such declaration of acceleration
                  and any interest thereon at the rate borne by the Securities,

                           (iii) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at a rate per annum
                  equal to the rate otherwise borne by the Securities plus 1%
                  per annum, and

                           (iv) all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and


<PAGE>

                                                                              57


                  (b) all Events of Default, other than the nonpayment of the
         principal of, and any interest on, Securities which have become due
         solely by such declaration of acceleration, have been cured or waived
         as provided in Section 5.13.

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

                  SECTION 5.03. Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any overdue principal and on
any overdue interest, at a rate of 4.75% per annum, and in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including amounts due the Trustee and any predecessor Trustee under
Section 6.07.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon the
Securities, wherever situated.

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


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                                                                              58


                  SECTION 5.04. Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or either of their
creditors, the Trustee (irrespective of whether the principal of, and any
interest on, the Securities shall then be due and payable as therein expressed
or by declaration or otherwise and irrespective of whether the Trustee shall
have made any demand on the Company for the payment of overdue principal or
interest) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (i) to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee and each predecessor Trustee, its agents and
         counsel) and of the Holders of Securities allowed in such judicial
         proceeding, and

                  (ii) to collect and receive any moneys or other property
         payable or deliverable on any such claim and to distribute the same,

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities by his acceptance thereof to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Securities, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Trustee, and each predecessor Trustee, its agents and counsel and any
other amounts due the Trustee under Section 6.07.


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                                                                             59

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder of
a Security any plan of reorganization, arrangement, adjustment, or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder of a Security in any such
proceeding; provided, however, that the Trustee may, on behalf of such Holders,
vote for the election of a trustee in bankruptcy or similar official and be a
member of a creditors' or other similar committee.

                  SECTION 5.05. Trustee May Enforce Claims Without Possession of
Securities. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, and each predecessor Trustee, its
agents and counsel, be for the ratable benefit of the Holders of the Securities
in respect of which judgment has been recovered.

                  SECTION 5.06. Application of Money Collected. Any money
collected by the Trustee pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

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

                  SECTION 5.07. Limitation on Suits. No Holder of any Security
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:


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                                                                             60


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

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

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

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

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

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

                  SECTION 5.08. Unconditional Right of Holders to Receive
Principal and Interest and to Convert. Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of and (subject
to Section 3.07) interest on such Security on the respective Stated Maturities
expressed in such Security (or, in the case of redemption or repurchase, on the
Redemption Date or Repurchase Date, as the case may be), and to convert such
Security in accordance with Article XII; provided that such Holder delivers the
conversion notice required by Section 12.02, and to institute suit for the
enforcement of any such payment and right to convert, and such rights shall not
be impaired without the consent of such Holder.

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                                                                            61


                  SECTION 5.09. Restoration of Rights and Remedies. If the
Trustee or any Holder of a Security has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders of Securities shall be
restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and such Holders shall
continue as though no such proceeding had been instituted.

                  SECTION 5.10. Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Securities is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

                  SECTION 5.11. Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or any acquiescence
therein. Every right and remedy given by this Article V or by law to the Trustee
or to the Holders of Securities may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders of Securities, as
the case may be.

<PAGE>


                                                                             62


                  SECTION 5.12. Control by Holders of Securities. The Holders of
a majority in principal amount of the Outstanding Securities shall, subject to
Section 6.03(e), have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee; provided that such direction shall
not be in conflict with any rule of law or with this Indenture, and provided
further that (subject to the provisions of Sections 6.01 and 6.03) the Trustee
shall have the right to decline to follow any such direction if (a) the Trustee,
being advised by counsel, shall determine that the action or proceeding so
directed may not lawfully be taken, (b) the Trustee by its board of directors or
the executive committee thereof or a trust committee of its directors and/or
Responsible Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability or (c) the Trustee shall so
determine that the actions or forbearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of Holders of the
Securities not joining in the giving of said direction, it being understood that
(subject to Sections 6.01 and 6.03) the Trustee shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders.

                  Nothing in this Indenture shall impair the right of the
Trustee to take any other action deemed proper by the Trustee which is not
inconsistent with such direction.

                  SECTION 5.13. Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (1) in the payment of the principal of or
interest on any Security, or (2) in respect of a covenant or provision hereof
which under Article IX cannot be modified or amended without the consent of the
Holders of each Outstanding Security affected.

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



<PAGE>


                                                                             63

                  SECTION 5.14. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken, suffered or omitted by it as
Trustee, the filing by any party litigant in such suit of an undertaking to pay
the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees and expenses, against any
party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this
Section 5.14 shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate principal amount of
the Outstanding Securities, or to any suit instituted by any Holder of any
Security for the enforcement of the payment of the principal of or interest on
any Security on or after the respective Stated Maturity or Maturities expressed
in such Security (or, in the case of redemption or repurchase, on or after the
Redemption Date or the Repurchase Date, as the case may be) or for the
enforcement of the right to convert any Security in accor dance with Article
XII.

                  SECTION 5.15. Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.


                                   ARTICLE VI

                                   The Trustee

                  SECTION 6.01. Certain Duties and Responsibilities. (a) If an
Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.



<PAGE>


                                                                             64

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

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

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

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

                  (i) this paragraph (c) shall not be construed to
         limit the effect of paragraph (b) of this Section;

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

                  (iii) the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of a majority in principal amount of
         the Outstanding Securities relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Indenture; and

                  (iv) no provision of this Indenture shall require the Trustee
         to expend or risk its own funds or otherwise incur any financial
         liability in the performance of any of its duties hereunder, or in the
         exercise of any of its rights or powers, if it shall have reasonable
         grounds for believing that repayment of such funds or indemnity
         satisfactory to it against such risk or liability is not assured to it.


<PAGE>


                                                                             65


                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

                  SECTION 6.02. Notice of Defaults. Within 90 days after the
occurrence of any default hereunder, the Trustee shall transmit by mail to all
Holders of Securities, as their names and addresses appear in the Security
Register, notice of such default hereunder known to the Trustee, unless such
default shall have been cured or waived; provided, however, that except in the
case of a default in the payment of the principal of (or premium, if any) or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of the Securities; and provided, further, that in the case of any
default of the character specified in Section 5.01(d), no such notice to Holders
of Securities shall be given until at least 30 days after the occurrence of such
default. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default.

                  SECTION 6.03. Certain Rights of Trustee. Subject to the
provisions of Section 6.01:

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

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


<PAGE>


                                                                             66


                  (c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, conclusively rely upon an Officers' Certificate or an Opinion of
Counsel;

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

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

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

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



<PAGE>


                                                                             67

                  SECTION 6.04. Not Responsible for Recitals or Issuance of
Securities. The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities. The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof.

                  SECTION 6.05. May Hold Securities, Act as Trustee Under Other
Indentures. The Trustee, any Authenticating Agent, any Paying Agent, any
Conversion Agent or any other agent of the Company or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Securities
and may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Conversion Agent, Security
Register or such other agent.

                  SECTION 6.06. Money Held in Trust. Money held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent
required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

                  SECTION 6.07. Compensation and Reimbursement. The Company
agrees:

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

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


<PAGE>


                                                                             68

                  (3) to indemnify each of the Trustee and any predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder or the performance of its duties hereunder, including
the costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its power or duties
hereunder and the cost and expenses of enforcing this right of indemnity, except
to the extent any such loss, liability or expense is due to its own negligence,
willful misconduct or bad faith.

                  To ensure the performance of the obligations of the Company
under this Section, the Trustee shall have a senior claim to which the
Securities are hereby made subordinate upon all property and funds held or
collected by the Trustee as such, except property and funds held in trust for
the payment of principal of, premium, if any, or interest on particular
Securities.

                  Without limiting any rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.01(f) or Section
5.01(g), the expenses (including the reasonable charges and expenses of its
counsel) and compensation for the services are intended to constitute expenses
of administration under any applicable Federal or State bankruptcy, insolvency
or other similar law.

                  The provisions of this Section shall survive the termination
of this Indenture and the resignation or removal of the Trustee.

                  SECTION 6.08. Corporate Trustee Required; Eligibility. There
shall at all times be a Trustee hereunder which shall be a corporation or trust
company organized and doing business under the laws of the United States of
America, any state thereof, or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least U.S. $50,000,000, subject to supervision or examination by Federal
or state authority, in good standing and having an established place of business
or an agent with an established place of business in The City of New York. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of said supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.


<PAGE>


                                                                             69


                  SECTION 6.09. Resignation and Removal; Appointment of
Successor. (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

                  (b) The Trustee may resign at any time by giving written
notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by this Section 6.09 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by an Act of the
Holders of a majority in principal amount of the Outstanding Securities,
delivered to the Trustee and the Company.

                  (d)  If at any time:

                           (i) the Trustee shall fail to comply with Section
                  310(b) of the Trust Indenture Act after written request
                  therefor by the Company or by any Holder who has been a bona
                  fide Holder of a Security for at least six months, or

                           (ii) the Trustee shall cease to be eligible under
                  Section 6.08 and shall fail to resign after written request
                  therefor by the Company or by any Holder, or

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


<PAGE>


                                                                             70


then, in any such case (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder of a Security who has been
a bona fide Holder of a Security for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee or Trustees.

