<PAGE>


                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY





                                 SUPERVALU INC.

                          Liquid Yield Option(TM) Notes

                                    due 2031

                              (Zero Coupon--Senior)

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

                                    INDENTURE

                          Dated as of November 2, 2001

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

                            THE CHASE MANHATTAN BANK

                                     TRUSTEE

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





















(TM)Merrill Lynch & Co., Inc.



<PAGE>


                             CROSS REFERENCE TABLE*

TIA Section .......................................   Indenture Section
310(a)(1) .........................................         7.10
     (a)(2) .......................................         7.10
     (a)(3) .......................................         N.A.
     (a)(4) .......................................         N.A.
     (b) ..........................................         7.10
     (c) ..........................................         N.A.
311(a) ............................................         7.11
     (b) ..........................................         7.11
     (c) ..........................................         N.A.
312(a) ............................................         2.05
     (b) ..........................................         13.03
     (c) ..........................................         13.03
313(a) ............................................         7.06
     (b) ..........................................         7.06
     (c) ..........................................         7.06
     (d) ..........................................         7.06
314(a) ............................................         4.02
     (b) ..........................................         N.A.
     (c) ..........................................         13.04
     (d) ..........................................         N.A.
     (e) ..........................................         13.05
     (f) ..........................................         N.A.
315(a) ............................................         7.01
     (b) ..........................................         7.05
     (c) ..........................................         7.01
     (d) ..........................................         7.01
     (e) ..........................................         6.11
316(a)(1)(A) ......................................         6.05
     (a)(1)(B) ....................................         6.04
     (a)(2) .......................................         N.A.
     (b) ..........................................         6.07
317(a)(1) .........................................         6.08
     (a)(2) .......................................         6.09
     (b) ..........................................         2.04
318(a) ............................................         13.01
                           N.A. means Not Applicable.

--------
*  Note: This Cross Reference Table shall not, for any purpose, be deemed
   to be part of the Indenture.


<PAGE>

                               TABLE OF CONTENTS*

                                                                            Page

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01   Definitions .................................................. 1
Section 1.02   Other Definitions ............................................ 5
Section 1.03   Incorporation by Reference of Trust Indenture Act ............ 6
Section 1.04   Rules of Construction ........................................ 6
Section 1.05   Acts of Holders .............................................. 7

                                   ARTICLE 2
                                 THE SECURITIES

Section 2.01   Form and Dating .............................................. 8
Section 2.02   Execution and Authentication ................................. 9
Section 2.03   Registrar, Paying Agent, Conversion Agent, Bid
                 Solicitation Agent and Rate  Solicitation Agent ............10
Section 2.04   Paying Agent to Hold Money and Securities in Trust ...........10
Section 2.05   Securityholder Lists .........................................11
Section 2.06   Transfer and Exchange ........................................11
Section 2.07   Replacement Securities .......................................12
Section 2.08   Outstanding Securities; Determinations of Holders' Action ....13
Section 2.09   Temporary Securities .........................................14
Section 2.10   Cancellation .................................................14
Section 2.11   Persons Deemed Owners ........................................14
Section 2.12   Global Securities. ...........................................15
Section 2.13   CUSIP Numbers ................................................17

                                   ARTICLE 3
                            REDEMPTION AND PURCHASES

Section 3.01   Right to Redeem; Notices to Trustee ..........................17
Section 3.02   Selection of Securities to Be Redeemed .......................17
Section 3.03   Notice of Redemption 18 Section 3.04 Effect of Notice of
                 Redemption .................................................19
Section 3.05   Deposit of Redemption Price ..................................19
Section 3.06   Securities Redeemed in Part ..................................19

--------
*  Note: This Table of Contents shall not, for any purpose, be deemed to
   be part of the Indenture.

                                       i

<PAGE>

Section 3.07   Conversion Arrangement on Call for Redemption ................19
Section 3.08   Purchase of Securities at Option of the Holder ...............20
Section 3.09   Purchase of Securities at Option of the Holder upon Change
                 in Control .................................................26
Section 3.10   Effect of Purchase Notice or Change in Control Purchase
                 Notice .....................................................29
Section 3.11   Deposit of Purchase Price or Change in Control Purchase
                 Price ......................................................30
Section 3.12   Securities Purchased in Part .................................30
Section 3.13   Covenant to Comply with Securities Laws upon Purchase
                 of Securities ..............................................30
Section 3.14   Repayment to the Company .....................................31

                                   ARTICLE 4
                                   COVENANTS

Section 4.01   Payment of Securities ........................................31
Section 4.02   SEC and Other Reports ........................................32
Section 4.03   Compliance Certificate .......................................32
Section 4.04   Further Instruments and Acts .................................32
Section 4.05   Maintenance of Office or Agency ..............................32
Section 4.06   Delivery of Certain Information ..............................33
Section 4.07   Tax Matters ..................................................33

                                   ARTICLE 5
                             SUCCESSOR CORPORATION

Section 5.01   When Company May Merge or Transfer Assets ....................34

                                   ARTICLE 6
                             DEFAULTS AND REMEDIES

Section 6.01   Events of Default ............................................35
Section 6.02   Acceleration .................................................36
Section 6.03   Other Remedies ...............................................37
Section 6.04   Waiver of Past Defaults ......................................37
Section 6.05   Control by Majority ..........................................37
Section 6.06   Limitation on Suits ..........................................38
Section 6.07   Rights of Holders to Receive Payment .........................38
Section 6.08   Collection Suit by Trustee ...................................38
Section 6.09   Trustee May File Proofs of Claim .............................38
Section 6.10   Priorities ...................................................39
Section 6.11   Undertaking for Costs ........................................39
Section 6.12   Waiver of Stay, Extension or Usury Laws ......................40

                                   ARTICLE 7
                                    TRUSTEE

Section 7.01   Duties of Trustee ............................................40
Section 7.02   Rights of Trustee ............................................41
Section 7.03   Individual Rights of Trustee .................................43

                                       ii

<PAGE>

Section 7.04   Trustee's Disclaimer .........................................43
Section 7.05   Notice of Defaults ...........................................43
Section 7.06   Reports by Trustee to Holders ................................43
Section 7.07   Compensation and Indemnity ...................................43
Section 7.08   Replacement of Trustee .......................................44
Section 7.09   Successor Trustee by Merger ..................................45
Section 7.10   Eligibility; Disqualification ................................45
Section 7.11   Preferential Collection of Claims Against Company ............45

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

Section 8.01   Discharge of Liability on Securities .........................45
Section 8.02   Repayment to the Company .....................................45

                                   ARTICLE 9
                                   AMENDMENTS

Section 9.01   Without Consent of Holders ...................................46
Section 9.02   With Consent of Holders ......................................46
Section 9.03   Compliance with Trust Indenture Act ..........................47
Section 9.04   Revocation and Effect of Consents, Waivers and Actions .......47
Section 9.05   Notation on or Exchange of Securities ........................47
Section 9.06   Trustee to Sign Supplemental Indentures ......................48
Section 9.07   Effect of Supplemental Indentures ............................48

                                   ARTICLE 10
                                   CONVERSION

Section 10.01  Conversion Privilege .........................................48
Section 10.02  Conversion Procedure .........................................49
Section 10.03  Fractional Shares ............................................50
Section 10.04  Taxes on Conversion ..........................................50
Section 10.05  Company to Provide Stock .....................................51
Section 10.06  Adjustment for Change in Capital Stock .......................51
Section 10.07  Adjustment for Rights Issue ..................................52
Section 10.08  Adjustment for Other Distributions ...........................53
Section 10.09  When Adjustment May Be Deferred ..............................55
Section 10.10  When No Adjustment Required ..................................56
Section 10.11  Notice of Adjustment .........................................56
Section 10.12  Voluntary Increase ...........................................56
Section 10.13  Notice of Certain Transactions ...............................57
Section 10.14  Reorganization of Company; Special Distributions .............57
Section 10.15  Company Determination Final ..................................58
Section 10.16  Trustee's Adjustment Disclaimer ..............................58
Section 10.17  Simultaneous Adjustments .....................................58
Section 10.18  Successive Adjustments .......................................58

                                       iii

<PAGE>

Section 10.19  Rights Issued in Respect of Common Stock Issued Upon
                 Conversion .................................................58

                                   ARTICLE 11
                              PAYMENT OF INTEREST

Section 11.01  Interest Payments ............................................58
Section 11.02  Defaulted Interest ...........................................59
Section 11.03  Interest Rights Preserved ....................................60

                                   ARTICLE 12
                            CONTINGENT CASH INTEREST

Section 12.01  Contingent Cash Interest .....................................60
Section 12.02  Payment of Contingent Cash Interest; Contingent Cash
                 Interest Rights Preserved ..................................61
Section 12.03  Bid Solicitation Agent .......................................62

                                   ARTICLE 13
                                 MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls .................................62
Section 13.02  Notices ......................................................62
Section 13.03  Communication by Holders with Other Holders ..................63
Section 13.04  Certificate and Opinion as to Conditions Precedent ...........63
Section 13.05  Statements Required in Certificate or Opinion ................63
Section 13.06  Separability Clause ..........................................64
Section 13.07  Rules by Trustee, Paying Agent, Conversion Agent
                 and Registrar ..............................................64
Section 13.08  Calculations .................................................64
Section 13.09  Legal Holidays ...............................................64
Section 13.10  GOVERNING LAW ................................................64
Section 13.11  No Recourse Against Others ...................................64
Section 13.12  Successors ...................................................64
Section 13.13  Multiple Originals ...........................................64

                                       iv

<PAGE>

         INDENTURE dated as of November 2, 2001 between SUPERVALU INC., a
Delaware corporation ("Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation ("Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Liquid Yield
Option(TM) Notes due 2031 (Zero Coupon-Senior) (each a "Security" and,
collectively, the "Securities"):

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.01 Definitions.

         "144A Global Security" means a permanent Global Security in the form of
the Security attached hereto as Exhibit A-1, and that is deposited with and
registered in the name of the Depositary, representing Securities sold in
reliance on Rule 144A.

         "Accrued Original Issue Discount" of any Security represents the
accrued portion of Original Issue Discount.

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

         "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 Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

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

         "Business Day" means each day of the year other than a Saturday or a
Sunday or other day on which banking institutions in The City of New York are
required or authorized to close.

         "Capital Stock" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock or other equity issued
by that corporation.

         "Cash" or "cash" means such coin or currency of The United States of
America as at any time of payment is legal tender for the payment of public and
private debts.

<PAGE>

         "Common Stock" means the shares of Common Stock, par value $1.00 per
share, as it exists on the date of this Indenture of the Company or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.

         "Company" means the party named as the "Company" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

         "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by any two Officers.

         "Contingent Cash Interest" means such cash interest payable as
described in Section 12.01.

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 450 West 33rd Street, 15th Floor, New
York, New York 10001, Attention: Institutional Trust Services, or such other
address as the Trustee may designate from time to time by notice to the Company,
or the principal corporate trust office of any successor Trustee (or such other
address as a successor Trustee may designate from time to time by notice to the
Company).

         "Debt" means with respect to the Company at any date, without
duplication, obligations (other than nonrecourse obligations) for borrowed money
or evidenced by bonds, debentures, notes or similar instruments.

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Exchange Act" means the Exchange Act of 1934, as amended from time to
time.

         "Global Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-1, and to the extent that such
Securities are required to bear the Legend required by Section 2.06, such
Securities will be in the form of a 144A Global Security.

         "Holder" or "Securityholder" means a person in whose name a Security is
registered on the Registrar's books.

         "Indenture" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof, including the provisions of the TIA
that are deemed to be a part hereof.

         "Issue Date" of any Security means the date on which the Security was
originally issued or deemed issued as set forth on the face of the Security.

         "Issue Price" of any Security means, in connection with the original
issuance of such Security, the initial issue price at which the Security is sold
as set forth on the face of the Security.


                                       2

<PAGE>

         "Officer" means the Chairman of the Board, the Vice Chairman, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Secretary or any Assistant
Treasurer or Assistant Secretary of the Company.

         "Officers' Certificate" means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee, except that an
Officers' Certificate given pursuant to Section 3.08 shall be signed by the
principal executive, financial or accounting Officer of the Company and need not
contain the information specified in Sections 13.04 and 13.05.

         "Opinion of Counsel" means a written opinion containing the information
specified in Sections 13.04 and 13.05, from legal counsel who is acceptable to
the Trustee. The counsel may be an employee of, or counsel to, the Company or
the Trustee.

         "Original Issue Discount" of any Security means the amount that accrues
in respect of such Security daily at a rate of 4.50% per year on the Issue Price
plus any previously accrued amounts beginning on the Issue Date. Original Issue
Discount will be calculated on a semi-annual bond equivalent basis, using a
360-day year comprised of twelve 30-day months.

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

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

         "Redemption Date" or "redemption date" means the date specified for
redemption of the Securities in accordance with the terms of the Securities and
this Indenture.

         "Redemption Price" or "redemption price" has the meaning set forth in
paragraph 6 of the Securities.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the corporate trust department of the Trustee, including any vice
president, assistant vice president, assistant secretary, trust officer or any
other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person's
knowledge of and familiarity with the particular subject and who, in each case,
shall have direct responsibility for the administration of this Indenture.

         "Restricted Security" means a Security required to bear the restrictive
Legend set forth in the form of Securities set forth in Exhibit A-1 of this
Indenture.

         "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.


                                       3

<PAGE>

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

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's Liquid Yield Option(TM) Notes
due 2031 (Zero Coupon-Senior), as amended or supplemented from time to time,
issued under this Indenture.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Securityholder" or "Holder" means a person in whose name a Security is
registered on the Registrar's books.

         "Significant Subsidiary" has the meaning set forth in Rule 1-02 of
Regulation S-X under the Securities Act, as such rule is in effect on the date
hereof.

         "Special Record Date" means for the payment of any Defaulted Interest,
the date fixed by the Trustee pursuant to Section 11.02.

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

         "Subsidiary" means (i) a corporation, a majority of whose Capital Stock
with voting power, under ordinary circumstances, to elect directors is, at the
date of determination, directly or indirectly owned by the Company, by one or
more Subsidiaries of the Company or by the Company and one or more Subsidiaries
of the Company, (ii) a partnership in which the Company or a Subsidiary of the
Company holds a majority interest in the equity capital or profits of such
partnership, or (iii) any other person (other than a corporation or a
partnership) in which the Company, a Subsidiary of the Company or the Company
and one or more Subsidiaries of the Company, directly or indirectly, at the date
of determination, has (x) at least a majority ownership interest or (y) the
power to elect or direct the election of a majority of the directors or other
governing body of such person.

         "Tax Original Issue Discount" means the amount of ordinary interest
income on a Security that must be accrued as original issue discount for U.S.
federal income tax purposes pursuant to Treasury Regulation Section 1.1275-4.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date of
this Indenture, provided, however, that in the event the TIA is amended after
such date, TIA means, to the extent required by any such amendment, the TIA as
so amended.


                                       4

<PAGE>

         "trading day" means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other market on which the Common
Stock is then traded.

         "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor. The
foregoing sentence shall likewise apply to any subsequent such successor or
successors.

Section 1.02 Other Definitions.