                  (e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee and shall comply with the applicable requirements of this
Section 6.09. If, within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a successor Trustee shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities delivered to the Company and the retiring Trustee, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of this Section 6.09,
become the successor Trustee and supersede the successor Trustee appointed by
the Company. If no successor Trustee shall have been so appointed by the Company
or the Holders of Securities and accepted appointment in the manner required by
this Section 6.09, any Holder of a Security who has been a bona fide Holder of a
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  (f) The Company shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders of Securities by mailing written notice of such event by first-class
mail, postage prepaid, to all Holders of Securities as their names and addresses
appear in the Security Register. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

                  SECTION 6.10. Acceptance of Appointment by Successor. Every
successor Trustee appointed hereunder shall execute, acknowledge and deliver to
the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


<PAGE>


                                                                             71


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

                  Upon the acceptance of appointment by any successor Trustee,
all fees, charges and expenses of the retiring Trustee shall become immediately
due and payable upon the rendering of a statement thereof.

                  SECTION 6.11. Merger, Conversion, Consolidation or Succession
to Business. Any entity into which the Trustee may be merged or converted or
with which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided such entity
shall be otherwise eligible under this Article, without the execution or filing
of any paper or any further act on the part of any of the parties hereto. In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenti cated with the same effect as if such successor Trustee
had itself authenticated such Securities.



<PAGE>


                                                                            72

                  SECTION 6.12. Authenticating Agent. The Trustee may appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon exchange or substitution pursuant to this
Indenture. Securities so authenticated shall be entitled to the benefits of this
Indenture and shall be valid and obligatory for all purposes as if authenticated
by the Trustee hereunder, and every reference in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall at all times be a corporation or trust company
organized and doing business under the laws of the United States of America or
any State thereof and authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than U.S. $50,000,000 or its
equivalent (or its parent holding company has a combined capital and surplus of
not less than U.S. $50,000,000 or its equivalent) in another currency or
composite currencies and subject to supervision or examination by government
authority. If such Authenticating Agent (or its parent holding company)
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 6.12, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 6.12, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.12.

                  Any entity into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be
a party, or any entity succeeding to the corporate agency or corporate trust
business of an Authenticating Agent, shall continue to be an Authenticating
Agent; provided such entity shall be otherwise eligible under this Section 6.12,
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.


<PAGE>


                                                                             73

                  An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 6.12.

                  If an Authenticating Agent is appointed with respect to the
Securities pursuant to this Section 6.12, the Securities may have endorsed
thereon, in addition to or in lieu of the Trustee's certification of
authentication, an alternative certificate of authentication in the following
form:

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


Dated:                               BNY Midwest Trust Company,
                                     as Trustee,

                                     by  Authenticating Agent (or
                                         authorized representative), as
                                         Authenticating Agent,

                                         by ________________________
                                            Authorized Signatory



                                   ARTICLE VII

                  Holder's Lists and Reports by Trustee and Company

                  SECTION 7.01. Company to Furnish Trustee Names and Addresses
of Holders. The Company will furnish or cause to be furnished to the Trustee

                  (a) semiannually, not more than 15 days after the Regular
         Record Date, a list, in such form as the Trustee may reasonably
         require, of the names and addresses of the Holders of Securities as of
         such Regular Record Date, and


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                                                                             74

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

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

                  SECTION 7.02. Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it pursuant to Section
7.01 upon receipt of a new list so furnished.

                  (b) The rights of Holders to communicate with other Holders
with respect to their rights under this Indenture or under the Securities, and
the corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act for holders of securities issued under an indenture
qualified pursuant to the Trust Indenture Act.

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

                  SECTION 7.03. Reports by the Company. (a) The Company shall
file with the Trustee, within 15 days after the Company is required to file the
same with the Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the Commission may by rules and regulations prescribe) which the Company is
required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act. In the event the Company is not subject to Section 13 or 15(d) of
the Exchange Act, it shall file with the Trustee upon request the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.



<PAGE>


                                                                             75

                  (b) The Company shall file with the Trustee such additional
information, documents and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
requested from time to time by the Trustee.

                                  ARTICLE VIII

                  Consolidation, Merger, Conveyance, Transfer or Lease

                  SECTION 8.01. Company May Consolidate, etc., Only on Certain
Terms. The Company shall not consolidate with or merge into any other Person or,
directly or indirectly, convey, transfer, sell or lease or otherwise dispose of
all or substantially all of its properties and assets to any Person (other than
a wholly owned Subsidiary of the Company), and the Company shall not permit any
Person (other than a wholly owned Subsidiary of the Company) to consolidate
with or merge into the Company or convey, transfer, sell or lease all or
substantially all of its properties and assets to the Company, unless:

                  (a) in case the Company shall consolidate with or merge into
         another Person or convey, transfer, sell or lease all or substantially
         all of its properties and assets to any Person, the Person formed by
         such consolidation or into which the Company is merged or the Person
         which acquires by conveyance, transfer or sale, or which leases, all or
         substantially all of the properties and assets of the Company shall be
         a corporation, limited liability company, partnership or trust, shall
         be organized and validly existing under the laws of the United States
         of America, any state thereof or the District of Columbia and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, the due and punctual payment of the principal
         of and interest (including Liquidated Damages) on all of the
         Securities, as applicable, and the performance or observance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed and shall have provided for conversion rights in accordance
         with Section 12.11;

                  (b) immediately after giving effect to such transaction and
         treating any indebtedness which becomes an obligation of the Company or
         a Subsidiary as a result of such transaction as having been incurred by
         the Company or such Subsidiary at the time of such transaction, no
         Event of Default, and no event which, after notice or lapse of time or
         both, would become an Event of Default, shall have happened and be
         continuing; and


<PAGE>


                                                                             76


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

                  SECTION 8.02. Successor Substituted. Upon any consolidation of
the Company with, or merger of the Company into, any other Person or any
conveyance, transfer, sale or lease of all or the properties and assets of the
Company in accordance with Section 8.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and thereafter the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.



<PAGE>


                                                                             77

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.01. Supplemental Indentures Without Consent of
Holders of Securities. Without the consent of any Holders of Securities, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into one or more indentures supplemental hereto,
for any of the following purposes:

                  (a) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants and
         obligations of the Company herein and in the Securities as permitted by
         this Indenture; or

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

                  (c) to secure the Securities; or

                  (d) to modify the restrictions on, and procedures for, resale
         and other transfers of the Securities to the extent required by any
         change in applicable law or regulation (or the interpretation thereof)
         or in practice relating to the resale or transfer of restricted
         securities generally; or

                  (e) to make provision with respect to the conversion rights
         of Holders of Securities pursuant to Section 12.11; or

                  (f) to accommodate the issuance, if any, of Securities in
         book-entry or definitive form and matters related thereto which do not
         adversely affect the interest of the Holders of Securities; or

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

                  (h) to cure any ambiguity, to correct or supplement any
         provision herein, which may be inconsistent with any other provision
         herein or which is otherwise defective, or to make any other provisions
         with respect to matters or questions arising under this Indenture as
         the Company and the Trustee may deem necessary or desirable; provided
         that such action pursuant to this clause (h) shall not adversely affect
         the interests of the Holders of Securities in any material respect.


<PAGE>


                                                                             78


Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 9.03 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and any further appropriate
agreements and stipulations which may be therein contained.

                  SECTION 9.02. Supplemental Indentures with Consent of Holders
of Securities. With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities (including consents
obtained in connection with a tender offer or exchange offer for the
Securities), by the Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent or affirmative vote of the
Holder of each Outstanding Security affected thereby,

                  (i) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest payable thereon or any premium
         payable upon redemption or mandatory repurchase thereof, or change the
         coin or currency in which any Security or the interest or premium
         thereon is payable, or impair the right to institute suit for the
         enforcement of any such payment on or after the Stated Maturity thereof
         (or, in the case of redemption or repurchase, on or after the
         Redemption Date or Repurchase Date, as the case may be) or, except as
         permitted by Section 12.12, adversely affect the right to convert any
         Security as provided in Article XII, or


<PAGE>


                                                                             79

                  (ii) reduce the requirements of Section 10.04 for quorum or
         voting, or reduce the percentage in aggregate principal amount of the
         Outstanding Securities the consent of whose Holders is required for any
         such supplemental indenture or the consent of whose Holders is required
         for any waiver provided for in this Indenture, or

                  (iii) modify any of the provisions of this Section, Section
         5.13 or Section 10.11, except to increase any percentage contained
         herein or therein or to provide that certain other provisions of this
         Indenture cannot be modified or waived without the consent of the
         Holder of each Outstanding Security affected thereby,

                   (iv) modify any provisions of Article XII or XIII in a
         manner adverse to the Holders, or

                  (v) modify the obligations of the Company under Section 10.08
         to provide specified information in specified circumstances.

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

                  SECTION 9.03. Execution of Supplemental Indentures. In
executing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Opinion
of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and an Officers' Certificate to the
effect that all conditions precedent have been satisfied. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         SECTION 9.04. Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.


<PAGE>


                                                                             80


                  SECTION 9.05. Reference in Securities to Supplemental
Indentures. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Company and the
Trustee, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities.


                                    ARTICLE X

                                    Covenants

         SECTION 10.01. Payment of Principal and Interest. The Company will duly
and punctually pay the principal of and interest on the Securities in accordance
with the terms of the Securities and this Indenture.

                  SECTION 10.02. Maintenance of Offices or Agencies. The Company
hereby appoints the principal corporate trust office of the Trustee (or its
agent in The City of New York) as its agent in The City of New York where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange, where conversion notices,
certificates and other items required to be delivered to effect conversion may
be delivered and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served.

                  The Company hereby appoints the principal corporate trust
office of the Trustee (or its agent in The City of New York) as Paying Agent for
the payment of principal of and interest on the Securities and as Conversion
Agent for the Conversion of any of the Securities in accordance with Article
XII, and appoints such office of the Trustee or its agent in the City of New
York as transfer agent where Securities may be surrendered for registration of
transfer or exchange.



<PAGE>


                                                                             81

                  The Company may at any time and from time to time vary or
terminate the appointment of any such agent or appoint any additional agents
with or without cause for any or all of such purposes; provided, however, that
until all of the Securities have been delivered to the Trustee for cancelation,
or moneys sufficient to pay the principal of and interest on the Securities have
been made available for payment and either paid or returned to the Company
pursuant to the provisions of Section 10.03, the Company will maintain (i) in
the Borough of Manhattan, The City of New York, an office or agency where
Securities may be presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange, where Securities may be
surrendered for conversion and where notices and demands to or upon the Company,
in respect of the Securities and this Indenture may be served, and (ii) subject
to any laws or regulations applicable thereto, in any city in a Western European
country, an office or agency where Securities may be presented and surrendered
for payment and where Securities may be presented for registration of transfer
or exchange or conversion thereof. The Company will give prompt written notice
to the Trustee, and will give notice to Holders of Securities in the manner
specified in Section 1.05, of the appointment or termination of any such agents
and of the location and any change in the location of any such office or agency.

                  If at any time the Company shall fail to maintain any such
required office or agency, or shall fail to furnish the Trustee with the address
thereof, presentations and surrenders may be made and notices and demands may be
served on and Securities may be surrendered for conversion to the Corporate
Trust Office of the Trustee, and the Company hereby appoints the same as its
agent to receive such respective presentations, surrenders, notices and demands.

                  SECTION 10.03. Money for Security Payments To Be Held in
Trust. If the Company at any time shall act as its own Paying Agent, it will, on
or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided and the Company will promptly notify the Trustee of its action or
failure so to act.



<PAGE>


                                                                             82

                  Whenever the Company shall have one or more Paying Agents, it
will, prior to or on each due date of the principal of or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay the principal or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of any failure so to
act.

                  The Company will cause each Paying Agent other than the
Trustee or affiliate of the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
         of or interest on Securities in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided;

                  (b) give the Trustee written notice of any default by the
         Company (or any other obligor upon the securities) in the making of any
         payment of principal or interest; and

                  (c) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

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

<PAGE>


                                                                             83

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on
(together with any Liquidated Damages in respect thereof) any Security and
remaining unclaimed for two years after such principal or interest (together
with any Liquidated Damages in respect thereof) has become due and payable shall
be paid to the Company on Company Request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as a general unsecured creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before making any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company; and provided further that any such publication
shall not relieve the Trustee or any Paying Agent of their obligation to pay any
amounts to the Company in the manner provided in this Section 10.03.

                  SECTION 10.04. Corporate Existence. Subject to Article VIII,
the Company will do or cause to be done all things necessary to preserve and
keep in full force and effect its corporate existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors of
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

                  SECTION 10.05. Maintenance of Properties. The Company will
cause all material properties used or useful in the conduct of its business or
the business of any Subsidiary to be maintained and kept in good condition,
repair and working order and supplied with all necessary equipment and will
cause to be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be necessary so
that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that nothing in this
Section 10.05 shall prevent the Company from discontinuing the operation or
maintenance of any of such properties if such discontinuance is, in the judgment
of the Company, desirable in the conduct of its business or the business of any
Subsidiary and not disadvantageous in any material respect to the Holders.


<PAGE>


                                                                              84


                  SECTION 10.06. Compliance with Laws. The Company will comply,
and cause each Subsidiary to comply, with the requirements of all applicable
laws, ordinances, rules, regulations, and requirements of any governmental
authority (including, without limitation, ERISA and the rules and regulations
thereunder), except where the necessity of compliance therewith is contested in
good faith by appropriate proceedings or where the failure to comply would not
have a material adverse effect upon the Company and its Subsidiaries taken as a
whole.

                  SECTION 10.07. Payment of Taxes and Other Claims. The Company
will pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsid iary, and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged any
such tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

                  SECTION 10.08. Delivery of Certain Information. At any time
when the Company is not subject to Section 13 or 15(d) of the Exchange Act or is
exempt therefrom, upon the request of a Holder of a Security bearing the
Restricted Securities Legend or the holder of Common Stock issued upon
conversion thereof, the Company will promptly furnish or cause to be furnished
Rule 144A Information (as defined below) to such Holder of Securities bearing
the Restricted Securities Legend or such holder of Common Stock issued upon
conversion of Securities bearing the Restricted Securities Legend, or to a
prospective purchaser of such security designated by any such Holder or holder,
as the case may be, to the extent required to permit compliance by such holder
with Rule 144A under the Securities Act (or any successor provision thereto) in
connection with the resale of such Security by such Holder; provided, however,
that the Company shall not be required to furnish such information in connection
with any request made on or after the date which is two years from the later of
(i) the date such a security (or any predecessor security) was acquired from the
Company or (ii) the date such a security (or any predecessor security) was last
acquired from the Company or an "affiliate" of the Company within the meaning of
Rule 144 under the Securities Act (or any successor provision thereto). "Rule
144A Information" shall be such information as is specified pursuant to Rule
144A(d)(4) under the Securities Act (or any successor provision thereto).

<PAGE>


                                                                             85


                  SECTION 10.09. Statement by Officers as to Default. The
Company shall deliver to the Trustee within 120 days after the end of each
fiscal year of the Company an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the Officers signing such
certificate, with a view to determining whether any default exists in the
performance and observance of any of the terms, provisions and conditions of
this Indenture and whether the Company has observed, performed and fulfilled its
obligations under this Indenture. If the Officers signing the Certificate know
of such a default, the Officers' Certificate shall describe such default and its
status with particularity. The Company shall also promptly notify the Trustee if
the Company's fiscal year is changed so that the end thereof is on any date
other than the then current fiscal year end date.

                  The Company will also deliver to the Trustee, forthwith upon
any Officer becoming aware of any Event of Default, an Officers' Certificate
specifying with particularity such default or Event of Default and further
stating what action the Company has taken, is taking or proposes to take with
respect thereto.

                  Any notice required to be given under this Section 10.09
shall be delivered to the Trustee at its Corporate Trust Office and need not
comply with Section 1.04.

         SECTION 10.10. Resale of Certain Securities. During the period
beginning on November 19, 2001, and ending on November 19, 2003, the Company
will not, and will not permit any of its "affiliates" (as defined under Rule 144
under the Securities Act or any successor provision thereto) to, resell (x) any
Securities which constitute "restricted securities" under Rule 144 or (y) any
securities into which such Securities have been converted under this Indenture,
which constitute "restricted securities" under Rule 144 that in either case have
been reacquired by any of them. The Trustee shall have no responsibility in
respect of the Company's performance of its agreement in the preceding sentence.


<PAGE>


                                                                             86


                  SECTION 10.11. Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any covenant or condition set
forth in Section 10.05 or 10.06 if before the time for such compliance the
Holders of at least a majority in principal amount of the Outstanding Securities
(or such lesser amount as shall have acted at a meeting pursuant to the
provisions of this Indenture) shall either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

         SECTION 10.12. Registration Rights. The holders of the Securities and
the Common Stock issuable upon conversion thereof are entitled to the benefits
of a Registration Rights Agreement, dated as of November 19, 2001, among the
Company, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. (the
"Registration Rights Agreement").


                  Whenever in this Indenture there is mentioned, in any context,
the payment of the principal of, premium, if any, or interest on, or in respect
of, any Security, such mention shall be deemed to include mention of the payment
of Liquidated Damages provided for in this Section to the extent that, in such
context, Liquidated Damages are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Liquidated Damages (if applicable) in any provisions hereof shall not be
construed as excluding Liquidated Damages in those provisions hereof where such
express mention is not made.

                  SECTION 10.13. Book-Entry System. If the Securities cease to
trade in the Depositary's book-entry settlement system, the Company covenants
and agrees that it shall use reasonable efforts to make such other book-entry
arrangements that it determines are reasonable for the Securities.


<PAGE>


                                                                             87



                                   ARTICLE XI

                            Redemption of Securities

                  SECTION 11.01. Right of Redemption. The Securities shall be
redeemable at the Company's option, in whole or in part, under the circumstances
and at the Redemption Prices specified in the form of Securities set forth in
Sections 2.02 and 2.03.

                  SECTION 11.02. Applicability of Article. Redemption of
Securities at the election of the Company, as permitted or required by any
provision of the Securities or this Indenture, shall be made in accordance with
such provision and this Article XI.

                  SECTION 11.03. Election To Redeem; Notice to Trustee. The
election of the Company to redeem any Securities pursuant to Section 11.01
shall be evidenced by a Board Resolution. In the case of any redemption at the
election of the Company of all of the Securities, the Company shall, at least 25
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee in writing of such
Redemption Date. If the Securities are to be redeemed pursuant to an election
of the Company which is subject to a condition specified in the forms of
Securities set forth in Section 2.02, the Company shall furnish the Trustee with
(a) an Officers' Certificate stating that the Company is entitled to effect such
redemption and setting forth a statement of facts demonstrating the same and (b)
an Opinion of Counsel to the effect that the Company is entitled to effect such
redemption.

                  SECTION 11.04. Notice of Redemption. Notice of redemption
shall be given in the manner provided in Section 1.05 to the Holders of
Securities to be redeemed. Notice shall be given at least once not less than 20
nor more than 60 days prior to the Redemption Date.

                  All notices of redemption shall state:

                 (a) the Redemption Date;

                 (b) the Redemption Price, and the amount of accrued interest,
         if any;


<PAGE>


                                                                             88


                  (c) that on the Redemption Date the Redemption Price, and
         accrued interest, if any, will become due and payable, and that
         interest thereon shall cease to accrue on and after said date;

                  (d) the Conversion Price, the date on which the right to
         convert the Securities will terminate and the places where the
         Securities may be surrendered for conversion; and

                  (e) the place or places where the Securities are to be
         surrendered for payment of the Redemption Price and accrued interest,
         if any.