Term                                                         Defined in Section
----                                                         ------------------

"Act" ..................................................................1.05(a)
"Agent Members" ........................................................2.12(e)
"Associate" ............................................................3.09(a)
"Average Sale Price" .....................................................10.01
"Bankruptcy Law" ..........................................................6.01
"beneficial owner" .....................................................3.09(a)
"Bid Solicitation Agent" ..................................................2.03
"Change in Control" ....................................................3.09(a)
"Change in Control Purchase Date" ......................................3.09(a)
"Change in Control Purchase Notice" ....................................3.09(c)
"Change in Control Purchase Price" .....................................3.09(a)
"Common Stock Record Date" ...............................................12.01
"Company Notice" .......................................................3.08(e)
"Company Notice Date" ..................................................3.08(c)
"Contingent Cash Interest Payment Date" ..................................12.02
"Contingent Cash Interest Record Date" ...................................12.02
"Conversion Agent" ........................................................2.03
"Conversion Date" ........................................................10.02
"Conversion Rate" ........................................................10.01
"Custodian" ...............................................................6.01
"Defaulted Interest" .....................................................11.02
"Depositary" ...........................................................2.01(a)
"DTC" ..................................................................2.01(a)
"Event of Default" ........................................................6.01
"Ex-Dividend Date" ....................................................10.08(b)
"Ex-Dividend Time" .......................................................10.01
"Extraordinary Cash Dividend" .........................................10.08(a)
"Five-Trading-Day Measurement Period" ....................................12.01
"Legal Holiday" ..........................................................13.09
"Legend" ...............................................................2.06(f)
"LYONs Market Price" .....................................................12.01
"Market Price" .........................................................3.08(d)
"Measurement Period" ..................................................10.08(a)
"Notice of Default" .......................................................6.01




                                       5

<PAGE>

"Paying Agent" ............................................................2.03
"Post-Distribution Price" .............................................10.08(b)
"Purchase Date" ........................................................3.08(a)
"Purchase Notice" ......................................................3.08(a)
"Purchase Price" .......................................................3.08(a)
"QIBs" .................................................................2.01(a)
"Registrar" ...............................................................2.03
"Regular Cash Dividends" ..............................................10.08(a)
"Relevant Cash Dividends" .............................................10.08(a)
"Relevant Value" .........................................................12.01
"Rights" .................................................................10.19
"Rights Agreement" .......................................................10.19
"Rule 144A Information" ...................................................4.06
"Semi-Annual Period" .....................................................12.01
"Time of Determination" ..................................................10.01

         Section 1.03 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the SEC.

         "Indenture securities" means the Securities.

         "Indenture security holder" means a Securityholder.

         "Indenture to be qualified" means this Indenture.

         "Indenture trustee" or "institutional trustee" means the Trustee.

         "Obligor" on the indenture securities means the Company.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them by such definitions.

         Section 1.04 Rules of Construction. Unless the context otherwise
requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with United States generally accepted
         accounting principles as in effect from time to time;

                  (3) "or" is not exclusive;

                  (4) "including" means including, without limitation; and


                                       6

<PAGE>

                  (5) words in the singular include the plural, and words in the
         plural include the singular.

         Section 1.05 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and 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 such officer the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner, which the Trustee
deems sufficient.

         (c) The ownership of Securities shall be proved by the register
maintained by the Registrar.

         (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.

         (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 resolution of the Board of Directors, 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 such a record date is
fixed, such 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


                                       7

<PAGE>

shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

                                   ARTICLE 2
                                 THE SECURITIES

         Section 2.01 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A-1,
which is a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage (provided that any
such notation, legend or endorsement required by usage is in a form acceptable
to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of
its authentication.

         (a) 144A Global Securities. Securities offered and sold within the
United States to "qualified institutional buyers" as defined in Rule 144A
("QIBs") in reliance on Rule 144A shall be issued initially in the form of a
144A Global Security, which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the depositary and registered in the name of The
Depository Trust Company ("DTC") or the nominee thereof (such depositary, or any
successor thereto, and any such nominee being hereinafter referred to as the
"Depositary"), duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The aggregate Principal Amount at Maturity of the 144A
Global Securities may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary as hereinafter provided.

         (b) Certificated Securities. Except as provided in Section 2.12, owners
of beneficial interests in Global Securities will not be entitled to receive
physical delivery of Securities in definitive form.

         (c) Global Securities in General. Each Global Security shall represent
such of the outstanding Securities as shall be specified therein and each shall
provide that it shall represent the aggregate Principal Amount at Maturity of
outstanding Securities from time to time endorsed thereon and that the aggregate
Principal Amount at Maturity of outstanding Securities represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges,
redemptions and conversions.

         Any adjustment of the aggregate Principal Amount at Maturity of a
Global Security to reflect the amount of any increase or decrease in the
Principal Amount at Maturity of outstanding Securities represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder
thereof as required by Section 2.12 hereof and shall be made on the records of
the Trustee and the Depositary.

         (d) Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary


                                       8

<PAGE>

or pursuant to the Depositary's instructions and (c) shall bear legends
substantially to the following effect:

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

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

         Section 2.02 Execution and Authentication. The Securities shall be
executed on behalf of the Company by any Officer. The signature of the Officer
on the Securities may be manual or facsimile.

         Securities bearing the manual or facsimile signatures of an individual
who was at the time of the execution of the Securities the proper Officer of the
Company shall bind the Company, notwithstanding that such individual has ceased
to hold such office prior to the authentication and delivery of such Securities
or did not hold such office at the date of authentication of such Securities.

         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 duly
executed by the Trustee by manual signature of an authorized Responsible
Officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

         The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount at Maturity of up to $705,000,000
($810,750,000 aggregate Principal Amount at Maturity, if the over-allotment
option granted to the initial purchaser of the Securities is exercised in full)
upon a Company Order without any further action by the Company. The aggregate
Principal Amount at Maturity of Securities outstanding at any time may not
exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.


                                       9

<PAGE>

         The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

         Section 2.03 Registrar, Paying Agent, Conversion Agent and Bid
Solicitation Agent. The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for exchange
("Registrar"), an office or agency where Securities may be presented for
purchase or payment ("Paying Agent") and an office or agency where Securities
may be presented for conversion ("Conversion Agent"). The Company shall also
appoint a bid solicitation agent (the "Bid Solicitation Agent") to act pursuant
to Section 12.03 hereof and paragraph 3 of the Securities. The Registrar shall
keep a register of the Securities and shall register their transfer and
exchange. The Company may have one or more co-registrars, one or more additional
paying agents and one or more additional conversion agents. The term Paying
Agent includes any additional paying agent, including any named pursuant to
Section 4.05. The term Conversion Agent includes any additional conversion
agent, including any named pursuant to Section 4.05.

         The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar, Paying Agent, Conversion Agent or Bid Solicitation
Agent (other than the Trustee). The agreement shall implement the provisions of
this Indenture that relate to such agent. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent, the Trustee
shall act as such and shall be entitled to appropriate compensation therefor
pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of
either of them may act as Paying Agent, Registrar, Conversion Agent or
co-registrar. None of the Company or any Subsidiary or any Affiliate of any of
them may act as Bid Solicitation Agent.

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

         Section 2.04 Paying Agent to Hold Money and Securities in Trust. Except
as otherwise provided herein, not later than 10:00 a.m., New York City time, on
each due date of payments in respect of any Security, the Company shall deposit
with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) or Common Stock sufficient to make such payments when
so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money and Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall
notify the Trustee of any default by the Company in making any such payment. At
any time during the continuance of any such default, the Paying Agent shall,
upon the written request of the Trustee, forthwith pay to the Trustee all money
and Common Stock so held in trust. If the Company, a Subsidiary or an Affiliate
of either of them acts as Paying Agent, it shall segregate the money and Common
Stock held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money and Common Stock
held by it to the Trustee and to account for any funds and Common Stock
disbursed by it. Upon doing so, the Paying Agent shall have no further liability
for the money or Common Stock.


                                       10

<PAGE>

         Section 2.05 Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders. If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semi-annually on September 1 and March 1 a listing of Securityholders dated
within 15 days of the date on which the list is furnished and at such other
times as the Trustee may request in writing a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Securityholders.

         Section 2.06 Transfer and Exchange. Subject to Section 2.12 hereof,

         (a) Upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at the office or agency of the Company designated as
Registrar or co-registrar pursuant to Section 2.03, the Company shall execute,
and the Trustee upon receipt of a Company Order shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at Maturity. The Company shall not charge a service charge for
any registration of transfer or exchange, but the Company may require payment of
a sum sufficient to pay all taxes, assessments or other governmental charges
that may be imposed in connection with the registration of transfer or exchange
of the Securities from the Securityholder requesting such registration of
transfer or exchange.

         At the option of the Holder, Certificated Securities may be exchanged
for other Securities of any authorized denomination or denominations, of a like
aggregate Principal Amount at Maturity, upon surrender of the Securities to be
exchanged, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder's attorney
duly authorized in writing, at such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee upon
receipt of a Company Order shall authenticate and deliver, the Securities which
the Holder making the exchange is entitled to receive.

         The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

         (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, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.


                                       11

<PAGE>

         (c) Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

         (d) Any Registrar appointed pursuant to Section 2.03 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon registration
of transfer or exchange of Securities.

         (e) No Registrar shall be required to make registrations of transfer or
exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

         (f) If Securities are issued upon the registration of transfer,
exchange or replacement of Securities subject to restrictions on transfer and
bearing the legends set forth on the form of Security attached hereto as Exhibit
A-1 setting forth such restrictions (collectively, the "Legend"), or if a
request is made to remove the Legend on a Security, the Securities so issued
shall bear the Legend, or the Legend shall not be removed, as the case may be,
unless there is delivered to the Company and the Registrar such satisfactory
evidence, which shall include an Opinion of Counsel, as may be reasonably
required by the Company and the Registrar, 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 or Rule 144 under the Securities
Act or that such Securities are not "restricted" within the meaning of Rule 144
under the Securities Act. Upon (i) provision of such satisfactory evidence, or
(ii) notification by the Company to the Trustee and Registrar of the sale of
such Security pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Security that does not bear the Legend.

         The Trustee and the Registrar 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 Security (including any transfers between or
among Depositary participants or beneficial owners of interests in any Global
Security) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance as to form with the express requirements
hereof.

         Section 2.07 Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser (as defined in Article 8 of the Uniform Commercial Code),
the Company shall execute and upon its written request the Trustee shall
authenticate and deliver, in exchange for any such mutilated Security or in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor and
Principal Amount at Maturity, bearing a number not contemporaneously
outstanding.


                                       12

<PAGE>

         In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

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

         Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all 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 2.08 Outstanding Securities; Determinations of Holders' Action.
Securities outstanding at any time are all the Securities authenticated by the
Trustee, except for those cancelled by it, those replaced pursuant to Section
2.07, those delivered to it for cancellation and those described in this Section
2.08 as not outstanding. A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite Principal Amount at Maturity of
Securities have given or concurred in 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 relying 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. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles 6 and 9).

         If a Security is replaced pursuant to Section 2.07, the replaced
Security ceases to be outstanding unless the Trustee receives proof satisfactory
to it that the replaced Security is held by a protected purchaser (as defined in
Article 8 of The Uniform Commercial Code).

         If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and Contingent Cash
Interest, if applicable, on such Securities shall cease to accrue; provided,
that if such Securities are to be redeemed, notice of


                                       13

<PAGE>

such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been given pursuant to this Indenture.

         If a Security is converted in accordance with Article 10, then from and
after the time of conversion on the Conversion Date, such Security shall cease
to be outstanding and Original Issue Discount, and Contingent Cash Interest, if
any, shall cease to accrue on such Security.

         Section 2.09 Temporary Securities. Subject to Article 11 hereof,
pending the preparation of definitive Securities, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, 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 conclusively 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 the office
or agency of the Company designated for such purpose pursuant to Section 2.03,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and upon receipt of a Company
Order the Trustee shall authenticate and deliver in exchange therefor a like
Principal Amount at Maturity 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.

         Section 2.10 Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 10. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

         Section 2.11 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 may 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 the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price, and Contingent Cash Interest, if any, for
the purpose of conversion 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.


                                       14

<PAGE>

         Section 2.12 Global Securities.

         (a) Transfer of Global Security. Notwithstanding any other provisions
of this Indenture or the Securities, transfers of a Global Security, in whole or
in part, shall be made only in accordance with Section 2.06 and this Section
2.12. A Global Security may not be transferred, in whole or in part, to any
Person other than the Depositary or a nominee or any successor thereof, and no
such transfer to any such other Person may be registered; provided that this
clause (a) shall not prohibit any transfer of a Security that is issued in
exchange for a Global Security but is not itself a Global Security. No transfer
of a Security to any Person shall be effective under this Indenture or the
Securities unless and until such Security has been registered in the name of
such Person.

         (b) Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an Opinion of Counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in the name other than that of the Holder,
such Security must be accompanied by a certificate in substantially the form set
forth in Exhibit B-1, dated the date of such surrender and signed by the Holder
of such Security, as to compliance with such restrictions on transfer. The
Registrar shall not be required to accept for such registration of transfer or
exchange any Security not so accompanied by a properly completed certificate.

         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an Opinion of Counsel from legal
counsel having substantial experience in practice under the Securities Act and
otherwise reasonably acceptable to the Company, addressed to the Company, the
Trustee and the Registrar and in form acceptable to the Company, to the effect
that the transfer of such Security has been made in compliance with Rule 144 or
such successor provision), be exchanged for a new Security, of like tenor and
aggregate Principal Amount at Maturity, which shall not bear the restrictive
Legend. The Company shall inform the Trustee of the effective date of any
registration statement registering the transfer or sale of the Securities under
the Securities Act. The Trustee and the Registrar shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned Opinion of Counsel or registration statement.

         (d) As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.


                                       15

<PAGE>

         (e) The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

                  (1) Notwithstanding any other provisions of this Indenture or
         the Securities, except as provided in Section 2.12(a), a Global
         Security shall not be exchanged in whole or in part for a Security
         registered in the name of any Person other than the Depositary or one
         or more nominees thereof, provided that a Global Security may be
         exchanged for Securities registered in the names of any person
         designated by the Depositary in the event that (i) the Depositary has
         notified the Company that it is unwilling or unable to continue as
         Depositary for such Global Security or such Depositary has ceased to be
         a "clearing agency" registered under the Exchange Act, and a successor
         Depositary is not appointed by the Company within 90 days, (ii) an
         Event of Default has occurred and is continuing with respect to the
         Securities or (iii) the Company discontinues the use of a book entry
         transfer through DTC (or a successor thereof). Any Global Security
         exchanged pursuant to clause (i) above shall be so exchanged in whole
         and not in part, and any Global Security exchanged pursuant to clause
         (ii) above may be exchanged in whole or from time to time in part as
         directed by the Depositary. Any Security issued in exchange for a
         Global Security or any portion thereof shall be a Global Security;
         provided that any such Security so issued that is registered in the
         name of a Person other than the Depository or a Nominee thereof shall
         not be a Global Security.

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

                  (3) Subject to the provisions of clause (5) below, the
         registered Holder may grant proxies and otherwise authorize any Person,
         including Agent Members (as defined below) and persons that may hold
         interests through Agent Members, to take any action which a holder is
         entitled to take under this Indenture or the Securities.

                  (4) In the event of the occurrence of any of the events
         specified in clause (1) above, the Company will promptly make available
         to the Trustee a reasonable supply of Certificated Securities in
         definitive, fully registered form, without interest coupons.