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

                  SECTION 11.05. Deposit of Redemption Price. At least one
Business Day prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent,
segregate and hold in trust as provided in Section 10.03) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date other than any Securities called for redemption
on that date which have been converted prior to the date of such deposit.

                  If any Security called for redemption is converted, any money
deposited with the Trustee or with a Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.07) be paid to the Company on
Company Request or, if then held by the Company, shall be discharged from such
trust.


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                                                                             89

                  SECTION 11.06. Securities Payable on Redemption Date. Notice
of redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
herein specified, and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemp
tion in accordance with said notice, the Holder of such Security shall be paid
the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that a holder who surrenders a security for conversion after
the date notice of redemption has been given and prior to the Redemption Date
shall be paid accrued interest to the Redemption Date in respect of such
Security; provided further, however, that, in each case, installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

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

                  SECTION 11.07. Selection of Securities to Be Redeemed. If less
than all the Securities are to be redeemed, unless the procedures of the
Depositary provide otherwise, the Trustee shall select the Securities to be
redeemed by lot, on a pro rata basis or by another method the Trustee considers
fair and appropriate (so long as such method is not prohibited by the rules of
any stock exchange on which the Securities are then listed). The Trustee shall
make the selection at least 20 days but not more than 60 days before the
Redemption Date from outstanding Securities not previously called for
redemption. The Trustee may select for redemption portions of Securities that
have denominations larger than $1,000.

                  Securities and portions of Securities that the Trustee selects
shall be in principal amounts of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The Trustee shall notify
the Company promptly of the Securities or portions of the Securities to be
redeemed. If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as outstanding for the purpose of such selection.


<PAGE>


                                                                             90



                                   ARTICLE XII

                            Conversion of Securities

                  SECTION 12.01. Conversion Privilege and Conversion Rate.
Subject to and upon compliance with the provisions of this Article, at the
option of the Holder thereof, any Security or any portion of the principal
amount thereof which is $1,000 or any integral multiple of $1,000 in excess
thereof, may be converted at any time at the principal amount thereof, or of
such portion thereof, into fully paid and nonassessable shares of Common Stock
of the Company (calculated as to each conversion to the nearest 1/100 of a
share) at the Conversion Rate, determined as hereinafter provided, in effect at
the time of conversion. Such conversion right shall expire at the close of
business on the Redemption Date or Repurchase Date for such Security; subject,
in the case of conversion of a Global Security, to any applicable book-entry
procedures of the Depositary for such conversion. In case a Security or portion
thereof is called for redemption at the election of the Company or is delivered
for repurchase at the option of the Holder, such conversion right in respect of
the Security or portion thereof so called shall expire at the close of business
on the Redemption Date or the Repurchase Date, unless the Company defaults in
making the payment due upon redemption or the repurchase, as the case may be
(subject as aforesaid to any applicable book-entry procedures).

                  The rate at which Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 153.846
shares of Common Stock for each U.S.$1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article XII. The price at which Common Stock shall be delivered upon conversion
(herein called the "Conversion Price") shall at any time be equal to U.S. $1,000
divided by the then applicable Conversion Rate (and rounded to the nearest
cent).



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                                                                             91

                  SECTION 12.02. Exercise of Conversion Privilege. In order to
exercise the conversion privilege with respect to any Security or portion
thereof, the Holder of any Security to be converted or any other person acting
on its behalf shall surrender such Security, duly endorsed or assigned to the
Company or in blank at any office or agency of the Company maintained for that
purpose pursuant to Section 10.02, accompanied by a duly signed conversion
notice substantially in the form set forth in Annex A stating that the Holder
elects to convert such Security or, if less than the entire principal amount
thereof is to be converted, the portion thereof to be converted. Alternatively,
if such security is represented by a Global Security, conversion may be effected
by written order given to the Trustee in accordance with the Applicable
Procedures. Each Security surrendered for conversion (in whole or in part)
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such Interest
Payment Date shall (except in the case of any Security or portion thereof which
has been called for redemption on a Redemption Date or repurchase on a
Repurchase Date and, as a result, the right to convert such Security with
respect to which redemption or repurchase rights have been exercised would
terminate during such period) be accompanied by payment 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 such
Security (or part thereof as the case may be) being surrendered for conversion.
The interest so payable on such Interest Payment Date in respect of such
Security (or portion thereof, as the case may be) surrendered for conversion
shall be paid to the Holder of such Security as of such Regular Record Date.
Interest payable in respect of any Security surrendered for conversion on or
after an Interest Payment Date shall be paid to the Holder of such Security as
of the next preceding Regular Record Date, notwithstanding the exercise of the
right of conversion. Except as provided in this paragraph and subject to the
last paragraph of Section 3.07 and to Section 11.06, no cash payment or
adjustment shall be made on account of any cash dividends on the Common Stock
issued upon conversion or, unless such Security has been called for redemption,
if the date of conversion is not an Interest Payment Date, on account of any
interest accrued from the Interest Payment Date next preceding the conversion
date, in respect of any Security (or part thereof, as the case may be)
surrendered for conversion.


<PAGE>


                                                                             92

                  Securities shall be deemed to have been converted immediately
prior to the close of business on the day of surrender of such Securities for
conversion in accordance with the foregoing provisions, and at such time the
rights of the Holders of such Securities as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
at such time (unless such Holder shall have so surrendered such Security and
shall have instructed the Company to effect the conversion on a particular date
following such surrender and such Holder shall be entitled to convert such
Security on such date, in which case such conversion shall be deemed to be
effected immediately prior to the close of business on such date). As promptly
as practicable on or after the conversion date, the Company shall issue and
deliver, out of its authorized but previously unissued (or, in the case of
treasury stock of the Company, validly issued) shares of Common Stock, at the
office of such Conversion Agent a certificate or certificates for the number of
full shares of newly issued Common Stock issuable upon conversion, together with
payment in lieu of any fraction of a share, as provided in Section 12.03.

                  All Common Stock delivered upon such conversion of Restricted
Securities shall bear the Restricted Common Stock Legend and shall be subject to
the restrictions on transfer provided in such legend. Neither the Trustee nor
any agent maintained for the purpose of such conversion shall have any
responsibility for the inclusion or content of any such restrictive legend on
such Common Stock; provided, however, that the Trustee or any agent maintained
for the purpose of such conversion shall have provided, to the Company or to the
Company's transfer agent for such Common Stock, prior to or concurrently with a
request to the Company to deliver to such agent maintained for the purpose of
such conversion certificates for such Common Stock, written notice that the
Securities delivered for conversion bear the Restricted Securities Legend.

                  In the case of any Security which is converted in part only,
upon such conversion the Company shall execute and the Trustee shall
authenticate and deliver to the Holder thereof, at the expense of the Company, a
new Security or Securities of authorized denominations in an aggregate principal
amount equal to the unconverted portion of the principal amount of such
Security.


<PAGE>


                                                                             93

                  If Common Stock to be issued upon conversion of a Security, or
Securities to be issued upon conversion of a Security in part only, are to be
registered in a name other than that of the Holder of such Security, the
Security Registrar shall, prior to the conversion of such Security, record in
the Security Register the transfer of that portion of the Security to be so
converted in the name of the person in whose name such Common Stock or
Securities are to be registered.

                  SECTION 12.03. Fractions of Shares of Common Stock. No
fractional shares of Common Stock or scrip certificates in respect thereof shall
be issued upon conversion of any Security or Securities. If more than one
Security shall be surrendered for conversion at one time by the same Holder, the
number of full shares which shall be issuable upon conversion thereof shall be
computed on the basis of the aggregate principal amount of the Securities so
surrendered. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities, the Company
shall pay a cash adjustment in respect of such fraction (calculated to the
nearest 1/100 of a share) in an amount in Dollars equal to the same fraction of
the current market price per share of Common Stock (calculated in accordance
with Section 12.04(h) below) at the close of business on the day of conversion,
or alternatively, at the Company's option, the Company shall round up the
conversion transaction to the next higher whole share.

                  SECTION 12.04. Adjustment of Conversion Rate. The Conversion
Rate shall be subject to adjustments from time to time as follows:

<PAGE>


                                                                             94

                           (a) In case at any time after the date hereof, the
                  Company shall pay or make a dividend or other distribution on
                  all or any portion of its Common Stock or shall pay or make a
                  dividend or other distribution on any other class of capital
                  stock of the Company which dividend or distribution includes
                  Common Stock, the Conversion Rate in effect at the opening of
                  business on the day following the date fixed for the
                  determination of shareholders entitled to receive such
                  dividend or other distribution shall be increased by dividing
                  such Conversion Rate by a fraction of which the numerator
                  shall be the number of shares of Common Stock outstanding at
                  the close of business on the date fixed for such determination
                  and the denominator shall be the sum of such number of shares
                  and the total number of shares constituting such dividend or
                  other distribution, such increase to become effective
                  immediately after the opening of business on the day following
                  the date fixed for such determination. For the purposes of
                  this paragraph (a), the number of shares of Common Stock at
                  any time outstanding shall not include shares held in the
                  treasury of the Company but shall include shares issuable in
                  respect of scrip certificates, if any, issued in lieu of
                  fractions of shares of Common Stock. If any dividend or
                  distribution of the type described in this Section 12.04(a) is
                  declared but not so paid or made, the Conversion Rate shall
                  again be adjusted to the Conversion Rate which would then be
                  in effect if such dividend or distribution had not been
                  declared.