                  (5) Neither any members of, or participants in, the Depositary
         (collectively, the "Agent Members") nor any other Persons on whose
         behalf Agent Members may act


                                       16

<PAGE>

         shall have any rights under this Indenture with respect to any Global
         Security registered in the name of the Depositary or any nominee
         thereof, or under any such Global Security, and the Depositary or such
         nominee, as the case may be, may be treated by the Company, the Trustee
         and any agent of the Company or the Trustee as the absolute owner and
         holder of such Global 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 such nominee, as the case
         may be, or impair, as between the Depositary, its Agent Members and any
         other person on whose behalf an Agent Member may act, the operation of
         customary practices of such Persons governing the exercise of the
         rights of a holder of any Security.

         Section 2.13 CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

                                   ARTICLE 3
                            REDEMPTION AND PURCHASES

         Section 3.01 Right to Redeem; Notices to Trustee. The Company, at its
option, may at any time on or after October 1, 2006 redeem the Securities in
accordance with the provisions of paragraphs 6 and 8 of the Securities. If the
Company elects to redeem Securities pursuant to paragraph 6 of the Securities,
it shall notify the Trustee in writing of the Redemption Date, the Principal
Amount at Maturity of Securities to be redeemed and the Redemption Price.

         The Company shall give the notice to the Trustee provided for in this
Section 3.01 by a Company Order, at least 35 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

Section 3.02 Selection of Securities to Be Redeemed. If less than all the
Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange or quotation system on which the Securities are then listed or
quoted). The Trustee shall make the selection at least 30 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 the
Principal Amount at Maturity of Securities that have denominations larger than
$1,000.

         Securities and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption. The


                                       17

<PAGE>

Trustee shall notify the Company promptly of the Securities or portions of
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.

         Section 3.03 Notice of Redemption. At least 30 days but not more than
60 days before a Redemption Date, the Company shall mail a notice of redemption
by first-class mail, postage prepaid, to each Holder of Securities to be
redeemed.

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

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the Conversion Rate;

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

                  (5) that Securities called for redemption may be converted at
         any time before the close of business on the second Business Day
         immediately preceding the Redemption Date;

                  (6) that Holders who want to convert Securities must satisfy
         the requirements set forth in paragraph 9 of the Securities;

                  (7) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price;

                  (8) if fewer than all the outstanding Securities are to be
         redeemed, the certificate number and Principal Amounts at Maturity of
         the particular Securities to be redeemed;

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

                  (10) the CUSIP number of the Securities; and

                  (11) any other information the Company wants to present.

         At the Company's request, the Trustee shall give the notice of
redemption to Holders in the Company's name and at the Company's expense,
provided that the Company makes such


                                       18

<PAGE>

request at least five Business Days (unless a shorter period shall be
satisfactory to the Trustee) prior to the date such notice of redemption must be
mailed.

         Section 3.04 Effect of Notice of Redemption. Once notice of redemption
is given, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

         Section 3.05 Deposit of Redemption Price. Prior to 10:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price for all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

         Section 3.06 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee shall
authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount at Maturity to the unredeemed portion of
the Security surrendered.

         Section 3.07 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, any Securities
not duly surrendered for conversion by the Holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and surrendered by such purchasers for conversion,
all as of immediately prior to the close of business on the Business Day prior
to the Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and


                                       19

<PAGE>

conversion of any Securities between the Company and such purchasers, including
the costs and expenses incurred by the Trustee in the defense of any claim or
liability arising out of or in connection with the exercise or performance of
any of its powers, duties, responsibilities or obligations under this Indenture.

         Section 3.08 Purchase of Securities at Option of the Holder. (a)
General. Securities shall be purchased by the Company, at the option of the
Holder thereof, pursuant to paragraph 7 of the Securities on October 1, 2003,
October 1, 2006 and October 1, 2011 (each, a "Purchase Date"), at the purchase
prices of $286.54, $327.47 and $409.08, respectively, per $1,000 of Principal
Amount at Maturity (each, a "Purchase Price"), upon:

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

                           (A) the certificate numbers of the Security that the
                  Holder will deliver to be purchased,

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

                           (C) that such Security shall be purchased as of the
                  Purchase Date pursuant to the terms and conditions specified
                  in paragraph 7 of the Securities and in this Indenture, and

                           (D) in the event the Company elects, pursuant to
                  Section 3.08(b), to pay the Purchase Price to be paid as of
                  such Purchase Date, in whole or in part, in shares of Common
                  Stock but such portion of the Purchase Price shall ultimately
                  be payable to such Holder entirely in cash because any of the
                  conditions to payment of the Purchase Price in Common Stock is
                  not satisfied prior to the close of business on such Purchase
                  Date, as set forth in Section 3.08(d), whether such Holder
                  elects (i) to withdraw such Purchase Notice as to some or all
                  of the Securities to which such Purchase Notice relates
                  (stating the Principal Amount at Maturity and certificate
                  numbers of the Securities as to which such withdrawal shall
                  relate), or (ii) to receive cash in respect of the entire
                  Purchase Price for all Securities (or portions thereof) to
                  which such Purchase Notice relates; and

                  (2) delivery of such Security to the Paying Agent prior to, on
         or after the Purchase Date (together with all necessary endorsements)
         at the offices of the Paying Agent, such delivery being a condition to
         receipt by the Holder of the Purchase Price therefor; provided,
         however, that such Purchase Price shall be so paid pursuant to this
         Section 3.08 only if the Security so delivered to the Paying Agent
         shall conform in all respects to the description thereof in the related
         Purchase Notice, as determined by the Company.


                                       20

<PAGE>

         If a Holder, in such Holder's Purchase Notice and in any written notice
of withdrawal delivered by such Holder pursuant to the terms of Section 3.10,
fails to indicate such Holder's choice with respect to the election set forth in
clause (D) of Section 3.08(a)(1), such Holder shall be deemed to have elected to
receive cash in respect of the Purchase Price for all Securities subject to such
Purchase Notice in the circumstances set forth in such clause (D).

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.08, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Purchase Date and
the time of delivery of the Security.

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 3.08(a)
shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the third Business Day immediately preceding the Purchase
Date by delivery of a written notice of withdrawal to the Paying Agent in
accordance with Section 3.10.

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

         (b) Company's Right to Elect Manner of Payment of Purchase Price. The
Securities to be purchased pursuant to Section 3.08(a) may be paid for, at the
election of the Company, in cash or Common Stock, or in any combination of cash
and Common Stock, subject to the conditions set forth in Sections 3.08(c) and
(d). The Company shall designate, in the Company Notice delivered pursuant to
Section 3.08(e), whether the Company will purchase the Securities for cash or
Common Stock, or, if a combination thereof, the percentages or amounts of the
Purchase Price of Securities in respect of which it will pay in cash or Common
Stock; provided that the Company will pay cash for fractional interests in
Common Stock. For purposes of determining the existence of potential fractional
interests, all Securities subject to purchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are purchased pursuant to this Section
3.08 shall receive the same percentage of cash or Common Stock in payment of the
Purchase Price for such Securities, except (i) as provided in Section 3.08(d)
with regard to the payment of cash in lieu of fractional shares of Common Stock
and (ii) in the event that the Company is unable to purchase the Securities of a
Holder or Holders for Common Stock because any necessary qualifications or
registrations of the Common Stock under applicable state securities laws cannot
be obtained, the Company may purchase the Securities of such Holder or Holders
for cash. The Company may not change its election with respect to the
consideration (or components or percentages of components thereof) to be paid
once the Company has given its Company Notice to Securityholders except pursuant
to this Section 3.08(b) or pursuant to Section 3.08(d) in the event of a failure
to satisfy, prior to the close of business on the Purchase Date, any condition
to the payment of the Purchase Price, in whole or in part, in Common Stock.


                                       21

<PAGE>

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

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

                  (ii) the information required by Section 3.08(e),

                  (iii) if the Company elects to pay the Purchase Price, or a
         specified percentage thereof, in Common Stock, that the conditions to
         such manner of payment set forth in Section 3.08(d) have been or will
         be complied with, and

                  (iv) whether the Company desires the Trustee to give the
         Company Notice required by Section 3.08(e).

         (c) Purchase with Cash. On each Purchase Date, at the option of the
Company, the Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 3.08(a) has been given, or a specified percentage thereof,
may be paid by the Company with cash equal to the aggregate Purchase Price of
such Securities. If the Company elects to purchase Securities with cash, the
Company Notice, as provided in Section 3.08(e), shall be sent to Holders (and to
beneficial owners as required by applicable law) not less than 20 Business Days
prior to such Purchase Date (the "Company Notice Date").

         (d) Payment by Issuance of Common Stock. On each Purchase Date, at the
option of the Company, the Purchase Price of Securities in respect of which a
Purchase Notice pursuant to Section 3.08(a) has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number of
shares of Common Stock equal to the quotient obtained by dividing (i) the amount
of cash to which the Securityholders would have been entitled had the Company
elected to pay all or such specified percentage, as the case may be, of the
Purchase Price of such Securities in cash by (ii) the Market Price of a share of
Common Stock, subject to the next succeeding paragraph.

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

         Upon a payment by Common Stock pursuant to the terms hereof, that
portion of Accrued Original Issue Discount, accrued Tax Original Issue Discount
and accrued unpaid Contingent Cash Interest, if any, attributable to the period
from the Issue Date to the Purchase Date with respect to the purchased Security
shall not be cancelled, extinguished or forfeited but rather shall be deemed
paid in full to the Holder through the delivery of the Common Stock in exchange
for the Security being purchased pursuant to the terms hereof, and the fair
market value of such Common Stock (together with any cash payments in lieu of
fractional shares of Common Stock) shall be treated as issued, to the extent
thereof, first in exchange for the Accrued Original Issue Discount, accrued Tax
Original Issue Discount and Contingent Cash Interest, if any, through, but not
including, the Purchase Date, and the balance, if any, of the fair market value
of such shares


                                       22

<PAGE>

of Common Stock shall be treated as issued in exchange for the Issue Price of
the Security being purchased pursuant to the provisions hereof.

         If the Company elects to purchase the Securities by the issuance of
shares of Common Stock, the Company Notice, as provided in Section 3.08(e),
shall be sent to the Holders (and to beneficial owners as required by applicable
law) not later than the Company Notice Date.

         The Company's right to exercise its election to purchase the Securities
pursuant to Section 3.08 through the issuance of shares of Common Stock shall be
conditioned upon:

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

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

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

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

                  (v) the receipt by the Trustee of an Officers' Certificate and
         an Opinion of Counsel each stating that (A) the terms of the issuance
         of the Common Stock are in conformity with this Indenture and (B) the
         shares of Common Stock to be issued by the Company in payment of the
         Purchase Price in respect of Securities have been duly authorized and,
         when issued and delivered pursuant to the terms of this Indenture in
         payment of the Purchase Price in respect of the Securities, will be
         validly issued, fully paid and non-assessable and, to the such
         counsel's knowledge after due inquiry, free from preemptive rights
         under law or material contracts, and, in the case of such Officers'
         Certificate, stating that conditions (i), (ii), (iii) and (iv) above
         and the condition set forth in the second sentence following this
         sentence have been satisfied and, in the case of such Opinion of
         Counsel, stating that conditions (ii) and (iii) above have been
         satisfied.

Such Officers' Certificate shall also set forth the number of shares of Common
Stock to be issued for each $1,000 Principal Amount at Maturity of Securities
and the Sale Price of a share of Common Stock on each trading day during the
period for which the Market Price is calculated. The Company may pay the
Purchase Price (or any portion thereof) in Common Stock only if the information
necessary to calculate the Market Price is published in a daily newspaper of
national circulation. If the foregoing conditions are not satisfied with respect
to a Holder or Holders prior to the close of business on the Purchase Date and
the Company has elected to purchase the Securities pursuant to this Section 3.08
through the issuance of shares of Common


                                       23

<PAGE>

Stock, the Company shall pay the entire Purchase Price of the Securities of such
Holder or Holders to be purchased in cash.

         The "Market Price" of the Common Stock means the average of the Sale
Prices of the Common Stock for the five trading day period ending on the third
Business Day (if the third Business Day prior to the applicable Purchase Date is
a trading day or, if not, then on the last trading day) prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any events described in
Section 10.06, 10.07 or 10.08; subject, however, to the conditions set forth in
Sections 10.09 and 10.10.

         (e) Notice of Election. The Company's notice of election to purchase
with cash or Common Stock or any combination thereof shall be sent to the
Holders (and to beneficial owners as required by applicable law) in the manner
provided in Section 13.02 at the time specified in Section 3.08(c) or (d), as
applicable (the "Company Notice"). Such Company Notice shall state the manner of
payment elected and shall contain the following information:

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

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

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

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

         In any case, each Company Notice shall include a form of Purchase
Notice to be completed by a Securityholder and shall state:

                  (i) the Purchase Price and the Conversion Rate as of the
         Purchase Date;

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

                  (iii) that Securities as to which a Purchase Notice has been
         given may be converted pursuant to Article 10 hereof only if the
         applicable Purchase Notice has been withdrawn in accordance with the
         terms of this Indenture;

                  (iv) that Securities must be surrendered to the Paying Agent
         to collect payment of the Purchase Price and accrued and unpaid
         Contingent Cash Interest, if any;


                                       24

<PAGE>

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

                  (vi) the procedures the Holder must follow to exercise rights
         under Section 3.08 and a brief description of those rights;

                  (vii) briefly, the conversion rights of the Securities;

                  (viii) the procedures for withdrawing a Purchase Notice
         (including, without limitation, for a conditional withdrawal pursuant
         to the terms of Section 3.08(a)(1)(D) or Section 3.10);

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

                  (x) the CUSIP number of the Securities.

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

         Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 Principal Amount at Maturity of Securities, the Company
will issue a press release and publish such determination on the Company's Web
site or otherwise through such other public medium as the Company may use at
that time.

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

         The Company shall list or cause to have quoted any shares of Common
Stock to be issued to purchase Securities on each national securities exchange
or over-the-counter or other domestic market on which the Common Stock is then
listed or quoted.

         (g) Procedure upon Purchase. The Company shall deposit cash (in respect
of a cash purchase under Section 3.08(c) or for fractional interests, as
applicable) or shares of Common Stock, or a combination thereof, as applicable,
at the time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Purchase Price of all Securities to be purchased pursuant to this
Section 3.08. As soon as practicable after the Purchase Date, the Company shall
deliver to each Holder entitled to receive Common Stock through the Paying
Agent, a certificate for the number of full shares of Common Stock issuable in
payment of the Purchase Price and cash in lieu of any fractional interests. The
person in whose name the certificate for Common Stock is registered shall be
treated as a holder of record of shares of Common Stock on the Business Day
following the Purchase Date. Subject to Section 3.08(d), no


                                       25

<PAGE>

payment or adjustment will be made for dividends on the Common Stock the record
date for which occurred on or prior to the Purchase Date.

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

         Section 3.09 Purchase of Securities at Option of the Holder upon Change
in Control.(a) If on or prior to October 1, 2006 there shall have occurred a
Change in Control, Securities shall be purchased by the Company, at the option
of the Holder thereof, at a purchase price specified in paragraph 7 of the
Securities (the "Change in Control Purchase Price"), as of the date that is no
later than 35 Business Days after the occurrence of the Change in Control but in
no event prior to the date on which such Change in Control occurs (the "Change
in Control Purchase Date"), subject to satisfaction by or on behalf of the
Holder of the requirements set forth in Section 3.09(c).

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

                  (i) Any person, including its Affiliates and Associates, other
         than the Company or its subsidiaries, files on Schedule 13D or Schedule
         TO (or any successor schedule, form or report) pursuant to the Exchange
         Act, disclosing that such person (for the purposes of this Section 3.09
         only, as the term "person" is used in Section 13(d)(3) or Section
         14(d)(2) of the Exchange Act) has become the beneficial owner (as the
         term "beneficial owner" is defined under Rule 13d-3 or any successor
         rule or regulation promulgated under the Exchange Act) of 50% or more
         of the aggregate voting power of the Common Stock and other Capital
         Stock of the Company with equivalent voting rights then outstanding;
         provided, however, that a person shall not be -------- ------- deemed
         beneficial owner of, or to own beneficially, (A) any securities
         tendered pursuant to a tender or exchange offer made by or on behalf of
         such person or any of such person's Affiliates or Associates until such
         tendered securities are accepted for purchase or exchange thereunder,
         or (B) any securities if such beneficial ownership (1) arises solely as
         a result of a revocable proxy delivered in response to a proxy or
         consent solicitation made pursuant to the applicable rules and
         regulations under the Exchange Act, and (2) is not also then reportable
         on Schedule 13D (or any successor schedule) under the Exchange Act; or

                  (ii) There shall be consummated any share exchange,
         consolidation or merger of the Company pursuant to which the Common
         Stock would be converted into cash, securities or other property, in
         each case other than a share exchange, consolidation or merger of the
         Company in which the holders of the Common Stock and other capital
         stock with equivalent voting rights, immediately prior to the share
         exchange,


                                       26

<PAGE>

         consolidation or merger have, directly or indirectly, at least a
         majority of the total voting power in the aggregate of all classes of
         Capital Stock of the continuing or surviving corporation immediately
         after the share exchange, consolidation or merger.

Notwithstanding the foregoing provisions of this Section 3.09, a Change in
Control shall not be deemed to have occurred by virtue of the Company or any
Subsidiary, any employee stock ownership plan or any other employee benefit plan
of the Company or any Subsidiary, or any person holding Common Stock for or
pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule TO
(or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of shares of Common Stock, whether in excess of 50%
or otherwise.

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

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

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

                  (2) the date by which the Change in Control Purchase Notice
         pursuant to this Section 3.09 must be given;

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

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

                  (6) the Conversion Rate and any adjustments thereto;

                  (7) that Securities as to which a Change in Control Purchase
         Notice has been given may be converted pursuant to Article 10 hereof
         only if the Change in Control Purchase Notice has been withdrawn in
         accordance with the terms of this Indenture;

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

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


                                       27

<PAGE>

                  (10) briefly, the procedures the Holder must follow to
         exercise rights under this Section 3.09;

                  (11) briefly, the conversion rights of the Securities;

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

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

                  (14) the CUSIP number of the Securities.

         (c) A Holder may exercise its rights specified in Section 3.09(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Paying Agent at any time prior to the close of business on the Business
Day prior to the Change in Control Purchase Date, stating:

                  (1) the certificate numbers of the Securities which the Holder
         will deliver to be purchased;

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

                  (3) that such Securities shall be purchased pursuant to the
         terms and conditions specified in paragraph 7 of the Securities.

         The delivery of such Securities to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.09 only if the Securities so delivered to the Paying
Agent shall conform in all respects to the description thereof set forth in the
related Change in Control Purchase Notice.

         The Company shall purchase from the Holder thereof, pursuant to this
Section 3.09, a portion of a Security if the Principal Amount at Maturity of
such portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.09 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Change in Control
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 3.09.


                                       28

<PAGE>

         Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 3.09(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Business Day prior to
the Change in Control Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

         The Company shall not be required to comply with this Section 3.09 if a
third party mails a written notice of Change in Control in the manner, at the
times and otherwise in compliance with this Section 3.09 and repurchases all
Securities for which a Change in Control Purchase Notice shall be delivered and
not withdrawn.

         Section 3.10 Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, together with accrued and unpaid contingent interest, if any. Such amounts
shall be paid to such Holder, subject to receipt of funds and/or securities by
the Paying Agent, promptly following the later of (x) the Purchase Date or the
Change in Control Purchase Date, as the case may be, with respect to such
Security (provided the conditions in Section 3.08(a) or Section 3.09(c), as
applicable, have been satisfied) and (y) the time of delivery of such Security
to the Paying Agent by the Holder thereof in the manner required by Section
3.08(a) or Section 3.09(c), as applicable. Securities in respect of which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
been given by the Holder thereof may not be converted pursuant to Article 10
hereof on or after the date of the delivery of such Purchase Notice or Change in
Control Purchase Notice, as the case may be, unless such Purchase Notice or
Change in Control Purchase Notice, as the case may be, has first been validly
withdrawn as specified in the following two paragraphs.

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

                  (1) the certificate number of the Securities in respect of
         which such notice of withdrawal is being submitted,

                  (2) the Principal Amount at Maturity of the Securities with
         respect to which such notice of withdrawal is being submitted, and


                                       29

<PAGE>

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

         A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.08(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.08(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

         There shall be no purchase of any Securities pursuant to Section 3.08
(other than through the issuance of Common Stock in payment of the Purchase
Price, including cash in lieu of fractional shares) or 3.09 if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Securities, of the required Purchase Notice or Change in Control
Purchase Notice, as the case may be) and is continuing an Event of Default
(other than a default in the payment of the Purchase Price or Change in Control
Purchase Price, as the case may be). The Paying Agent will promptly return to
the respective Holders thereof any Securities (x) with respect to which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
been withdrawn in compliance with this Indenture, or (y) held by it during the
continuance of an Event of Default (other than a default in the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, with
respect to the Securities in which case), upon such return, the Purchase Notice
or Change in Control Purchase Notice with respect thereto shall be deemed to
have been withdrawn.

         Section 3.11 Deposit of Purchase Price or Change in Control Purchase
Price. Prior to 10:00 a.m., New York City time, on the Business Day following
the Purchase Date or the Change in Control Purchase Date, as the case may be,
the Company shall deposit with the Trustee or with the Paying Agent (or, if the
Company or a Subsidiary or an Affiliate of either of them is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an
amount of money (in immediately available funds if deposited on such Business
Day) or Common Stock, if permitted hereunder, sufficient to pay the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of all
the Securities or portions thereof which are to be purchased as of the Purchase
Date or Change in Control Purchase Date, as the case may be.

         Section 3.12 Securities Purchased in Part. Any Security which is to be
purchased only in part shall be surrendered at the office of the Paying Agent
(with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate Principal Amount at Maturity equal to, and in exchange
for, the portion of the Principal Amount at Maturity of the Security so
surrendered which is not purchased.

         Section 3.13 Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof


                                       30

<PAGE>

(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or purchase
or is otherwise subject to tender offer or other rules under the Federal or
state securities laws), the Company shall (i) comply with Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Exchange Act which may then be
applicable, (ii) file the related Schedule TO (or any successor schedule, form
or report) or any other schedule required under the Exchange Act, and (iii)
otherwise comply with all Federal and state securities laws so as to permit the
rights and obligations under Sections 3.08 and 3.09 to be exercised in the time
and in the manner specified in Sections 3.08 and 3.09.

         Section 3.14 Repayment to the Company. The Trustee and the Paying Agent
shall promptly return to the Company any cash or shares of Common Stock that
remain unclaimed as provided in paragraph 14 of the Securities, together with
interest or dividends, if any, thereon (subject to the provisions of Section
7.01(f)), held by them for the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be; provided, however, that to the
extent that the aggregate amount of cash or shares of Common Stock deposited by
the Company pursuant to Section 3.11 exceeds the aggregate Purchase Price or
Change in Control Purchase Price, as the case may be, of the Securities or
portions thereof which the Company is obligated to purchase as of the Purchase
Date or Change in Control Purchase Date, as the case may be, whether as a result
of withdrawal or otherwise, then promptly after the Business Day following the
Purchase Date or Change in Control Purchase Date, as the case may be, the
Trustee shall return any such excess to the Company together with interest or
dividends, if any, thereon (subject to the provisions of Section 7.01(f)).

                                    ARTICLE 4
                                    COVENANTS

         Section 4.01 Payment of Securities. The Company shall promptly make all
payments in respect of the Securities on the dates and in the manner provided in
the Securities or pursuant to this Indenture. Any amounts to be given to the
Trustee or Paying Agent shall be deposited with the Trustee or Paying Agent by
10:00 a.m., New York City time, by the Company. Principal Amount at Maturity,
Issue Price plus Accrued Original Issue Discount, Redemption Price, Purchase
Price, Change in Control Purchase Price and Contingent Cash Interest, if any,
shall be considered paid on the applicable date due if on such date (or, in the
case of a Purchase Price or Change in Control Purchase Price, on the Business
Day following the applicable Purchase Date or Change in Control Purchase Date,
as the case may be) the Trustee or the Paying Agent holds, in accordance with
this Indenture, money or securities, if permitted hereunder, sufficient to pay
all such amounts then due.

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


                                       31

<PAGE>

         Section 4.02 SEC and Other Reports. The Company shall deliver to the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. The Company shall send to the Trustee
all reports required pursuant to the provisions of TIA Section 314(a) and shall
otherwise comply with TIA Sections 314(a)(2) and (a)(3). Delivery of such
reports, information and documents to the Trustee is for informational purposes
only and the Trustee's receipt of the same shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company's compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

         Section 4.03 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on February 23, 2002) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

         Section 4.04 Further Instruments and Acts. Upon request of the Trustee,
the Company will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

         Section 4.05 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, The City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of The Chase Manhattan Bank, located at 450
West 33rd Street, 15th Floor, New York, New York 10001 (Attention: Institutional
Trust Services), shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02.

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


                                       32

<PAGE>

         Section 4.06 Delivery of Certain Information. At any time when the
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial holder of Securities or shares of Common
Stock which are restricted securities issued upon conversion thereof, the
Company will promptly furnish or cause to be furnished Rule 144A Information (as
defined below) to such Holder or any beneficial holder of Securities or holder
of shares of Common Stock issued upon conversion of Securities, or to a
prospective purchaser of any such security designated by any such holder, as the
case may be, to the extent required to permit compliance by such Holder or
holder with Rule 144A under the Securities Act in connection with the resale of
any such security. "Rule 144A Information" shall be such information as is
specified pursuant to Rule 144A(d)(4) under the Securities Act.

         Section 4.07 Tax Matters. The Company agrees, and each Holder (or other
person that acquires a beneficial interest in a Security) by its purchase of a
Security (or a beneficial interest therein) hereby agrees, in the absence of an
administrative pronouncement or judicial ruling to the contrary,:

         (1)      to treat the Securities as indebtedness of the Company for all
                  tax purposes;

         (2)      to treat the Securities as indebtedness that is subject to the
                  special regulations governing contingent payment debt
                  instruments that are contained in U.S. Treasury Regulation
                  Section 1.1275-4;

         (3)      to treat any payment to and receipt by a Holder of shares of
                  Common Stock (or of any cash in lieu of fractional shares)
                  upon the conversion of a Security as a contingent payment
                  under U.S. Treasury Regulation Section 1.1275-4(b) that will
                  result in an adjustment under U.S. Treasury Regulation Section
                  1.1275-4(b)(3)(iv) and U.S. Treasury Regulation Section
                  1.1275-4(b)(6);

         (4)      solely for U.S. federal income tax purposes, the Company shall
                  accrue interest with respect to outstanding Securities as
                  original issue discount according to the "noncontingent bond
                  method," as set forth in U.S. Treasury Regulation Section
                  1.1275-4(b);

         (5)      the Company has determined that the comparable yield, as
                  defined in U.S. Treasury Regulation Section 1.1275-4(b)(4)(i),
                  for the Securities is 8.10%, compounded semiannually;

         (6)      (i) the projected payment schedule is determined on the basis
                  of an assumption of linear growth of stock price and a
                  constant dividend yield, (ii) the comparable yield and the
                  projected payment schedule are not determined for any purpose
                  other than for the purpose of applying U.S. Treasury
                  Regulation Section 1.1275-4(b)(4) to the Securities and (iii)
                  the comparable yield and the projected payment schedule do not
                  constitute a projection or representation regarding the actual
                  amounts payable on the Securities; and

         (7)      the projected payment schedule, as defined in U.S. Treasury
                  Regulation Section 1.1275-4(b)(4)(ii) for the Securities is as
                  set forth in Annex C hereto.


                                       33

<PAGE>

                                   ARTICLE 5
                              SUCCESSOR CORPORATION

         Section 5.01 When Company May Merge or Transfer Assets. The Company
shall not consolidate with or merge with or into any other person or convey,
transfer or lease all or substantially all of its properties and assets as an
entirety to any person, unless:

                  (a) either (1) the Company shall be the continuing corporation
         or (2) the person (if other than the Company) formed by such
         consolidation or into which the Company is merged or the person which
         acquires by conveyance, transfer or lease the properties and assets of
         the Company substantially as an entirety (i) shall be a corporation
         organized and validly existing under the laws of the United States or
         any State thereof or the District of Columbia and (ii) shall expressly
         assume, by an indenture supplemental hereto, executed and delivered to
         the Trustee, in form reasonably satisfactory to the Trustee, all of the
         obligations of the Company under the Securities and this Indenture;

                  (b) immediately after giving effect to such transaction, no
         Default shall have occurred and be continuing; and

                  (c) the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease and, if a
         supplemental indenture is required in connection with such transaction,
         such supplemental indenture, comply with this Article 5 and that all
         conditions precedent herein provided for relating to such transaction
         have been satisfied.

         For purposes of the foregoing, the transfer (by lease, assignment, sale
or otherwise) of the properties and assets of one or more Subsidiaries (other
than to the Company or another Subsidiary), which, if such assets were owned by
the Company, would constitute all or substantially all of the properties and
assets of the Company, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

         The successor person formed by such consolidation or into which the
Company is merged or the successor person 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 had been named as the Company herein; and thereafter, except in
the case of a lease and any obligations the Company may have under a
supplemental indenture pursuant to Section 10.14, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.


                                       34

<PAGE>

                                   ARTICLE 6
                              DEFAULTS AND REMEDIES

         Section 6.01 Events of Default. An "Event of Default" means the
occurrence of any one of the following events:

                  (1) the Company defaults in the payment of the Principal
         Amount at Maturity, Issue Price plus Accrued Original Issue Discount,
         Redemption Price, Purchase Price, or Change in Control Purchase Price
         on any Security when the same becomes due and payable at its Stated
         Maturity, upon redemption, upon declaration, when due for purchase by
         the Company or otherwise;

                  (2) failure by the Company to pay any Contingent Cash Interest
         on any Security when the same becomes due and payable, and such failure
         continues unremedied for a period of 30 or more days;

                  (3) the failure of the Company to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in clauses (1) or (2) above) upon the receipt of notice of
         such default from the Trustee or from Holders of not less than 25% in
         aggregate Principal Amount at Maturity of the Securities then
         outstanding (a "Notice of Default") and such failure (or the failure to
         obtain a waiver thereof) continues uncured for 60 days after receipt by
         the Company of a Notice of Default;

                  (4) (a) failure of the Company to make any payment by the end
         of any applicable grace period after maturity of Debt in an aggregate
         principal amount (taken together with amounts in (b) below) in excess
         of $50 million and continuance of such failure, or (b) the acceleration
         of Debt in an aggregate principal amount in excess of $50 million
         because of a default with respect to such Debt without such Debt having
         been discharged or such acceleration having been cured, waived,
         rescinded or annulled, in the case of (a) above, for a period of 30
         days after receipt by the Company of a Notice of Default from the
         Trustee or to the Company and Trustee from the holders of not less than
         25% in Aggregate Principal Amount at Maturity of the Securities then
         outstanding; provided, however, that if any such failure or
         acceleration referred to in (a) or (b) above shall cease or be cured,
         waived, rescinded or annulled, then the Event of Default by reason
         thereof shall be deemed not to have occurred;

                  (5) the Company or any Significant Subsidiary pursuant to or
         under or within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case or proceeding;

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

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

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


                                       35

<PAGE>

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

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

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

                           (A) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case or proceeding,
                  or adjudicates the Company or any Significant Subsidiary
                  insolvent or bankrupt;

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

                           (C) orders the winding-up or liquidation of the
                  Company or any Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60 days.