<PAGE>


                                                                             95

                           (b) In case at any time after the date hereof, the
                  Company shall pay or make a dividend or other distribution on
                  all of its Common Stock consisting of, or shall otherwise
                  issue to all holders of its shares of Common Stock, rights,
                  warrants or options (not being available on an equivalent
                  basis to Holders of the Securities upon conversion) entitling
                  the holders of its Common Stock to subscribe for or purchase
                  Common Stock at a price per share less than the current market
                  price per share (determined as provided in paragraph (h) of
                  this Section 12.04) of the Common Stock on the date fixed for
                  the determination of shareholders entitled to receive such
                  rights, warrants or options (other than pursuant to a dividend
                  reinvestment plan), the Conversion Rate in effect at the
                  opening of business on the day following the date fixed for
                  such determination shall be increased by dividing such
                  Conversion Rate by a fraction of which the numerator shall be
                  the number of shares of Common Stock outstanding at the close
                  of business on the date fixed for such determination plus the
                  number of shares of Common Stock which the aggregate of the
                  offering price of the total number of shares of Common Stock
                  so offered for subscription or purchase would purchase at such
                  current market price and the denominator shall be the number
                  of shares of Common Stock outstanding at the close of business
                  on the date fixed for such determination plus the number of
                  shares of Common Stock so offered for subscription or
                  purchase, such increase to become effective immediately after
                  the opening of business on the day following the date fixed
                  for such determination. For the purposes of this paragraph
                  (b), the number of shares of Common Stock at any time
                  outstanding shall not include shares held in the treasury of
                  the Company but will include shares issuable in respect of
                  scrip certificates, if any, issued in lieu of fractions of
                  shares of Common Stock. The Company will not issue any rights
                  or warrants in respect of Common Stock held in the treasury of
                  the Company (or, if rights or warrants are issued in respect
                  of all of the shares of Common Stock of the Company, will not
                  exercise any such rights or warrants in respect of Common
                  Stock held in the treasury of the Company). In the event that
                  such rights or warrants are not so issued, the Conversion Rate
                  shall again be adjusted to be the Conversion Rate which would
                  then be in effect if such date fixed for the determination of
                  stockholders entitled to receive such rights or warrants had
                  not been fixed. In determining whether any rights or warrants
                  entitle the holders to subscribe for or purchase shares of
                  Common Stock at less than such current market price, and in
                  determining the aggregate offering price of such share of
                  Common Stock, there shall be taken into account any
                  consideration received for such rights or warrants, the value
                  of such consideration, if other than cash, to be determined by
                  the Board of Directors of the Company.

<PAGE>


                                                                             96


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

                           (d) In case at any time after the date hereof, the
                  Company shall, by dividend or otherwise, distribute to all
                  holders of its Common Stock evidences of its indebtedness or
                  assets (including securities, but excluding any rights,
                  warrants or options referred to in paragraph (b) of this
                  Section 12.04, any dividend or distribution paid exclusively
                  in cash, any dividend or distribution referred to in paragraph
                  (a) of this Section 12.04 and any dividend or distribution
                  upon a merger or consolidation referred to in paragraph (e) of
                  this Section 12.04), the Conversion Rate shall be increased so
                  that the same shall equal the rate determined by dividing the
                  Conversion Rate in effect immediately prior to the close of
                  business on the date fixed for the determination of
                  shareholders entitled to receive such distribution by a
                  fraction of which the numerator shall be the current market
                  price per share (determined as provided in paragraph (h) of
                  this Section 12.04) of the Common Stock on the date fixed for
                  such determination less the then fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive and described in a Board Resolution filed
                  with the Trustee) of the portion of the assets or evidences of
                  indebtedness so distributed applicable to one share of Common
                  Stock and the denominator shall be such current market price
                  per share of the Common Stock, such adjustment to become
                  effective immediately prior to the opening of business on the
                  day following the date fixed for the determination of
                  shareholders entitled to receive such distribution. If any
                  dividend or distribution of the type described in this Section
                  12.04(d) is declared but not so paid or made, the Conversion
                  Rate shall again be adjusted to the Conversion Rate which
                  would be in effect if such dividend or distribution had not
                  been declared.


<PAGE>


                                                                             97


                           (e) In case at any time after the date hereof, the
                  Company shall, by dividend or otherwise, make a distribution
                  to all holders of its Common Stock consisting exclusively of
                  cash (excluding any cash that is distributed upon a merger or
                  consolidation or a sale or transfer of all or substantially
                  all of the assets of the Company to which Section 12.11
                  applies or as part of a distribution referred to in paragraph
                  (d) of this Section 12.04) in an aggregate amount that,
                  combined together with (i) the aggregate amount of any other
                  distributions to all holders of its Common Stock made
                  exclusively in cash within the 12 months preceding the date of
                  payment of such distribution and in respect of which no
                  adjustment pursuant to this paragraph (e) has been made and
                  (ii) the aggregate of any cash plus the fair market value (as
                  determined by the Board of Directors, whose determination
                  shall be conclusive and described in a Board Resolution filed
                  with the Trustee) of consideration payable in respect of any
                  tender offer by the Company or any of its Subsidiaries for all
                  or any portion of the Common Stock concluded within the 12
                  months preceding the date of payment of such distribution and
                  in respect of which no adjustment pursuant to paragraph (f)
                  of this Section 12.04 has been made, exceeds 12.5% of the
                  product of the current market price per share of the Common
                  Stock on the date for the determination of holders of Common
                  Stock entitled to receive such distribution times the number
                  of shares of Common Stock outstanding on such date, then, and
                  in each such case, immediately after the close of business on
                  such date for determination, the Conversion Rate shall be
                  increased so that the same shall equal the rate determined by
                  dividing the Conversion Rate in effect immediately prior to
                  the close of business on the date fixed for determination of
                  the shareholders entitled to receive such distribution by a
                  fraction (A) the numerator of which shall be equal to the
                  current market price per share (determined as provided in
                  paragraph (h) of this Section 12.04) of the Common Stock on
                  the date fixed for such determination less an amount equal to
                  the quotient of (x) the excess of such combined amount over
                  such 12.5% and (y) the number of shares of Common Stock
                  outstanding on such date for determination and (B) the
                  denominator of which shall be equal to the current market
                  price per share (determined as provided in paragraph (h) of
                  this Section 12.04) of the Common Stock on such date for
                  determination. If any dividend or distribution of the type
                  described in this Section 12.04(e) is declared but not so paid
                  or made, the Conversion Rate shall again be adjusted to the
                  Conversion Rate which would be in effect if such dividend or
                  distribution had not been declared.


<PAGE>


                                                                             98


                           (f) In case a tender or exchange offer made by the
                  Company or any Subsidiary for all or any portion of the Common
                  Stock shall expire and such tender or exchange offer (as
                  amended upon the expiration thereof) shall require the payment
                  to shareholders (based on the acceptance (up to any maximum
                  specified in the terms of the tender offer) of Purchased
                  Shares (as defined below)) of an aggregate consideration
                  having a fair market value (as determined by the Board of
                  Directors, whose determination shall be conclusive and
                  described in a Board Resolution filed with the Trustee) that
                  combined together with (i) the aggregate of the cash plus the
                  fair market value (as determined by the Board of Directors,
                  whose determination shall be conclusive and described in a
                  Board Resolution), as of the expiration of such tender or
                  exchange offer, of consideration payable in respect of any
                  other tender or exchange offer, by the Company or any
                  Subsidiary for all or any portion of the Common Stock expiring
                  within the 12 months preceding the expiration of such tender
                  or exchange offer and in respect of which no adjustment,
                  pursuant to this paragraph (f) has been made and (ii) the
                  aggregate amount of any distributions to all holders of Common
                  Stock made exclusively in cash within 12 months preceding the
                  expiration of such tender or exchange offer and in respect of
                  which no adjustment pursuant to paragraph (e) of this Section
                  12.04 has been made, exceeds 12.5% of the product of the
                  current market price per share of the Common Stock (determined
                  as provided in paragraph (h) of this Section 12.04) as of the
                  last time (the "Expiration Time") tenders or exchanges could
                  have been made pursuant to such tender or exchange offer (as
                  it may be



<PAGE>


                                                                             99

                  amended) times the number of shares of Common Stock
                  outstanding (including any tendered or exchanged shares) on
                  the Expiration Time, then, and in each such case, immediately
                  prior to the opening of business on the day after the date of
                  the Expiration Time, the Conversion Rate shall be adjusted so
                  that the same shall equal the rate determined by dividing the
                  Conversion Rate immediately prior to the close of business on
                  the date of the Expiration Time by a fraction (A) the
                  numerator of which shall be equal to (1) the product of (x)
                  the current market price per share of the Common Stock
                  (determined as provided in paragraph (h) of this Section
                  12.04) on the date of the Expiration Time and (y) the number
                  of shares of Common Stock outstanding (including any tendered
                  or exchanged shares) on the date of the Expiration Time less
                  (2) the amount of cash plus the fair market value (determined
                  as aforesaid) of the aggregate consideration payable to
                  shareholders based on the acceptance (up to any maximum
                  specified in the terms of the tender offer) of Purchased
                  Shares, and (B) the denominator of which shall be equal to the
                  product of (x) the current market price per share of the
                  Common Stock (determined as provided in paragraph (h) of this
                  Section 12.04) as of the Expiration Time and (y) the number of
                  shares of Common Stock outstanding (including any tendered or
                  exchanged shares) as of the Expiration Time less the number of
                  all shares validly tendered or exchanged and not withdrawn as
                  of the Expiration Time (the shares deemed so accepted up to
                  any such maximum, being referred to as the "Purchased
                  Shares"). In the event that the Company is obligated to
                  purchase shares pursuant to any such tender offer, but the
                  Company is permanently prevented by applicable law from
                  effecting any such purchases or all such purchases are
                  rescinded, the Conversion Price shall again be adjusted to be
                  the Conversion Price which would then be in effect if such
                  tender offer had not been made.