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

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

         A Default under clause (3) or clause (4) above is not an Event of
Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate Principal Amount at Maturity of the Securities at the time
outstanding notify the Company and the Trustee, of the Default and the Company
does not cure such Default (and such Default is not waived) within the time
specified in clause (3) or clause (4) above after actual receipt of such notice.
Any such notice must specify the Default, demand that it be remedied and state
that such notice is a "Notice of Default".

         The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clause (3) or clause (4) above, its status and what action the
Company is taking or proposes to take with respect thereto.

         Section 6.02 Acceleration . If an Event of Default (other than an Event
of Default specified in Section 6.01(5) or (6) in respect of the Company) occurs
and is continuing, the Trustee by Notice to the Company, or the Holders of at
least 25% in aggregate Principal Amount at Maturity of the Securities at the
time outstanding by notice to the Company and the Trustee, may declare the Issue
Price plus Accrued Original Issue Discount and accrued and unpaid Contingent
Cash Interest, if any, through the date of such declaration, on all the
Securities to be immediately due and payable. Upon such a declaration, such
Issue Price plus Accrued Original Issue Discount and accrued and unpaid
Contingent Cash Interest, if any, shall be due and payable


                                       36

<PAGE>

immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs
in respect of the Company and is continuing, the Issue Price plus Accrued
Original Issue Discount, and accrued and unpaid Contingent Cash Interest, if
any, on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, by notice to the Trustee
(and without notice to any other Securityholder) may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of the Issue Price plus Accrued Original Issue Discount plus accrued
and unpaid Contingent Cash Interest that have become due solely as a result of
acceleration and if all amounts due to the Trustee under Section 7.07 have been
paid. No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

         Section 6.03 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price plus Accrued Original Issue Discount and accrued and unpaid
Contingent Cash Interest, if any, on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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

         Section 6.04 Waiver of Past Defaults. Subject to Section 6.02, the
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder), may waive an existing Default and its consequences
except (a) an Event of Default described in Section 6.01(1) or Section 6.01(2),
(b) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Securityholder affected, or (c) a Default
which constitutes a failure to convert any Security in accordance with the terms
of Article 10. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.
This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and such
Section 316(a)1(B) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

         Section 6.05 Control by Majority. The Holders of a majority in
aggregate Principal Amount at Maturity of the Securities at the time outstanding
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it. This Section 6.05 shall be in lieu of Section
316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby expressly excluded
from this Indenture, as permitted by the TIA.


                                       37

<PAGE>

         Section 6.06 Limitation on Suits. A Securityholder may not pursue any
remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

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

         Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any
other provision of this Indenture, the right of any Holder to receive payment of
the Principal Amount at Maturity, Issue Price, Accrued Original Issue Discount,
Redemption Price, Purchase Price, Change in Control Purchase Price, and
Contingent Cash Interest, if any, in respect of the Securities held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, and to convert the Securities in accordance with Article 10, or
to bring suit for the enforcement of any such payment on or after such
respective dates or the right to convert, shall not be impaired or affected
adversely without the consent of such Holder.

         Section 6.08 Collection Suit by Trustee. If an Event of Default
described in Section 6.01(1) or Section 6.01(2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount owing with respect to the Securities
and the amounts provided for in Section 7.07.

         Section 6.09 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 their creditors, the Trustee (irrespective
of whether the Principal Amount at Maturity, Issue Price, Accrued Original Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
Contingent Cash Interest, if any, in respect of 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 any such amount) shall be entitled and empowered, by intervention in such
proceeding or otherwise,


                                       38

<PAGE>

                  (a) to file and prove a claim for the whole amount of the
         Principal Amount at Maturity, Issue Price, Accrued Original Issue
         Discount, Redemption Price, Purchase Price, Change in Control Purchase
         Price or Contingent Cash Interest, if any, as the case may be, and to
         file such other papers or documents as may be necessary or advisable in
         order to have the claims of the Trustee (including any claim for the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel or any other amounts due the Trustee
         under Section 7.07) and of the Holders allowed in such judicial
         proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

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

         Section 6.10 Priorities. If the Trustee collects any money pursuant to
this Article 6, it shall pay out the money in the following order:

                  FIRST: to the Trustee for amounts due under Section 7.07;

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

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

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

         Section 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made


                                       39

<PAGE>

by the party litigant. This Section 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 25% in aggregate Principal Amount at Maturity of the Securities at the
time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of the
TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as
permitted by the TIA.

         Section 6.12 Waiver of Stay, Extension or Usury Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Issue Price, Accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price and Contingent Cash Interest,
if any, in respect of Securities, or any interest on such amounts, as
contemplated herein, or which may affect the covenants or the performance of
this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

                                   ARTICLE 7
                                     TRUSTEE

         Section 7.01 Duties of Trustee. (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 its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others; and

                  (2) 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 case of any such certificates or opinions which
         by any provision hereof are specifically required to be furnished to
         the Trustee, the Trustee shall examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture, but need not confirm or investigate the accuracy of
         mathematical calculations or other facts stated therein.

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such
Section 315(a) is hereby expressly excluded from this Indenture, as permitted by
the TIA.

         (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:


                                       40

<PAGE>

                  (1) this paragraph (c) does not limit the effect of paragraph
         (b) of this Section 7.01;

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

         (e) The Trustee may refuse to perform any duty or exercise any right or
power or extend or risk its own funds or otherwise incur any financial liability
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

         (f) Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee (acting in
any capacity hereunder) shall be under no liability for interest on any money
received by it hereunder unless otherwise agreed in writing with the Company.

         Section 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the provisions of Section 7.01, and, except as expressly
excluded from this Indenture pursuant to said Section 7.01, under the TIA:

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

                  (b) 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;

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


                                       41

<PAGE>

                  (d) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken by it in good faith which it believes
         to be authorized or within its rights or powers conferred under this
         Indenture;

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

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

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

                  (h) 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 at the sole cost of the Company and shall incur no liability
         or additional liability of any kind by reason of such inquiry or
         investigation;

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

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

                  (k) the Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded.


                                       42

<PAGE>

         Section 7.03 Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

         Section 7.04 Trustee's Disclaimer. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration
statement for the Securities under the Securities Act or in the Indenture or the
Securities (other than its certificate of authentication), or the determination
as to which beneficial owners are entitled to receive any notices hereunder.

         Section 7.05 Notice of Defaults. If a Default occurs and if it is known
to the Trustee, the Trustee shall give to each Securityholder notice of the
Default within 90 days after it occurs unless such Default shall have been cured
or waived before the giving of such notice. Except in the case of a Default
described in Section 6.01(1) or 6.01(2), the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Securityholders. The second
sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b)
of the TIA and such proviso is hereby expressly excluded from this Indenture, as
permitted by the TIA. The Trustee shall not be deemed to have knowledge of a
Default unless a Responsible Officer of the Trustee has received written notice
of such Default.

         Section 7.06 Reports by Trustee to Holders. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Sections 313(b) and (c).

         A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each securities exchange, if any, on which the
Securities are listed. The Company agrees to promptly notify the Trustee
whenever the Securities become listed on any securities exchange and of any
delisting thereof.

         Section 7.07 Compensation and Indemnity. The Company agrees:

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

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


                                       43

<PAGE>

         (c) to indemnify the Trustee or any predecessor, Trustee and their
agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including attorney's fees and taxes (other than
taxes based upon, measured by or determined by the income of the Trustee))
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs and expenses of defending itself against any claim (whether
asserted by the Company or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

         To secure the Company's payment obligations in this Section 7.07, the
Holders shall have been deemed to have granted to the Trustee a lien prior to
the Securities on all money or property held or collected by the Trustee, except
that held in trust to pay the Principal Amount at Maturity, Issue Price, Accrued
Original Issue Discount, Redemption Price, Purchase Price, Change in Control
Purchase Price and Contingent Cash Interest, if any, as the case may be, on
particular Securities.

         The Company's payment obligations pursuant to this Section 7.07 shall
survive the discharge of this Indenture and the resignation or removal of the
Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(4) or (5), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

         Section 7.08 Replacement of Trustee. The Trustee may resign by so
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.08. The Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

                  (1) the Trustee fails to comply with Section 7.10;

                  (2) the Trustee is adjudged bankrupt or insolvent;

                  (3) a receiver or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint, by
resolution of its Board of Directors, a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Securityholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.07.


                                       44

<PAGE>

         If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor
Trustee.

         If the Trustee fails to comply with Section 7.10, any Securityholder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         Section 7.09 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

         Section 7.10 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA Sections 310(a)(1) and (2) and 310(b). The
Trustee (or its parent holding company) shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. Nothing herein contained shall prevent the Trustee from
filing with the Commission the application referred to in the penultimate
paragraph of TIA Section 310(b).

         Section 7.11 Preferential Collection of Claims Against Company. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8
                             DISCHARGE OF INDENTURE

         Section 8.01 Discharge of Liability on Securities. When (i) the Company
delivers to the Trustee all outstanding Securities (other than Securities
replaced pursuant to Section 2.07) for cancellation or (ii) all outstanding
Securities have become due and payable and the Company deposits with the Trustee
cash or, if expressly permitted by the terms of the Securities or the Indenture,
Common Stock (as applicable in accordance with the terms hereof) sufficient to
pay all amounts due and owing on all outstanding Securities (other than
Securities replaced pursuant to Section 2.07), and if in either case the Company
pays all other sums payable hereunder by the Company, then this Indenture shall,
subject to Section 7.07, cease to be of further effect. The Trustee shall join
in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the cost
and expense of the Company.

         Section 8.02 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, Holders entitled to the money or securities must look to
the Company for payment as general creditors unless an


                                       45

<PAGE>

applicable abandoned property law designates another person and the Trustee and
the Paying Agent shall have no further liability to the Securityholders with
respect to such money or securities for that period commencing after the return
thereof.

                                   ARTICLE 9
                                   AMENDMENTS

         Section 9.01 Without Consent of Holders. The Company and the Trustee
may amend this Indenture or the Securities without the consent of any
Securityholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;
         provided, however, that such amendment does not materially adversely
         affect the rights of any Securityholder;

                  (2) to comply with Article 5 or Section 10.14;

                  (3) to secure the Company's obligations under the Securities
         and this Indenture;

                  (4) to add to the Company's covenants for the benefit of the
         Securityholders or to surrender any right or power conferred upon the
         Company;

                  (5) to make any change to comply with the TIA, or any
         amendment thereto, or to comply with any requirement of the SEC in
         connection with the qualification of the Indenture under the TIA, or as
         necessary in connection with the registration of the Securities under
         the Securities Act; or

                  (6) to make any change that does not adversely affect the
         rights of any Holders.

         Section 9.02 With Consent of Holders. With the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, the Company and the Trustee may amend this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment to this Indenture or the Securities may not:

                  (1) change the provisions of this Indenture that relate to
         modifying or amending this Indenture;

                  (2) make any change in the manner of calculation or rate of
         accrual of Original Issue Discount, make any change in the manner of
         calculation or rate of accrual of, or that adversely affects the right
         to receive, Contingent Cash Interest, reduce the rate of interest
         referred to in paragraph 1 of the Securities, or extend the time for
         payment of Original Issue Discount, Contingent Cash Interest, if any,
         or interest, if any, on any Security;


                                       46

<PAGE>

                  (3) reduce the Principal Amount at Maturity, the Issue Price,
         Accrued Original Issue Discount or Contingent Cash Interest, if any,
         on, or change the Stated Maturity of, any Security;

                  (4) reduce the Redemption Price, Purchase Price or Change in
         Control Purchase Price of any Security;

                  (5) make any Security payable in money or securities other
         than that stated in the Security;

                  (6) make any change in Section 6.04, Section 6.07 or this
         Section 9.02, except to increase any percentage set forth therein;

                  (7) make any change that adversely affects the right to
         convert any Security;

                  (8) make any change that adversely affects the right to
         require the Company to purchase the Securities in accordance with the
         terms thereof and this Indenture;

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

                  (10) reduce the amount of principal payable upon acceleration
         of maturity of the Securities following a Default.

         It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

         After an amendment under this Section 9.02 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

         Section 9.03 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA.

         Section 9.04 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, waiver or other action by Holders becomes effective, a
consent thereto by a Holder of a Security hereunder is a continuing consent by
the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same obligation as the consenting Holder's Security,
even if notation of the amendment, waiver or other action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent
as to such Holder's Security or portion of the Security if the Trustee receives
the notice of revocation before the date as of which the amendment, waiver or
action is made effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

         Section 9.05 Notation on or Exchange of Securities. 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


                                       47

<PAGE>

so modified as to conform, in the opinion of the Board of Directors, 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.

         Section 9.06 Trustee to Sign Supplemental Indentures. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article 9 if the
amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may, but need
not, sign such supplemental indenture. In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.01) shall
be fully protected in relying upon, in addition to the documents required by
Section 13.04, an Officers' Certificate and an Opinion of Counsel stating that
such amendment is authorized or permitted by this Indenture.

         Section 9.07 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.

                                   ARTICLE 10
                                   CONVERSION

         Section 10.01 Conversion Privilege. A Holder of a Security may convert
such Security into shares of Common Stock at any time during the period stated
in paragraph 9 of the Securities, subject to the provisions of this Article 10.
The number of shares of Common Stock issuable upon conversion of a Security per
$1,000 of Principal Amount at Maturity thereof (the "Conversion Rate") shall be
that set forth in paragraph 9 in the Securities, subject to adjustment as herein
set forth.

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

         "Average Sale Price" means the average of the Sale Prices of the Common
Stock for the shorter of

                  (i) 30 consecutive trading days ending on the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated, or

                  (ii) the period (x) commencing on the date next succeeding the
         first public announcement of (a) the issuance of rights, warrants or
         options or (b) the distribution, in each case, in respect of which the
         Average Sale Price is being calculated and (y) proceeding through the
         last full trading day prior to the Time of Determination with respect
         to the rights, warrants or options or distribution in respect of which
         the Average Sale Price is being calculated (excluding days within such
         period, if any, which are not trading days), or


                                       48

<PAGE>

                  (iii) the period, if any, (x) commencing on the date next
         succeeding the Ex-Dividend Time with respect to the next preceding (a)
         issuance of rights, warrants or options or (b) distribution, in each
         case, for which an adjustment is required by the provisions of Section
         10.06(4), 10.07 or 10.08 and (y) proceeding through the last full
         trading day prior to the Time of Determination with respect to the
         rights, warrants or options or distribution in respect of which the
         Average Sale Price is being calculated (excluding days within such
         period, if any, which are not trading days).

In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 10.05(1), (2), (3) or (5) applies occurs during the period applicable
for calculating Average Sale Price pursuant to the definition in the preceding
sentence, Average Sale Price shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Sale Price of the Common
Stock during such period.

         "Time of Determination" means the time and date of the earlier of (i)
the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 10.07 or 10.08 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

         Section 10.02 Conversion Procedure. To convert a Security, a Holder
must satisfy the requirements in paragraph 9 of the Securities. The date on
which the Holder satisfies all those requirements is the conversion date (the
"Conversion Date"). The Conversion Agent shall notify the Company of the
Conversion Date within one Business Day of the Conversion Date. The Company
shall deliver to the Holder, through the Conversion Agent, no later than the
fifth Business Day following the Conversion Date, a certificate for the number
of full shares of Common Stock issuable upon the conversion and cash in lieu of
any fractional share determined pursuant to Section 10.03. The Person in whose
name the certificate representing such shares is registered shall be treated as
a stockholder of record on and after the Conversion Date; provided, however,
that no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

         No payment or adjustment will be made for accrued interest or dividends
on, or other distributions with respect to, any Common Stock except as provided
in this Article 10. On conversion of a Security, that portion of Accrued
Original Issue Discount and accrued Tax Original Issue Discount attributable to
the period from the Issue Date to, but excluding, the


                                       49

<PAGE>

Conversion Date and (except as provided below) that portion of accrued
Contingent Cash Interest attributable to the period from the last Contingent
Cash Interest Payment Date (or Issue Date, if such date has not occurred)
("Contingent Cash Interest Payment Date") to but excluding the Conversion Date
with respect to the converted Security shall not be cancelled, extinguished or
forfeited, but rather shall be deemed to be paid in full to the Holder thereof
through delivery of the Common Stock (together with the cash payment, if any, in
lieu of fractional shares) in exchange for the Security being converted pursuant
to the provisions hereof; and the fair market value of such shares of Common
Stock (together with any such cash payment in lieu of fractional shares) shall
be treated as delivered pro rata, to the extent thereof, first in exchange for
Accrued Original Issue Discount and accrued Tax Original Issue Discount to, but
excluding, the Conversion Date and accrued Contingent Cash Interest to, but
excluding, the Conversion Date, and the balance, if any, of such cash and/or the
fair market value of such Common Stock (together with any such cash payment in
lieu of fractional shares) shall be treated as delivered in exchange for the
Issue Price of the Security being converted pursuant to the provisions hereof.
Notwithstanding the foregoing, accrued but unpaid Contingent Cash Interest will
be payable upon conversion of Securities made concurrently with or after
acceleration of Securities following an Event of Default.

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

         A Security surrendered for conversion by a Holder during the period
from the close of business on any Common Stock Record Date to the opening of
business on the next Contingent Cash Interest Payment Date must be accompanied
by payment of an amount equal to the Contingent Cash Interest that the Holder is
to receive on the Securities surrendered for conversion, unless the Company has
provided such Holder with a notice of redemption with respect to such Securities
pursuant to Section 3.03 herein, in which case no such payment shall be made.

         If the last day on which a Security may be converted is a Legal
Holiday, the Security may be surrendered on the next succeeding day that is not
a Legal Holiday.

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

         Section 10.03 Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the Sale Price of the Common Stock,
on the last trading day prior to the Conversion Date, of a full share by the
fractional amount and rounding the product to the nearest whole cent.

         Section 10.04 Taxes on Conversion. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of


                                       50

<PAGE>

Common Stock upon the conversion. However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name other
than the Holder's name. The Conversion Agent may refuse to deliver the
certificates representing the Common Stock being issued in a name other than the
Holder's name until the Conversion Agent receives a sum sufficient to pay any
tax which will be due because the shares are to be issued in a name other than
the Holder's name. Nothing herein shall preclude any tax withholding required by
law or regulations.

         Section 10.05 Company to Provide Stock. The Company shall, prior to
issuance of any Securities under this Article 10, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.

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

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

         Section 10.06 Adjustment for Change in Capital Stock. If, after the
Issue Date of the Securities, the Company:

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

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

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

                  (4) pays a dividend or makes a distribution on its Common
         Stock in shares of its Capital Stock (other than Common Stock or
         rights, warrants or options for its Capital Stock); or

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

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


                                       51

<PAGE>

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

         If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 10 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article 10.

         Section 10.07 Adjustment for Rights Issue. If after the Issue Date of
the Securities, the Company distributes any rights, warrants or options to all
holders of its Common Stock entitling them, for a period expiring within 60 days
after the record date for such distribution, to purchase shares of Common Stock
at a price per share less than the Sale Price of the Common Stock as of the Time
of Determination, the Conversion Rate shall be adjusted in accordance with the
formula:

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

         where:

         R' = the adjusted Conversion Rate.

         R  = the current Conversion Rate.

         O  = the number of shares of Common Stock outstanding on the record
              date for the distribution to which this Section 10.07 is being
              applied.

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

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

         M = the Average Sale Price, minus, in the case of (i) a
             distribution to which Section 10.06(4) applies or (ii) a
             distribution to which Section 10.08 applies, for which, in each
             case, (x) the record date shall occur on or before the record
             date for the distribution to which this Section 10.07 applies
             and (y) the Ex-Dividend Time shall occur on or after the date
             of the Time of Determination for the distribution to which this
             Section 10.07 applies, the fair market value (on the record
             date for the distribution to which this Section 10.07 applies)
             of the:

                  (1) Capital Stock of the Company distributed in respect of
         each share of Common Stock in such Section 10.06(4) distribution; and

                  (2) assets of the Company or Debt securities or any rights,
         warrants or options to purchase securities of the Company distributed
         in respect of each share of Common Stock in such Section 10.08
         distribution.


                                       52

<PAGE>

                  The Board of Directors shall determine fair market values for
         the purposes of this Section 10.07.

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the rights, warrants
or options to which this Section 10.07 applies. If all of the shares of Common
Stock subject to such rights, warrants or options have not been issued when such
rights, warrants or options expire, then the Conversion Rate shall promptly be
readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of shares of Common Stock issued upon the
exercise of such rights, warrants or options.

         No adjustment shall be made under this Section 10.07 if the application
of the formula stated above in this Section 10.07 would result in a value of R'
that is equal to or less than the value of R.

         Section 10.08 Adjustment for Other Distributions. (a) If, after the
Issue Date of the Securities, the Company distributes to all holders of its
Common Stock any of its assets, excluding distributions of Capital Stock or
equity interests referred to in Section 10.08(b), or evidences of indebtedness
of the Company or any rights, warrants or options to purchase securities of the
Company (including securities or cash, but excluding (x) distributions of
Capital Stock referred to in Section 10.06(4) and distributions of rights,
warrants or options referred to in Section 10.07 and (y) cash dividends or other
cash distributions that are paid out of consolidated current net earnings or
earnings retained in the business as shown on the books of the Company, unless
such cash dividends or other cash distributions are Extraordinary Cash Dividends
(as defined below) (except for the above restrictions, "Regular Cash
Dividends")), the Conversion Rate shall be adjusted, subject to the provisions
of Section 10.08(c), in accordance with the formula:

                           R'  =  R  x  M
                                  -------
                                   M - F

where:

         R' = the adjusted Conversion Rate.

         R  = the current Conversion Rate.

         M  = the Average Sale Price, minus, in the case of a distribution
              to which Section 10.06(4) applies, for which (i) the record
              date shall occur on or before the record date for the
              distribution to which this Section 10.08(a) applies and (ii)
              the Ex-Dividend Time shall occur on or after the date of the
              Time of Determination for the distribution to which this
              Section 10.08(a) applies, the fair market value (on the record
              date for the distribution to which this Section 10.08(a)
              applies) of any Capital Stock of the Company distributed in
              respect of each share of Common Stock in such Section 10.06(4)
              distribution.


                                       53

<PAGE>

         F  = the fair market value (on the record date for the distribution
              to which this Section 10.08(a) applies) of the assets,
              securities, rights, warrants or options to be distributed in
              respect of each share of Common Stock in the distribution to
              which this Section 10.08(a) is being applied (including, in the
              case of cash dividends or other cash distributions giving rise
              to an adjustment, all such cash distributed concurrently).

              The Board of Directors shall determine fair market values for the
              purposes of this Section 10.08(a).

         The adjustment shall become effective immediately after the record date
for the determination of shareholders entitled to receive the distribution to
which this Section 10.08(a) applies.

         For purposes of this Section 10.08(a), the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (i) below. For purposes of item (i) below, the "Measurement
Period" with respect to a cash dividend on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends on the Common
Stock with Ex-Dividend Times occurring in the Measurement Period.

                  (i) If, upon the date prior to the Ex-Dividend Time with
         respect to a cash dividend on the Common Stock, the aggregate amount of
         such cash dividend together with the amounts of all Relevant Cash
         Dividends equals or exceeds on a per share basis the sum of (a) 5% of
         the Sale Price of the Common Stock on the last Trading Day preceding
         the date of declaration by the Board of Directors of the cash dividend
         or distribution with respect to which this provision is being applied,
         and (b) the quotient of the amount of any contingent interest paid on a
         Security during the Ex-Dividend Measurement Period and divided by the
         conversion rate in effect on the payment date of such relevant
         Contingent Interest Payment Date, then such cash dividend together with
         all Relevant Cash Dividends, shall be deemed to be an Extraordinary
         Cash Dividend and for purposes of applying the formula set forth above
         in this Section 10.08(a), the value of "F" shall be equal to (y) the
         aggregate amount of such cash dividend together with the amount of all
         Relevant Cash Dividends, minus (z) the aggregate amount of all Relevant
         Cash Dividends for which a prior adjustment in the Conversion Rate was
         previously made under this Section 10.08(a).

         In making the determinations required by item (i) above, the amount of
         cash dividends paid on a per share basis and the amount of any Relevant
         Cash Dividends specified in item (i) above shall be appropriately
         adjusted to reflect the occurrence during such period of any event
         described in Section 10.06.


                                       54

<PAGE>

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

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

where:

         R' = the adjusted Conversion Rate.

         R  = the current Conversion Rate.

         M  = the average of the Post-Distribution Prices of the Common Stock
for the 10 trading days commencing on and including the fifth trading day after
the date on which "ex-dividend trading" commences for such dividend or
distribution on the principal United States exchange or market which such
securities are then listed or quoted (the "Ex-Dividend Date").

         F  = the fair market value of the securities distributed in respect of
each share of Common Stock for which this Section 10.08(b) shall mean the number
of securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 10 trading days commencing on and including the fifth trading day after the
Ex-Dividend Date.

         (c) "Post-Distribution Price" of Capital Stock or any similar equity
interest on any date means the closing per unit sale price (or, if no closing
sale price is reported, the average of the bid and ask prices or, if more than
one in either case, the average of the average bid and the average ask prices)
on such date for trading of such units on a "when issued" basis without due
bills (or similar concept) as reported in the composite transactions for the
principal United States securities exchange on which such Capital Stock or
equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated;
provided that if on any date such units have not traded on a "when issued"
basis, the Post-Distribution Price shall be the closing per unit sale price (or,
if no closing sale price is reported, the average of the bid and ask prices or,
if more than one in either case, the average of the average bid and the average
ask prices) on such date for trading of such units on a "regular way" basis
without due bills (or similar concept) as reported in the composite transactions
for the principal United States securities exchange on which such Capital Stock
or equity interest is traded or, if the Capital Stock or equity interest, as the
case may be, is not listed on a United States national or regional securities
exchange, as reported by the National Association of Securities Dealers
Automated Quotation System or by the National Quotation Bureau Incorporated. In
the absence of such quotation, the Company shall be entitled to determine the
Post-Distribution Price on the basis of such quotations, which reflect the
post-distribution value of the Capital Stock or equity interests, as it
considers appropriate.

         Section 10.09 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in


                                       55

<PAGE>

the Conversion Rate. Any adjustments that are not made shall be carried forward
and taken into account in any subsequent adjustment.

         All calculations under this Article 10 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be (with one-half
of a cent and 5/10,000ths of a share being rounded upward).

         Section 10.10 When No Adjustment Required. No adjustment need be made
for a transaction referred to in Section 10.06, 10.07, 10.08, 10.14 or 10.19 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.

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

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

         The Company is not required to make an adjustment until adjustments
greater 1% have occurred.

         To the extent the Securities become convertible pursuant to this
Article 10 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash. The Conversion Rate shall not be adjusted
for any Accrued Original Issue Discount or Contingent Cash Interest.

         Section 10.11 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

         Section 10.12 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

         A voluntary increase of the Conversion Rate does not change or adjust
the Conversion Rate otherwise in effect for purposes of Section 10.06, 10.07 or
10.08.


                                       56

<PAGE>

         Section 10.13 Notice of Certain Transactions. If:

                  (1) the Company takes any action that would require an
         adjustment in the Conversion Rate pursuant to Section 10.06, 10.07 or
         10.08 (unless no adjustment is to occur pursuant to Section 10.10); or

                  (2) the Company takes any action that would require a
         supplemental indenture pursuant to Section 10.14; or

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

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

         Section 10.14 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 5.01 (other than a sale
of all or substantially all of the assets of the Company in a transaction in
which the holders of Common Stock immediately prior to such transaction do not
receive securities, cash or other assets of the Company or any other person) or
a merger or binding share exchange which reclassifies or changes the outstanding
Common Stock, the person obligated to deliver securities, cash or other assets
upon conversion of Securities shall enter into a supplemental indenture. If the
issuer of securities deliverable upon conversion of Securities is an Affiliate
of the successor Company, that issuer shall join in the supplemental indenture.

         The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 10. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

         If this Section applies, neither Section 10.06 nor 10.07 applies.

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or Debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
10.08(c), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 10.08, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into


                                       57

<PAGE>

which the Security is convertible, the kind and amount of securities, cash or
other assets comprising the distribution that such Holder would have received if
such Holder had converted the Security immediately prior to the record date for
determining the holders of Common Stock entitled to receive the distribution.

         Section 10.15 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 10.03, 10.06,
10.07, 10.08, 10.09, 10.10, 10.14 or 10.17 is conclusive.

         Section 10.16 Trustee's Adjustment Disclaimer. The Trustee has no duty
to determine when an adjustment under this Article 10 should be made, how it
should be made or what it should be. The Trustee has no duty to determine
whether a supplemental indenture under Section 10.14 need be entered into or
whether any provisions of any supplemental indenture are correct. The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities. The
Trustee shall not be responsible for the Company's failure to comply with this
Article 10. Each Conversion Agent shall have the same protection under this
Section 10.16 as the Trustee.

         Section 10.17 Simultaneous Adjustments. In the event that this Article
10 requires adjustments to the Conversion Rate under more than one of Sections
10.06(4), 10.07 or 10.08, and the record dates for the distributions giving rise
to such adjustments shall occur on the same date, then such adjustments shall be
made by applying, first, the provisions of Section 10.06, second, the provisions
of Section 10.08 and, third, the provisions of Section 10.07.

         Section 10.18 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 10, any subsequent event requiring an
adjustment under this Article 10 shall cause an adjustment to the Conversion
Rate as so adjusted.

         Section 10.19 Rights Issued in Respect of Common Stock Issued Upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 10 shall be entitled to receive the appropriate number
of rights ("Rights"), if any, and the certificates representing the Common Stock
issued upon such conversion shall bear such legends, if any, in each case as may
be provided by the terms of any shareholder rights agreement adopted by the
Company, as the same may be amended from time to time (in each case, a "Rights
Agreement"). Provided that such Rights Agreement requires that each share of
Common Stock issued upon conversion of Securities at any time prior to the
distribution of separate certificates representing the Rights be entitled to
receive such Rights, then, notwithstanding anything else to the contrary in this
Article 10, there shall not be any adjustment to the conversion privilege or
Conversion Rate as a result of the issuance of Rights, the distribution of
separate certificates representing the Rights, the exercise or redemption of
such Rights in accordance with any such Rights Agreement, or the termination or
invalidation of such Rights.