<PAGE>


                                                                            100

                           (g) The reclassification of Common Stock into
                  securities other than Common Stock (other than any
                  reclassification upon a consolidation or merger to which
                  Section 12.11 applies) shall be deemed to involve (i) a
                  distribution of such securities other than Common Stock to all
                  holders of Common Stock (and the effective date of such
                  reclassification shall be deemed to be "the date fixed for the
                  determination of shareholders entitled to receive such
                  distribution" and "the date fixed for such determination"
                  within the meaning of paragraph (c) of this Section 12.04),
                  and (ii) a subdivision or combination, as the case may be, of
                  the number of shares of Common Stock outstanding immediately
                  prior to such reclassification into the number of shares of
                  Common Stock outstanding immediately thereafter (and the
                  effective date of such reclassification shall be deemed to be
                  "the day upon which such subdivision becomes effective" or
                  "the day upon which such combination becomes effective," as
                  the case may be, and "the day upon which such subdivision or
                  combination becomes effective" within the meaning of paragraph
                  (c) of this Section 12.04).

                           (h) For the purpose of any computation under
                  paragraphs (b), (d), (e) or (f) of this Section 12.04, the
                  current market price per share of Common Stock on any date
                  shall be deemed to be the average of the daily Closing Prices
                  Per Share for the five consecutive Trading Days selected by
                  the Company commencing not more than 10 Trading Days before,
                  and ending not later than, the earlier of the day in question
                  and the day before the "ex" date with respect to the issuance
                  or distribution requiring such computation. For purposes of
                  this paragraph, the term "'ex' date", when used with respect
                  to any issuance or distribution, means the first date on which
                  the Common Stock trades regular way on the applicable
                  securities exchange or in the applicable securities market
                  without the right to receive such issuance or distribution.

                           (i) No adjustment in the Conversion Rate shall be
                  required unless such adjustment (plus any adjustments not
                  previously made by reason of this paragraph (i)) would require
                  an increase or decrease of at least one percent in such rate;
                  provided, however, that any adjustments which by reason of
                  this paragraph (i) are not required to be made shall be
                  carried forward and taken into account in any subsequent
                  adjustment. In the case of any adjustment deferred pursuant to
                  this paragraph (i), the Company shall make appropriate
                  elections under the Treasury Regulations promulgated pursuant
                  to Section 305 of the Code.


<PAGE>


                                                                            101


                           (j) The Company may make such increases in the
                  Conversion Rate, for the remaining term of the Securities or
                  any shorter term, in addition to those required by paragraphs
                  (a), (b), (c), (d), (e) and (f) of this Section 12.04, as it
                  considers to be advisable in order to avoid or diminish any
                  income tax to any holders of Common Stock resulting from any
                  dividend or distribution of stock or issuance of rights or
                  warrants to purchase or subscribe for stock or from any event
                  treated as such for United States Federal income tax purposes
                  or for any other reasons. The Company shall have the power to
                  resolve any ambiguity or correct any error in this paragraph
                  (j) and its actions in so doing shall be final and conclusive.

                           SECTION 12.05.  Notice of Adjustments of Conversion
Rate.  Whenever the Conversion Rate is adjusted as herein provided:

                           (a) the Company shall compute the adjusted Conversion
                  Rate in accordance with Section 12.04 and shall prepare a
                  certificate signed by the Treasurer of the Company setting
                  forth the adjusted Conversion Rate and showing in reasonable
                  detail the facts upon which such adjustment is based, and such
                  certificate shall forthwith promptly be filed with the Trustee
                  and with each Conversion Agent; and

                           (b) a notice stating that the Conversion Rate has
                  been adjusted and setting forth the adjusted Conversion Rate
                  shall forthwith be prepared, and as soon as practicable after
                  it is prepared, such notice shall be provided by the Company
                  to all Holders in accordance with Section 1.05.

         Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate, except to exhibit the same
to any Holder of Securities desiring inspection thereof at its office during
normal business hours.


<PAGE>


                                                                            102


                           SECTION 12.06.  Notice of Certain Corporate Action.
In case:


                           (a) the Company shall declare a dividend (or any
                  other distribution) on its Common Stock payable otherwise than
                  in cash out of funds from which such dividend or other
                  distribution is properly payable; or

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

                           (c) of any reclassification of the Common Stock of
                  the Company (other than a subdivision or combination of its
                  outstanding Common Stock), or of any consolidation, merger or
                  share exchange to which the Company is a party and for which
                  approval of any shareholders of the Company is required, or of
                  any tender offer by the Company or any Subsidiary for all or
                  any portion of the Common Stock, or of the conveyance,
                  transfer, sale or lease of all or substantially all of the
                  assets of the Company; or

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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.02, and shall
cause to be provided to all Holders in accordance with Section 1.05, at least 20
days (or 10 days in any case specified in clause (a) or (b) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights or warrants, or, if a record is not to be taken, the
effective date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are to be determined, or (y)
the date on which such reclassification, consolidation, merger, share exchange,
conveyance, transfer, sale, lease, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, share exchange, conveyance, transfer,
sale, lease, dissolution, liquidation or winding up. Neither the failure to give
such notice or the notice referred to in the following paragraph nor any defect
therein shall affect the legality or validity of the proceedings described in
clauses (a) through (d) of this Section 12.06. If at the time the Trustee shall
not be the Conversion Agent, a copy of such notice and any notice referred to in
the following paragraph shall also forthwith be filed by the Company with the
Trustee.


<PAGE>


                                                                            103


                  The Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of Securities pursuant to Section
10.02, and shall cause to be provided to all Holders in accordance with Section
1.05, notice of any tender offer by the Company or any Subsidiary for all or any
portion of the Common Stock at or about the time that such notice of tender
offer is provided to the public generally.

                  SECTION 12.07. Company To Reserve Common Stock. The Company
shall at all times while any Securities are Outstanding reserve and keep
available, free from preemptive rights, out of its authorized but previously
unissued Common Stock, for the purpose of effecting the conversion of
Securities, the full number of shares of Common Stock then issuable upon the
conversion of all such Outstanding Securities.

                  SECTION 12.08. Taxes on Conversions. Except as provided in the
next sentence, the Company will pay any and all transfer, stamp, documentary and
other similar taxes and duties that may be payable in respect of the issue or
delivery of Common Stock on conversion of Securities pursuant hereto. A Holder
delivering a Security for conversion will be required to pay any tax or duty
which may be payable in respect of any transfer involved in the issue and
delivery of Common Stock in a name other than that of the Holder of the Security
or Securities to be converted, and no such issue or delivery shall be made
unless and until the Person requesting such issue has paid to the Company the
amount of any such tax or duty or has established to the satisfaction of the
Company that such tax or duty has been paid.


<PAGE>


                                                                            104



                  SECTION 12.09. Covenant as to Common Stock. The Company
covenants that all shares of Common Stock which may be delivered upon conversion
of Securities will be validly issued shares and upon such delivery, will have
been fully paid and nonassessable and, except as provided in Section 12.08, the
Company will pay all taxes, liens and charges with respect to the issue thereof.

                  SECTION 12.10. Cancelation of Converted Securities. All
Securities delivered for conversion shall be delivered to the Trustee to be
canceled by or at the direction of the Trustee, which shall dispose of the same
as provided in Section 3.09.

                  SECTION 12.11. Provision in Case of Consolidation, Merger or
Conveyance of Assets. In case of any consolidation of the Company with, or
merger of the Company into or with any other Person, or in case of any sale or
transfer of all or substantially all of the assets of the Company, the Company
or the Person formed by such consolidation or the Person into which the Company
shall have been merged or the Person which shall have acquired such assets, as
the case may be, shall execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security then outstanding of any
series that is convertible into Common Stock of the Company shall have the
right, which right shall be the exclusive conversion right thereafter available
to said Holder (until the expiration of the conversion right of such Security),
to convert such Security into the kind and amount of shares of stock or other
securities or property (including cash), if any, receivable upon such
consolidation, merger or sale or transfer by a holder of the number of shares of
Common Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, sale or transfer assuming such
holder of Common Stock did not exercise his or her rights of election, if any,
as to the kind or amount of shares of stock or other securities, cash or
property receivable upon such consolidation, merger, sale or transfer (provided
that, if the kind or amount of shares of stock or other securities, cash or
property receivable upon such consolidation, merger, share exchange, sale or
conveyance is not the same for each share of Common Stock in respect of which
such rights of election have not been exercised (a "Non-electing Share"), then,



<PAGE>


                                                                            105

for the purposes of this Section 12.11, the kind and amount of shares of stock
or other securities, cash or property receivable upon such consolidation,
merger, sale or transfer for each Non-electing Share shall be deemed to be the
kind and amount so receivable per share by a plurality of the Non-electing
Shares), subject to compliance with the other provisions of this Indenture, such
Security and such supplemental indenture. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in such Security. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers. It is expressly agreed and understood that anything
in this Indenture to the contrary notwithstanding, if, pursuant to such merger,
consolidation, sale or transfer, holders of outstanding shares of Common Stock
of the Company do not receive shares of common stock of the surviving
corporation but receive other securities, cash or other property or any
combination thereof, Holders of Securities shall not have the right to
thereafter convert their Securities into common stock of the surviving
corporation or the corporation which shall have acquired such assets, but
rather, shall have the right upon such conversion to receive the other
securities, cash or other property receivable by a holder of the number of
shares of Common Stock of the Company into which the Securities held by such
holder might have been converted immediately prior to such consolidation,
merger, sale or transfer, all as more fully provided in the first sentence of
this Section 12.11. Anything in this Section 12.11 to the contrary
notwithstanding, the provisions of this Section 12.11 shall not apply to a
merger or consolidation of another corporation with or into the Company pursuant
to which both of the following conditions are applicable: (i) the Company is the
surviving corporation and (ii) the outstanding shares of Common Stock of the
Company are not changed or converted into any other securities or property
(including cash) or changed in number or character or reclassified pursuant to
the terms of such merger or consolidation.