                                   ARTICLE 11
                               PAYMENT OF INTEREST

         Section 11.01 Interest Payments. If applicable, Contingent Cash
Interest, if any, on any Security that is payable in cash, and is punctually
paid or duly provided for, on the Contingent


                                       58

<PAGE>

Cash Interest Payment Date shall be paid to the person in whose name that
Security is registered at the close of business on the Common Stock Record Date
or Contingent Cash Interest Payment Date, as the case may be, for such interest
at the office or agency of the Company maintained for such purpose. Contingent
Cash Interest, if any, on any Security shall be paid in same-day funds by
transfer to an account maintained by the payee located inside the United States,
if the Trustee shall have received proper wire transfer instructions from such
payee not later than the related Common Stock Record Date or Contingent Cash
Interest Record Date accrual date, as the case may be, or, if no such
instructions have been received, by check drawn on a bank in New York City
mailed to the payee at its address set forth on the Registrar's books. In the
case of a permanent Global Security, Contingent Cash Interest, if any, payable
on any applicable payment date will be paid to the Depositary, with respect to
that portion of such permanent Global Security held for its account by Cede &
Co. for the purpose of permitting such party to credit the interest received by
it in respect of such permanent Global Security to the accounts of the
beneficial owners thereof.

         Section 11.02 Defaulted Interest. Except as otherwise specified with
respect to the Securities, any Contingent Cash Interest on any Security that is
payable, but is not punctually paid or duly provided for, within 30 days
following any applicable Contingent Cash Interest Payment Date (herein called
"Defaulted Interest", which term shall include any accrued and unpaid interest
that has accrued on such defaulted amount in accordance with paragraph 1 of the
Securities), shall forthwith cease to be payable to the registered Holder
thereof on the relevant Common Stock Record Date or Contingent Cash Interest
Record Date, as the case may be, by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the persons in whose names the 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 (which shall not be less than 20 days after such
         notice is received by the Trustee), and at the same time the Company
         shall deposit with the Trustee an amount of money equal to the
         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit on or prior to the date of the proposed payment, such
         money when deposited to be held in trust for the benefit of the persons
         entitled to such Defaulted Interest as in this clause provided.
         Thereupon the Trustee shall fix a special record date (the "Special
         Record Date") for the payment of such Defaulted Interest which shall be
         not more than 15 days and not less than 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 his address as it appears on the list of Securityholders
         maintained pursuant to Section 2.05 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 therefore having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the


                                       59

<PAGE>

         persons in whose names the Securities are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
         the Securities in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such 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.

         Section 11.03 Interest Rights Preserved. Subject to the foregoing
provisions of this Article 11 and Section 2.06, 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 Contingent Cash Interest accrued
and unpaid which were carried by such other Security.

                                   ARTICLE 12
                            CONTINGENT CASH INTEREST

         Section 12.01 Contingent Cash Interest. Commencing November 3, 2006,
the Company shall make payments of additional interest to the Holders of
Securities ("Contingent Cash Interest"), as set forth in Section 12.02 below,
during any six month period from November 3 to May 2 and from May 3 to November
2 (each a "Semi-annual Period") if, but only if, the average LYONs Market Price
of a Security with $1,000 Principal Amount at Maturity for the five trading days
in the relevant Five-Trading-Day Measurement Period (as defined below) equals
120% or more of the Relevant Value of such Security. During any Semi-annual
Period when Contingent Cash Interest is payable pursuant to this section, each
Contingent Cash Interest payment due and payable on each $1,000 Principal Amount
at Maturity of Security shall be calculated for any quarterly period of the
applicable Semi-annual Period, and in each instance shall equal the greater of
(i) .0625% of the average LYONs Market Price for the relevant Five-Trading-Day
Measurement Period and (ii) the sum of all Regular Cash Dividends paid by the
Company per share on the Common Stock during the applicable quarter of such
Semi-annual Period multiplied by the then applicable Conversion Rate, provided,
however, that if Regular Cash Dividends are not paid in such Semi-annual Period,
the Contingent Cash Interest shall be paid semi-annually at a rate of .125% of
the average LYONs Market Price for the Semi-annual Period. Contingent Cash
Interest shall accrue and be payable as of the record date, which shall be the
15th day preceding the last day of the relevant Semi-annual Period or if the
Company pays a regular cash dividend on its Common Stock during a quarter within
the relevant Semi-annual Period, to holders of Securities as of the record date
for such Common Stock dividend.

         As used in this Article 12, "Five-Trading-Day Measurement Period" means
the five trading days ending on the third trading day immediately preceding the
first day of the applicable Semi-annual Period; provided, however, that if the
Company declares a dividend on its Common Stock for which the record date for
such dividend (the "Common Stock Record Date") falls prior to the first day of
the next Semi-annual Period, but the payment date for such dividend falls within
such Semi-annual Period, then, the "Five-Trading-Day Measurement Period" shall
mean the five trading days ending on the third trading day immediately preceding
such Common Stock Record Date. "Relevant Value" means the sum of the Issue Price
and the Accrued Original Issue


                                       60

<PAGE>

Discount on such Security as of the day immediately preceding the first day of
the applicable Semi-annual Period. "LYONs Market Price" means, as of any date of
determination, the average of the secondary market bid quotations per $1,000
Principal Amount at Maturity of Securities obtained by the Bid Solicitation
Agent for $10 million Principal Amount at Maturity of Securities at
approximately 4:00 p.m., New York City time, on such determination date from
three independent nationally recognized securities dealers (none of which shall
be an Affiliate of the Company) selected by the Company; provided, however, that
if (a) at least three such bids are not obtained by the Bid Solicitation Agent
or (b) in the Company's reasonable judgment, the bid quotations are not
indicative of the secondary market value of the Securities as of such
determination date, then the LYONs Market Price for such determination date
shall equal the product of (i) the Conversion Rate in effect as of such
determination date multiplied by (ii) the average Sale Price of the Common Stock
for the five trading days ending on such determination date, appropriately
adjusted to take into account the occurrence, during the period commencing on
the first of such trading days during such five trading day period and ending on
such determination date, of any event described in Section 10.06, 10.07 or 10.08
(subject to the conditions set forth in Sections 10.09 and 10.10).

         The Original Issue Discount of the Securities will continue to accrue
whether or not Contingent Cash Interest payments are made or are payable.

         Section 12.02 Payment of Contingent Cash Interest; Contingent Cash
Interest Rights Preserved. If payable, Contingent Cash Interest shall be payable
as of the record date, which shall be the 15th day preceding the last day of the
relevant Semi-annual Period (in each case, a "Contingent Cash Interest Payment
Date") or, if the Company pays a Regular Cash Dividend on the Common Stock
during a quarter within a Semi-annual Period, on the record date for the related
Common Stock dividend. Contingent Cash Interest payments on any Security that
are payable, and are punctually paid or duly provided for, on any Contingent
Cash Interest Payment Date shall be paid to the Person who is the Holder of that
Security on the 15th day preceding the last day of such Semi-annual Period (the
"Contingent Cash Interest Record Date") or, if the Company pays regular cash
dividends on the Common Stock during one quarter within such Semi-annual Period,
the Common Stock Record Date. Each payment of Contingent Cash Interest on any
Security shall be paid (A) if such Security is held in the form of a Global
Security, in same-day funds by transfer to an account maintained by the payee
located inside the United States, or (B) if such Security is held in the form of
a Certificated Note, by check, mailed to the address of such Holder as set forth
in the Security Register. In the case of a Global Security, interest payable on
any Contingent Cash Interest Payment Date will be paid to the Depositary for the
purpose of permitting DTC to credit the interest received by it in respect of
such Global Security to the accounts of the beneficial owners thereof. If the
Company only pays a Regular Cash Dividend on the Common Stock during one quarter
within such Semi-annual Period, the remaining Contingent Cash Interest payments,
if any, will accrue and be payable as of the 15th day preceding the last day of
such Semi-annual Period.

         Upon determination that Holders of Securities will be entitled to
receive Contingent Cash Interest during a Semi-annual Period, prior to the start
of such Semi-annual Period, the Company will issue a press release and publish
such information on its Web site or through such other public medium as the
Company may use at that time.


                                       61

<PAGE>

         Section 12.03 Bid Solicitation Agent. The Bid Solicitation Agent shall
solicit bids from securities dealers, which the Company indicates that it
believes are willing to bid for the Securities. The Company initially appoints
the Trustee to act as the Bid Solicitation Agent. The Company may change the Bid
Solicitation Agent at its discretion; provided, however, that the Bid
Solicitation Agent may not be an Affiliate of the Company.

                                   ARTICLE 13
                                  MISCELLANEOUS

         Section 13.01 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         Section 13.02 Notices. Any request, demand, authorization, notice,
waiver, consent or communication shall be in writing and delivered in person or
delivery by courier guaranteeing overnight delivery or mailed by first-class
mail, postage prepaid, addressed as follows or transmitted by facsimile
transmission (confirmed by guaranteed overnight courier) to the following
facsimile numbers:

         if to the Company:

                  SUPERVALU INC.
                  11840 Valley View Road
                  Eden Prairie, MN  55344
                  Telephone No.:  (952) 828-4000
                  Facsimile No.:  (952) 828-4403
                  Attention:  Corporate Secretary

                  if to the Trustee:

                  The Chase Manhattan Bank
                  450 West 33rd Street
                  15th Floor
                  New York, New York  10001
                  Telephone No.:  (212) 946-7530
                  Facsimile No.:  (212) 946-8162
                  Attention:  Institutional Trust Services

         with a copy of any notice given pursuant to Article 6 to:

                  Dorsey & Whitney LLP
                  Suite 1500
                  50 South Sixth Street
                  Minneapolis, MN  55402
                  Telephone No.:  (612) 340-2600
                  Facsimile No.:  (612) 340-2868
                  Attention:  Gary L. Tygesson


                                       62

<PAGE>

         The Company or the Trustee by notice given to the other in the manner
provided above may designate additional or different addresses for subsequent
notices or communications.

         Any notice or communication given to a Securityholder shall be mailed
to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

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

         If the Company mails a notice or communication to the Securityholders,
it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion
Agent or co-registrar.

         Section 13.03 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

         Section 13.04 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate stating that, in the opinion of
         the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2) an Opinion of Counsel stating that, in the opinion of such
         counsel, such action is authorized or permitted by this Indenture and
         that all such conditions precedent have been complied with.

         Section 13.05 Statements Required in Certificate or Opinion. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

                  (1) a statement that each person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

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


                                       63

<PAGE>

                  (4) a statement that, in the opinion of each such person, such
         covenant or condition has been complied with.

         Section 13.06 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 13.07 Rules by Trustee, Paying Agent, Conversion Agent and
Registrar. The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar, Conversion Agent and the Paying Agent may also
make reasonable rules for their respective functions.

         Section 13.08 Calculations. The calculation of the Purchase Price,
Change in Control Purchase Price, Conversion Rate, Market Price, Sale Price of
the Common Stock and each other calculation to be made hereunder (other than the
LYONs Market Price) shall be the obligation of the Company. All calculations
made by the Company as contemplated pursuant to this Section 13.08 shall be
final and binding on the Company and the Holders absent manifest error. The
Trustee, Paying Agent, Conversion Agent, and Bid Solicitation Agent shall not be
obligated to recalculate, recompute or confirm any such calculations.

         Section 13.09 Legal Holidays. A "Legal Holiday" is any day other than a
Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action shall be taken on the next succeeding day that is not
a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or Contingent Cash
Interest, if any, shall accrue for the intervening period.

         Section 13.10 GOVERNING LAW. THIS INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         Section 13.11 No Recourse Against Others. A director, officer,
employee, agent, representative, stockholder or equity holder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

         Section 13.12 Successors. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 13.13 Multiple Originals. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this
Indenture.


                                       64

<PAGE>

         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                        SUPERVALU INC.

                                        By: /s/ Pamela Knous
                                            -----------------------------------
                                            Name:  Pamela K. Knous
                                            Title: Executive Vice President &
                                                   Chief Financial Officer


                                        THE CHASE MANHATTAN BANK,
                                        as Trustee

                                        By: /s/ Natalie B. Pesce
                                            -----------------------------------
                                            Name:  Natalie B. Pesce
                                            Title: Trust Officer


<PAGE>

                                   EXHIBIT A-1

                            [FORM OF GLOBAL SECURITY]

         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. THE HOLDER OF THIS SECURITY MAY CONTACT THE CORPORATE
SECRETARY, SUPERVALU INC., 11840 VALLEY VIEW ROAD, EDEN PRAIRIE, MN 55344 FOR
INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE
DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE OF THIS
SECURITY.

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

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

         THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY, THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH SUPERVALU INC. (THE
"COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR

                                     A-1-1

<PAGE>

OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO
EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING BELOW IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

         THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                                     A-1-2

<PAGE>

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

No. R-                                    CUSIP:  [        ]
Issue Date:  [          ], 20[  ]         Original Issue Discount:  $736.85
Issue Price:  $263.15                     (for each $1,000 Principal
(for each $1,000 Principal                Amount at Maturity)
Amount at Maturity)

         SUPERVALU INC., a Delaware corporation, promises to pay to Cede & Co.
or registered assigns, the Principal Amount at Maturity of
_________________________________________________ DOLLARS
($________________________) on November 2, 2031.

         This Security shall not bear interest except as specified below.
Original Issue Discount will accrue as specified below. This Security is
convertible as specified below.

         Additional provisions of this Security are set forth below.

Dated:                                  SUPERVALU INC.


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

TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

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

By:
    ------------------------------
         Authorized Officer

                                     A-1-3

<PAGE>

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

1.       Interest.

         This Security shall not bear interest, except as specified in this
paragraph or in paragraph 5. If the Principal Amount at Maturity hereof or any
portion of such Principal Amount at Maturity is not paid when due, or if
Contingent Cash Interest, if any, due hereon or any portion of such interest is
not paid when due in accordance with paragraph 5 hereof, then in each such case
the overdue amount shall, to the extent permitted by law, bear interest at the
rate of 4.50% per annum, compounded semi-annually, which interest shall accrue
from the date such overdue amount was originally due to the date payment of such
amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

         Original Issue Discount of any Security means the amount that accrues
in respect of such Security daily at a rate of 4.50% per year on the Issue Price
plus any previously accrued amounts beginning on the Issue Date. Original Issue
Discount will be calculated on a semi-annual bond equivalent basis, using a
360-day year comprised of twelve 30-day months.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. In addition, the Company will pay Contingent Cash Interest, if any,
to the extent not already included in the calculation of such other amounts. The
Company will pay any cash amounts in Cash. However, the Company may make such
cash payments by check payable in such money.

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

         Initially, The Chase Manhattan Bank, a New York banking corporation
(the "Trustee"), will act as Paying Agent, Conversion Agent, Registrar and Bid
Solicitation Agent. The Company may appoint and change any Paying Agent,
Conversion Agent, Registrar or co-registrar or Bid Solicitation Agent without
notice, other than notice to the Trustee, except that the Company will maintain
at least one Paying Agent in the State of New York, Borough of Manhattan, which
shall initially be an office or agency of the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Registrar or co-registrar. None of the Company, any of its Subsidiaries
or any of their Affiliates shall act as Bid Solicitation Agent.

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of
November 2, 2001 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include

                                     A-1-4

<PAGE>

those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings ascribed
thereto in the Indenture. The Securities are subject to all such terms, and
Securityholders are referred to the Indenture and the TIA for a statement of
those terms.

         The Securities are general unsecured obligations of the Company limited
to $705,000,000 aggregate Principal Amount at Maturity ($810,750,000 aggregate
Principal Amount at Maturity, if the over-allotment option granted to the
initial purchaser of the Securities is exercised in full) (subject to Section
2.07 of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

5.       Contingent Cash Interest.

         Subject to the conditions of the Indenture and the record date
provisions specified in this paragraph 5, the Company shall pay Contingent Cash
Interest to the Holders during any six-month period (a "Contingent Cash Interest
Period") from November 3 to May 2 and from May 3 to November 2, with the initial
six-month period commencing November 3, 2006, if the average LYONs Market Price
for the Five-Trading-Day Measurement Period preceding the first day of the
Contingent Cash Interest Period equals 120% or more of the sum of the Issue
Price of a Security and Original Issue Discount accrued thereon for such
Security as of the day immediately preceding the first day of the applicable
six-month period; provided, however, that if the Company declares a Common Stock
dividend for which the record date for such dividend (the "Common Stock Record
Date") falls prior to the first day of a Semi-annual Period, but the payment
date for such dividend falls within such Semi-annual Period, then the
"Five-Trading Day Measurement Period" shall mean the five Trading Days ending on
the third Trading Day immediately preceding such Common Stock Record Date .

         Contingent Cash Interest, if any, will accrue and be payable to holders
of this Security as of the record date, which shall be the 15th day preceding
the last day of the applicable six-month period or, if the Company pays regular
cash dividends on the Common Stock during a fiscal quarter within such six-month
period, the Common Stock Record Date. Original Issue Discount will continue to
accrue whether or not Contingent Cash Interest is paid.

         During any period when Contingent Cash Interest shall be payable, the
amount of Contingent Cash Interest payable per $1,000 Principal Amount at
Maturity hereof in respect of any quarterly period of the applicable Contingent
Cash Interest Period shall equal the greater of (x) .0625% of the average LYONs
Market Price for the relevant Five-Trading-Day Measurement Period and (y) the
sum of all Regular Cash Dividends paid by the Company per share on its Common
Stock during that quarterly period of the applicable Contingent Cash Interest
Period multiplied by the number of shares of Common Stock into which $1,000
Principal Amount at Maturity hereof is convertible pursuant to paragraph 9
hereof as of the accrual date for such Contingent Cash Interest; provided that
if the Company does not pay cash dividends during a Semi-annual Period, the
Company will pay contingent cash interest semi-annually at a rate of .125% of
the LYONs Market Price for the Five-Trading-Day Measurement Period.

                                     A-1-5

<PAGE>

         Upon determination that Holders will be entitled to receive Contingent
Cash Interest during a Contingent Cash Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its Web site or through such other
public medium as the Company may use at that time. The Company shall also notify
the Trustee of the declaration of any Regular Cash Dividends and the related
record and payment dates therefor.

6.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company in accordance with Article 3 of the Indenture at the Redemption
Prices set forth below, provided that the Securities are not redeemable prior to
October 1, 2006.

         The table below shows Redemption Prices of a Security per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect the Issue Price plus Accrued Original Issue Discount
calculated to each such date. The Redemption Price of a Security redeemed
between such dates shall include an additional amount reflecting the additional
Accrued Original Issue Discount accrued since the immediately preceding date in
the table. In addition to the Redemption Price payable with respect to all
Securities or portions thereof to be redeemed as of a Redemption Date, the
Holders of such Securities (or portions thereof) shall be entitled to receive
accrued and unpaid Contingent Cash Interest, if any, in respect thereof, which
shall be paid in cash on the Redemption Date.

                                                       (2)           (3)
                                        (1)         Accrued       Redemption
                                       LYON      Original Issue      Price
Redemption Date                     Issue Price     Discount      (1) + (2)
---------------                     -----------  --------------   ----------
October 1, 2006 ...................   $263.15         $64.32       $327.47
November 2, 2006 ..................   $263.15         $65.58       $328.73
November 2, 2007 ..................   $263.15         $80.54       $343.69
November 2, 2008 ..................   $263.15         $96.18       $359.33
November 2, 2009 ..................   $263.15        $112.53       $375.68
November 2, 2010 ..................   $263.15        $129.62       $392.77
November 2, 2011 ..................   $263.15        $147.50       $410.65
November 2, 2012 ..................   $263.15        $166.18       $429.33
November 2, 2013 ..................   $263.15        $185.72       $448.87
November 2, 2014 ..................   $263.15        $206.15       $469.30
November 2, 2015 ..................   $263.15        $227.50       $490.65
November 2, 2016 ..................   $263.15        $249.83       $512.98
November 2, 2017 ..................   $263.15        $273.18       $536.33
November 2, 2018 ..................   $263.15        $297.58       $560.73
November 2, 2019 ..................   $263.15        $323.10       $586.25
November 2, 2020 ..................   $263.15        $349.78       $612.93
November 2, 2021 ..................   $263.15        $377.67       $640.82
November 2, 2022 ..................   $263.15        $406.83       $669.98

                                     A-1-6

<PAGE>

                                                       (2)           (3)
                                        (1)         Accrued       Redemption
                                       LYON      Original Issue      Price
Redemption Date                     Issue Price     Discount      (1) + (2)
---------------                     -----------  --------------   ----------
November 2, 2023 ..................   $263.15        $437.32       $700.47
November 2, 2024 ..................   $263.15        $469.19       $732.34
November 2, 2025 ..................   $263.15        $502.52       $765.67
November 2, 2026 ..................   $263.15        $537.36       $800.51
November 2, 2027 ..................   $263.15        $573.79       $836.94
November 2, 2028 ..................   $263.15        $611.87       $875.02
November 2, 2029 ..................   $263.15        $651.69       $914.84
November 2, 2030 ..................   $263.15        $693.32       $956.47
November 2, 2031 ..................   $263.15        $736.85     $1,000.00

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

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

         Purchase Date                    Purchase Price
         -------------                    --------------

         October 1, 2003                     $286.54
         October 1, 2006                     $327.47
         October 1, 2011                     $409.08

         The Purchase Price (equal to the Issue Price plus Accrued Original
Issue Discount for the Purchase Date noted in the above table) may be paid, at
the option of the Company, in cash or by the issuance and delivery of shares of
Common Stock of the Company, or in any combination thereof in accordance with
the Indenture.

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder no later than 35 Business Days after the occurrence of a
Change in Control of the Company on or prior to October 1, 2006, but in no event
prior to the date on which such Change in Control occurs, for a Change in
Control Purchase Price equal to the Issue Price, plus Accrued Original Issue
Discount to but not including the Change in Control Purchase Date, which Change
in Control Purchase Price shall be paid in cash.

         A third party may make the offer and purchase of the Securities in lieu
of the Company in accordance with the Indenture.

                                     A-1-7

<PAGE>

         In addition to the Purchase Price or Change in Control Purchase Price,
as the case may be, payable with respect to all Securities or portions thereof
to be purchased as of the Purchase Date or the Change in Control Purchase Date,
as the case may be, the Holders of such Securities (or portions thereof) shall
be entitled to receive accrued and unpaid Contingent Cash Interest, if any, with
respect thereto, which Contingent Cash Interest shall be paid in cash promptly
following the later of the Purchase Date or the Change in Control Purchase Date,
as the case may be, and the time of delivery of such Securities to the Paying
Agent pursuant to the Indenture.

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

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

8.       Notice of Redemption.

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

9.       Conversion.

         (a) Conversion Based on Common Stock Price. Subject to the provisions
of this paragraph 9, Holders may convert the Securities into Common Stock on a
Conversion Date in any fiscal quarter commencing after February 23, 2002, if, as
of the last day of the preceding fiscal quarter, the Sale Price of the Common
Stock for at least 20 trading days in a period of 30 consecutive trading days
ending on the last trading day of such preceding fiscal quarter is greater than
the conversion trigger price. The "conversion trigger price" for any fiscal
quarter shall be a reference percentage, beginning at 120%, and declining .0847%
per fiscal quarter thereafter until it reaches approximately 110% for the fiscal
quarter beginning September 7, 2031, of the

                                     A-1-8

<PAGE>

accreted conversion price per share of Common Stock on the last day of such
preceding fiscal quarter.

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

                  o        the sum of the Issue Price and Accrued Original Issue
                           Discount to that day, by

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

         The "fiscal quarter" of the Company shall be the quarterly fiscal
period utilized by the Company for financial reporting purposes.

         (b) Conversion Based on Credit Rating. Subject to the provisions of
this paragraph 9, Holders may convert the Securities into Common Stock on a
Conversion Date during any period in which the credit rating assigned to the
Securities by a Rating Agency is at or below the Applicable Rating. "Rating
Agency" means (1) Moody's Investors Service, Inc. and its successors
("Moody's"), (2) Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies Inc., and its successors ("Standard & Poor's") or (3) if
Moody's or Standard & Poor's or both of them are not making ratings of the
Securities publicly available, a nationally recognized U.S. rating agency or
agencies, as the case may be, selected by the Company, which will be substituted
for Moody's or Standard & Poor's or both, as the case may be. "Applicable
Rating" means (1) in the case of Moody's, Ba3 (or its equivalent under any
successor ratings categories of Moody's), (2) in the case of Standard & Poor's,
BB (or its equivalent under any successor ratings categories of Standard &
Poor's) or (3) the equivalent in respect of ratings categories of any Rating
Agencies substituted for Moody's or Standard & Poor's.

         (c) Conversion Based on Redemption. Subject to the provisions of this
paragraph 9, a Holder may convert into Common Stock a Security or portion of a
Security which has been called for redemption pursuant to paragraph 6 hereof,
even if the LYONs are not otherwise convertible at such time, but such
Securities may be surrendered for conversion until the close of business on the
second Business Day immediately preceding the Redemption Date.

         (d) Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this paragraph 9, in the event that the Company
declares a dividend or distribution described in Section 10.07 of the Indenture,
or a dividend or a distribution described in Section 10.08 of the Indenture
where the fair market value of such dividend or distribution per share of Common
Stock, as determined in the Indenture, exceeds 15% of the Sale Price of the
Common Stock on the day immediately preceding the date of declaration for such
dividend or distribution, the Securities may be surrendered for conversion
beginning on the date the Company gives notice to the Holders of such right,
which shall not be less than 20 days prior to the Ex-Dividend Time for such
dividend or distribution, and Securities may be surrendered for conversion at
any time thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such dividend or
distribution will not take place.

                                     A-1-9

<PAGE>

         Subject to the provisions of this paragraph 9, in the event the Company
is a party to a consolidation, merger or binding share exchange or a transfer of
all or substantially all assets of the Company pursuant to which the Common
Stock would be converted into cash, securities or other property as set forth in
Section 10.14 of the Indenture, the Securities may be surrendered for conversion
at any time from and after the date which is 15 days prior to the anticipated
effective date until 15 days after the actual effective date of such
transaction, and at the effective date of such transaction the right to convert
a Security into Common Stock will be deemed to have changed into a right to
convert it into the kind and amount of cash, securities or other assets of the
Company or another person which the holder would have received if the holder had
converted its Security immediately prior to the transaction.

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

         The initial Conversion Rate is 9.6434 shares of Common Stock per $1,000
Principal Amount at Maturity, subject to adjustment upon occurrence of certain
events described in the Indenture. The Company will deliver cash in lieu of any
fractional share of Common Stock.

         A Security surrendered for conversion by a Holder during the period
from the close of business on any Common Stock Record Date to the opening of
business on the next Contingent Cash Interest Payment Date must be accompanied
by payment of an amount equal to the Contingent Cash Interest, if any, that the
Holder is to receive on the Securities surrendered for conversion, unless the
Company has provided such Holder with a notice of redemption with respect to
such Securities pursuant to Section 3.03 of the Indenture, in which case no such
payment shall be made.

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

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture.

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

                                     A-1-10

<PAGE>

         In the event that the Company declares a dividend or distribution
described in Section 10.07 of the Indenture, or a dividend or a distribution
described in Section 10.08 of the Indenture, where the fair market value of such
dividend or distribution per share of Common Stock, as determined in the
Indenture, exceeds 15% of the Sale Price of the Common Stock on the day
preceding the date of declaration for such dividend or distribution, the Company
shall give notice to the Holders, which shall not be less than 20 days prior to
the Ex-Dividend Date for such dividend or distribution.

         If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Stock may be changed into a right to convert it into the
kind and amount of securities, cash or other assets of the Company or another
person which the Holder would have received if the Holder had converted its
Securities immediately prior to the transaction.

         The Conversion Rate will not be adjusted for any accrued Contingent
Cash Interest, if any.

10.      Conversion Arrangement on Call for Redemption.

         Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment banks or other purchasers who may
agree with the Company to purchase such Securities from the Holders, to convert
them into Common Stock and to make payment for such Securities to the Trustee in
trust for such Holders.

11.      Defaulted Interest.

         Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant record date therefor by virtue of
having been such Holder, and such Defaulted Interest may be paid by the Company
as provided for in Section 10.01 of the Indenture.

12.      Denominations; Transfer; Exchange.

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

                                     A-1-11

<PAGE>

13.      Persons Deemed Owners.

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

14.      Unclaimed Money or Securities.

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

15.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, to comply
with Article 5 or Section 10.14 of the Indenture, to secure the Company's
obligations under this Security, to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, to
make any change to comply with the TIA or to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the TIA, or as
necessary in connection with the registration of the Securities under the
Securities Act or to make any change that does not adversely affect the rights
of any Holders.

16.      Defaults and Remedies.

         Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives indemnity or security reasonably satisfactory
to it. Subject to certain limitations, Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing Default (except a Default
in payment of amounts specified in Sections 6.01(1) and (2) of the Indenture) if
it determines that withholding notice is in their interests.

17.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may

                                     A-1-12

<PAGE>

otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

18.      No Recourse Against Others.

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

19.      Authentication.

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

20.      Abbreviations.

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

21.      GOVERNING LAW.

         THIS INDENTURE AND THE SECURITIES WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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






                                     A-1-13

<PAGE>

         The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture which has in it the text of this Security
in larger type. Requests may be made to:

                  SUPERVALU INC.
                  11840 Valley View Road
                  Eden Prairie, MN 55344
                  Attention:  Corporate Secretary


                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax ID 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.


                                CONVERSION NOTICE

To convert this Security into Common Stock of the Company, check the box:

                                      [_]

To convert only part of this Security, state the Principal Amount at Maturity to
be converted (which must be $1,000 or an integral multiple of $1,000):

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

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

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

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


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

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

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

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


------------------------------------------------------------------------------
Date: _____________________  Your Signature:__________________________________

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

                                     A-1-14

<PAGE>

                                   EXHIBIT B-1

                              Transfer Certificate

         In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $____________ Principal Amount
at Maturity of the above-captioned securities presented or surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities issuable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Securities for the reason checked below:

         [_]      A transfer of the Surrendered Securities is made to the
                  Company or any of its subsidiaries; or

         [_]      The transfer of the Surrendered Securities complies with Rule
                  144A under the Securities Act; or

         [_]      The transfer of the Surrendered Securities is pursuant to an
                  effective registration statement under the Securities Act; or

         [_]      The transfer of the Surrendered Securities is pursuant to
                  another available exemption from the registration requirement
                  of the Securities Act.

and unless the box below is checked, the undersigned confirms that, to the
undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an
"Affiliate").

         [_]      The transferee is an Affiliate of the Company.

DATE:
     --------------------      -----------------------------------------------
                                                  Signature(s)


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



                                      B-1-1

<PAGE>

                                     ANNEX C

                       Projected Payment Schedule Attached








































                                      C-1