                  As evidence of the kind and amount of shares of stock or other
securities or property (including cash) into which Securities may properly be
convertible after any such consolidation, merger or sale, or as to the
appropriate adjustments of the conversion prices applicable with respect
thereto, the Trustee shall be furnished with and may accept the certificate or
opinion of an independent certified public accountant with respect thereto; and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely thereon, and shall not be responsible or accountable to any
Holder of Securities for any provision in conformity therewith or approved by
such independent certified accountant which may be contained in said
supplemental indenture.



<PAGE>


                                                                            106


                  SECTION 12.12. Responsibility of Trustee for Conversion
Provisions. The Trustee, subject to the provisions of Section 6.01, and any
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Securities to determine whether any facts exist which may require
any adjustment of the Conversion Rate, or with respect to the nature, extent or
amount of any such adjustment when made, or with respect to the method employed,
or herein or in any supplemental indenture provided to be employed, in making
the same, or whether a supplemental indenture need be entered into. Neither the
Trustee, subject to the provisions of Section 6.01, nor any Conversion Agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any Common Stock, or of any other securities or property or cash,
which may at any time be issued or delivered upon the conversion of any
Security; and it or they do not make any representation with respect thereto.
Neither the Trustee nor any Conversion Agent shall be responsible for any
failure of the Company to make any cash payment or to issue, transfer or deliver
any Common Stock or share certificates or other securities or property or cash
upon the surrender of any Security for the purpose of conversion; and the
Trustee and any Conversion Agent shall not be responsible for any failure of the
Company to comply with any of the covenants of the Company contained in this
Article.

                  SECTION 12.13. Repayment of Certain Funds Upon Conversion. Any
funds which at any time shall have been deposited by the Company or on its
behalf with the Trustee or any other paying agent for the purpose of paying the
principal of, and premium, if any, and interest, if any, on any of the
Securities and which shall not be required for such purposes because of the
conversion of such Securities as provided in this Article XII shall after such
conversion be repaid to the Company by the Trustee upon the Company's written
request.

                  SECTION 12.14. Restriction on Common Stock Issuable Upon
Conversion. (a) Shares of Common Stock to be issued upon conversion of
Securities prior to the effectiveness of a Shelf Registration Statement shall be
physically delivered in certificated form or in the form of beneficial interests
in book-entry Common Stock registered in the name of the Depositary or nominee
thereof to the holders converting such Securities, and the certificate or
certificates representing such shares of Common Stock shall bear the Restricted
Common Stock Legend unless removed in accordance with Section 12.14(c).


<PAGE>


                                                                            107


                  (b) If (i) shares of Common Stock to be issued upon conversion
of a Security prior to the effectiveness of a Shelf Registration Statement are
to be registered in a name other than that of the holder of such Security or
(ii) shares of Common Stock represented by a certificate bearing the Restricted
Common Stock Legend are transferred subsequently by such holder, then, unless
the Shelf Registration Statement has become effective and such shares are being
transferred pursuant to the Shelf Registration Statement, the holder must
deliver to the transfer agent for the Common Stock a written representation in
substantially the form of Item (4) contained in Annex B as to compliance with
the restrictions on transfer applicable to such shares of Common Stock, and
neither the transfer agent nor the registrar for the Common Stock shall be
required to register any transfer of such Common Stock not so accompanied by a
properly completed certificate.

                  (c) Except in connection with a Shelf Registration Statement,
if certificates representing shares of Common Stock are issued upon the
registration of transfer, exchange or replacement of any other certificate
representing shares of Common Stock bearing the Restricted Common Stock Legend,
or if a request is made to remove such Restricted Common Stock Legend from
certificates representing shares of Common Stock, the certificates so issued
shall bear the Restricted Common Stock Legend, or the Restricted Common Stock
Legend shall not be removed, as the case may be, unless there is delivered to
the Company such satisfactory evidence, which, in the case of a transfer made
pursuant to Rule 144 under the Securities Act, may include an opinion of counsel
as may be reasonably required by the Company, that neither the legend nor the
restrictions on transfer set forth therein are required to ensure that transfers
thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act or that such shares of Common Stock are securities that are
not "restricted" within the meaning of Rule 144 under the Securities Act. Upon
provision to the Company of such reasonably satisfactory evidence, the Company
shall cause the transfer agent for the Common Stock to countersign and deliver
certificates representing shares of Common Stock that do not bear the legend.


<PAGE>


                                                                            108



                                  ARTICLE XIII

                  Repurchase of Securities at the Option of the
                         Holder upon a Change in Control

                  SECTION 13.01. Right to Require Repurchase. In the event that
a Change in Control (as hereinafter defined) shall occur, then each Holder shall
have the right, at the Holder's option, to require the Company to repurchase,
and upon the exercise of such right the Company shall repurchase, all of such
Holder's Securities, or any portion of the principal amount thereof that is
equal to U.S. $1,000 or any integral multiple of U.S. $1,000 in excess thereof,
on the date (the "Repurchase Date") that is 45 days after the date of the
Company Notice (as defined in Section 14.02) at a purchase price equal to 100%
of the principal amount of the Securities to be repurchased (the "Repurchase
Price") plus interest and Liquidated Damages, if any, accrued to the Repurchase
Date; provided, however, that installments of interest on Securities whose
Stated Maturity is on or prior to the Repurchase Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such on the relevant Record Date according to their terms and the provisions of
Section 3.07. Such right to require the repurchase of the Securities shall not
continue after a discharge of the Company from its obligations with respect to
the Securities in accordance with Article IV, unless a Change in Control shall
have occurred prior to such discharge. Whenever in this Indenture there is a
reference, in any context, to the principal of any Security as of any time, such
reference shall be deemed to include reference to the Repurchase Price payable
in respect of such Security to the extent that such Repurchase Price is, was or
would be so payable at such time, and express mention of the Repurchase Price in
any provision of this Indenture shall not be construed as excluding the
Repurchase Price in those provisions of this Indenture when such express mention
is not made.

                  SECTION 13.02. Notices; Method of Exercising Repurchase Right,
Etc. (a) Unless the Company shall have theretofore called for redemption all of
the Outstanding Securities, on or before the 30th day after the occurrence of a
Change in Control, the Company or, at the request and expense of the Company,
the Trustee, shall give to all Holders of Securities, in the manner provided in
Section 1.05, notice (the "Company Notice") of the occurrence of the Change in
Control and of the repurchase right set forth herein arising as a result
thereof. The Company shall also deliver a copy of such notice of a repurchase
right to the Trustee.


<PAGE>


                                                                            109


                  Each notice of a repurchase right shall state:

                           (i) the Repurchase Date,

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

                           (iii) the Repurchase Price,

                           (iv) a description of the procedure which a Holder
                  must follow to exercise a repurchase right, and the place or
                  places where such Securities are to be surrendered for payment
                  of the Repurchase Price and accrued interest, if any,

                           (v) that on the Repurchase Date the Repurchase Price,
                  and accrued interest and Liquidated Damages, if any, will
                  become due and payable upon each such Security designated by
                  the Holder to be repurchased, and that interest thereon shall
                  cease to accrue on and after said date,

                           (vi) the Conversion Rate then in effect, the date on
                  which the right to convert the principal amount of the
                  Securities to be repurchased will terminate and the place or
                  places where such Securities may be surrendered for
                  conversion, and

                           (vii) the place or places that the certificate
                  required by Section 2.03 shall be delivered, and the form of
                  such certificate.

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



<PAGE>


                                                                            110

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

                  (b) To exercise a repurchase right, a Holder shall deliver to
the Trustee or any Paying Agent on or before the 30th day after the date of the
Company Notice (i) written notice of the Holder's exercise of such right, which
notice shall set forth the name of the Holder, the principal amount of the
Securities to be repurchased (and, if any Security is to repurchased in part,
the serial number thereof, the portion of the principal amount thereof to be
repurchased and the name of the Person in which the portion thereof to remain
Outstanding after such repurchase is to be registered) and a statement that an
election to exercise the repurchase right is being made thereby, and (ii) the
Securities with respect to which the repurchase right is being exercised. Such
written notice shall be irrevocable, except that the right of the Holder to
convert the Securities with respect to which the repurchase right is being
exercised shall continue until the close of business on the Repurchase Date.

                  (c) In the event a repurchase right shall be exercised in
accordance with the terms hereof, the Company shall pay or cause to be paid to
the Trustee or the Paying Agent the Repurchase Price in cash for payment to the
Holder on the Repurchase Date together with accrued and unpaid interest and
Liquidated Damages, if any, to the Repurchase Date payable with respect to the
Securities as to which the purchase right has been exercised; provided, however,
that installments of interest that mature on or prior to the Repurchase Date
shall be payable in cash, in the case of Securities, to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date, in each case according to
the terms and provisions of Article III.

                  (d) If any Security (or portion thereof) surrendered for
repurchase shall not be so paid on the Repurchase Date, the principal amount of
such Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate of 4.75% per annum, and each Security shall remain convertible into
Common Stock until the principal of such Security (or portion thereof, as the
case may be) shall have been paid or duly provided for.



<PAGE>


                                                                            111

                  (e) Any Security which is to be repurchased only in part shall
be surrendered to the Trustee (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

                  SECTION 13.03.  Certain Definitions.  For purposes of this
Article XIII:

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

                  (b) a "Change in Control" shall be deemed to have occurred at
         the time, after the original issuance of the Securities, of:

                           (i) the acquisition by any Person of beneficial
                  ownership, directly or indirectly, through a purchase, merger
                  or other acquisition transaction or series of transactions, of
                  shares of capital stock of the Company entitling such Person
                  to exercise 50% or more of the total voting power of all
                  shares of capital stock of the Company entitled to vote
                  generally in the elections of directors (any shares of voting
                  stock of which such person or group is the beneficial owner
                  that are not then outstanding being deemed outstanding for
                  purposes of calculating such percentage);


<PAGE>


                                                                            112

                           (ii) any consolidation of the Company with, or merger
                  of the Company into, any other Person, any merger of another
                  Person into the Company, or any sale, transfer or lease of all
                  or substantially all of the assets of the Company to another
                  Person (other than (a) any such transaction (x) which does not
                  result in any reclassification, conversion, exchange or
                  cancelation of outstanding Common Stock and (y) pursuant to
                  which holders of 50% or more of the total voting power of all
                  shares of capital stock of the Company entitled to vote
                  generally in elections of directors immediately prior to such
                  transaction have the entitlement to exercise, directly or
                  indirectly, 50% or more of the total voting power of all
                  shares of capital stock entitled to vote generally in the
                  election of directors of the continuing or surviving person
                  immediately after such transaction or (b) any such transaction
                  which is effected solely to change the jurisdiction of
                  incorporation of the Company and results in a
                  reclassification, conversion or exchange of outstanding shares
                  of Common Stock into solely shares of common stock); or

                           (iii) the Common Stock (a) ceases to be listed,
                  traded or quoted (or admitted for such a purpose) on a
                  national securities exchange, the Nasdaq National Market, any
                  other quotation system or over-the-counter market or (b)
                  ceases to be registered under the Securities Exchange Act of
                  1934;

         provided, however, that a Change in Control shall not be deemed to have
         occurred if either (x) the Current Market Price of the Common Stock for
         any five Trading Days within the period of 10 consecutive Trading Days
         ending immediately after the later of the date of the Change in Control
         or the date of the public announcement of the Change in Control (in the
         case of a Change in Control under clause (i) above) or the period of 10
         consecutive Trading Days ending immediately prior to the date of the
         Change in Control (in the case of a Change in Control under clause (ii)
         above) shall equal or exceed 105% of the Conversion Price in effect on
         such trading day or (y) all of the consideration (excluding cash
         payments for fractional shares) to be paid for the Common Stock in a
         transaction or transactions constituting the Change in Control as
         described in clause (ii) above consists of shares of common stock
         traded on a national securities exchange or quoted on the Nasdaq
         National Market and as a result of such transaction or transactions the
         Securities become convertible solely into such common stock; and



<PAGE>


                                                                            113

                  (c) the term "Person" shall include any syndicate or group
         which would be deemed to be a "person" under Section 13(d)(3) of the
         Exchange Act, as in effect on the date of the original execution of
         this Indenture.

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


<PAGE>


                                                                            114




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

                                             RITE AID CORPORATION,

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




  Attest:


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


                                               BNY MIDWEST TRUST COMPANY,
                                               not in its individual
                                               capacity but solely as
                                               Trustee,

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



<PAGE>



                                                                       ANNEX A




                            FORM OF CONVERSION NOTICE

               [Notice pursuant to Section 12.02 of the Indenture]





Computershare Investor ervices, LLC, as
Conversion Agent
Two North LaSalle Street
Chicago, Illinois 60062
Attn: Kathy Durava


                        Re Rite Aid Corporation
                           4.75% Convertible Notes
                           due December 1, 2006 (the "Securities")

                  Reference is hereby made to the Indenture, dated as of
November 19, 2001 (the "Indenture"), between Rite Aid Corporation, as Issuer,
and BNY Midwest Trust Company, as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.


                  This letter relates to the Securities specified below, which
are registered in the name of the undersigned (the "Holder"). The Holder hereby
irrevocably exercises its right to convert such Securities, or the portion
thereof, if any, specified below, into Common Stock and, except to the extent
specified or required as described below, directs that certificates representing
such Common Stock, together with any check in payment for a fractional share and
any Security representing any unconverted principal amount, be issued and
delivered through the facilities of the Depositary, for credit to the account(s)
of the Person(s) indicated below.

                  The Holder acknowledges and agrees that no Common Stock will
be delivered upon conversion of the specified Securities during the
Non-Conversion Period and no Common Stock will be delivered on conversion until
any amount payable by the Holder on account of interest is paid, any
certificates evidencing specified Securities not held in book-entry form are
duly endorsed or assigned to the Company or in blank and surrendered and any
taxes or other charges or documents required in connection with a transfer on
conversion, and any other required items, are delivered to the Conversion Agent.


<PAGE>


                                                                              2

                  The Holder acknowledges and agrees that, notwithstanding this
request for conversion, the Company may require that the Common Stock delivered
on conversion of the specified Securities be delivered in certificated form
subject to a restrictive legend, or that additional certifications be delivered
on behalf of the relevant beneficial owner(s), if it determines that doing so is
necessary to comply with the requirements of the Securities Act or otherwise, as
provided in the Indenture.

                  Conversion of the specified Securities is subject to the
requirements established by the Company as well as to the procedures of the
Depositary, all as in effect from time to time. The specified Securities will be
deemed to have been converted as of the close of business on the first day on
which this conversion notice and all other required items have been delivered to
the Conversion Agent as provided above and, upon such conversion, shall cease to
accrue interest or be Outstanding (subject to the Holder's right to receive the
Conversion Securities as provided in the Indenture). Prior to such conversion,
the Holder will have no rights in the Conversion Securities.

                  Please provide the information requested below, as applicable.


1.       PLEASE SPECIFY THE SECURITIES HELD AND THE PORTION
         THEREOF TO BE CONVERTED:

         Principal amount held:  U.S. $
                                       ----------------------------------------
         CUSIP number(s):
                          -----------------------------------------------------
         Depositary (DTC) account where held:
                                              ---------------------------------
         Principal amount being converted (if less than all):
                  U.S. $
                        --------------------------------------------


2.       UNLESS AND TO THE EXTENT OTHERWISE SPECIFIED BELOW, all Securities
         (together with any unconverted Securities) will be delivered in
         book-entry form to the DTC account specified in Item 1 above.


3.       IF OTHER ARRANGEMENTS ARE DESIRED, please (a) specify the type, number
         and form of securities to be delivered on conversion and the name(s) of
         the account holder(s) or registered owner(s), by checking the
         appropriate boxes and providing the information requested and (b)
         complete Item (4) below:


<PAGE>


                                                                              3



         / /      Common Stock


                  / /  Book-Entry


                       Number of shares of Common Stock:_______________________

                       DTC Account:____________________________________________


                  / /  Certificates


                       Number of shares of Common Stock:_______________________

                       Registered Owner:_______________________________________

         / /      Unconverted Securities


                  / /  Certificates

                       Principal Amount:  U.S. $______________________________*

                       Registered Owner:_______________________________________


                  / /  Book-Entry

                       Principal Amount:  U.S. $_______________________________

                       DTC Account:____________________________________________


4.       [TO BE COMPLETED ONLY IF UNCONVERTED SECURITIES OR SHARES OF COMMON
         STOCK ARE TO BE ISSUED OTHER THAN TO THE HOLDER PURSUANT TO ITEM (3)
         ABOVE.] The

--------------------
*  Aggregate principal amount of each certificate must equal U.S. $1,000 or any
   amount in excess thereof in integral multiples of U.S. $1,000.


<PAGE>


                                                                             4

         undersigned confirms that such unconverted Securities or shares of
         Common Stock are being transferred:

         CHECK ONE BOX BELOW

         (a)  / /  to the Company; or

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

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

         (d) / /  pursuant to an exemption from registration under the
         Securities Act of 1933 provided by Rule 144 thereunder.


         Unless one of the boxes is checked, the transfer agent will refuse to
         register any of the Common Stock evidenced by this certificate in the
         name of any person other than the registered holder thereof; provided,
         however, that if box (c) or (d) is checked, the transfer agent may
         require, prior to registering any such transfer of the Common Stock
         such certifications and other information, and if box (d) is checked
         such legal opinions, as the Company has reasonably requested in
         writing, by delivery to the transfer agent of a standing letter of
         instruction, to confirm that such transfer is being made pursuant to an
         exemption from, or in a transaction not subject to, the registration
         requirements of the Securities Act of 1933.

                  Please sign and date this notice in the space provided below.

DATE:
                                            -----------------------------------
                                                       Name of Holder


                                            -----------------------------------
                                                   Signature(s) of Holder
                                                   Title(s):

                                            (If the Holder is a corporation,
                                            partnership or fiduciary, the title
                                            of the Person signing on behalf of
                                            the Holder must be stated.)


<PAGE>


                                                                              5

Notice: Signature(s) must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Trustee, which requirements will include
membership or participation in the Securities Transfer Agents Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange Medallion Signature Program (MSP) or such other "signature guarantee
program" as may be determined by the Trustee in addition to, or in substitution
for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934.


-----------------------------------
     Signature Guarantee



<PAGE>



                                                                        ANNEX B

                     FORM OF RESTRICTED COMMON STOCK LEGEND

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE
ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT
WAS AN "AFFILIATE" (WITHIN THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (3) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (4)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT OR (5) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER OR
(2) NOT A U.S. PERSON AND IS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR
AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2) OF RULE 902 UNDER)
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY EXCEPT AS PERMITTED BY THE SECURITIES ACT."

Restricted Common Stock CUSIP:  767754 20 3