FIRST SUPPLEMENTAL INDENTURE

                             between

                        GLOBAL MARINE INC.

                               and

                     WILMINGTON TRUST COMPANY

                            as Trustee



                          ______________



                           Dated as of

                          June 23, 2000

               TO INDENTURE DATED SEPTEMBER 1, 1997

                         _______________



       ZERO COUPON CONVERTIBLE DEBENTURES DUE JUNE 23, 2020




                        TABLE OF CONTENTS

                           ARTICLE ONE

                       THE 2020 DEBENTURES


Section 101 DESIGNATION OF 2020 DEBENTURES;
            ESTABLISHMENT OF FORM  . . . . . . . . . . . . . . .2
Section 102 TRANSFER AND EXCHANGE. . . . . . . . . . . . . . . .3
Section 103 AMOUNT . . . . . . . . . . . . . . . . . . . . . . .8
Section 104 ACCRUAL OF ORIGINAL ISSUE DISCOUNT; INTEREST . . . .9
Section 105 ADDITIONAL INTEREST. . . . . . . . . . . . . . . . .9
Section 106 DENOMINATIONS. . . . . . . . . . . . . . . . . . . .9
Section 107 PLACE OF PAYMENT . . . . . . . . . . . . . . . . . .9
Section 108 REDEMPTION . . . . . . . . . . . . . . . . . . . . .9
Section 109 CONVERSION . . . . . . . . . . . . . . . . . . . . 10
Section 110 MATURITY . . . . . . . . . . . . . . . . . . . . . 10
Section 111 REPURCHASE . . . . . . . . . . . . . . . . . . . . 10
Section 112 COVENANTS. . . . . . . . . . . . . . . . . . . . . 10
Section 113 AMOUNT DUE UPON EVENT OF DEFAULT . . . . . . . . . 10
Section 114 DISCHARGE OF LIABILITY ON 2020 DEBENTURES. . . . . 11
Section 115 OTHER TERMS OF 2020 DEBENTURES . . . . . . . . . . 11

                     ARTICLE TWO

             AMENDMENTS TO THE INDENTURE

Section 201 AMENDMENTS APPLICABLE ONLY TO 2020 DEBENTURES. . . 11
Section 202 DEFINITIONS. . . . . . . . . . . . . . . . . . . . 11
Section 203 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE15
Section 204 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES . 15
Section 205 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED . . 16
Section 206 REDEMPTION . . . . . . . . . . . . . . . . . . . . 16
Section 207 CONSOLIDATION, MERGER AND SALE . . . . . . . . . . 18
Section 208 DEFAULTS AND REMEDIES. . . . . . . . . . . . . . . 18
Section 209 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
            PRINCIPAL, PREMIUM AND INTEREST. . . . . . . . . . 18
Section 210 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS 19
Section 211 SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDER. . . 19
Section 212 CONVERSION, TAX EVENT, REPURCHASE. . . . . . . . . 19

                    ARTICLE THREE

               MISCELLANEOUS PROVISIONS

Section 301 INTEGRAL PART. . . . . . . . . . . . . . . . . . . 52
Section 302 GENERAL DEFINITIONS. . . . . . . . . . . . . . . . 53
Section 303 ADOPTION, RATIFICATION AND CONFIRMATION. . . . . . 53
Section 304 TRUST INDENTURE ACT CONTROLS . . . . . . . . . . . 53
Section 305 GOVERNING LAW. . . . . . . . . . . . . . . . . . . 53
Section 306 SEVERABILITY . . . . . . . . . . . . . . . . . . . 53
Section 307 COUNTERPART ORIGINALS. . . . . . . . . . . . . . . 53
Section 308 SUCCESSORS . . . . . . . . . . . . . . . . . . . . 54
Section 309 TABLE OF CONTENTS, HEADINGS, ETC.. . . . . . . . . 54
Section 310 BENEFIT OF FIRST SUPPLEMENTAL INDENTURE. . . . . . 54
Section 311 ACCEPTANCE BY TRUSTEE. . . . . . . . . . . . . . . 54

ANNEX A    Form of Zero Coupon Convertible Debentures Due
           June 23, 2020. . . . . . . . . . . . . . . . . . . A-1



     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 23, 2000,
between Global Marine Inc., a Delaware corporation (the "Company"),
and Wilmington Trust Company (the "Trustee").

                     RECITALS OF THE COMPANY

     WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of September 1, 1997 (the
"Indenture"), providing for the issuance from time to time of one
or more series of the Company's Securities;

     WHEREAS, Section 9.01(9) of the Indenture provides that the
Company and the Trustee may from time to time enter into one or
more indentures supplemental thereto to establish the form or terms
of Securities of a new series;

     WHEREAS, Sections 9.01(6) and 9.01(7) of the Indenture permit
the execution of supplemental indentures without the consent of any
Holders to add to the covenants of the Company for the benefit of,
and to add any additional Events of Default with respect to, all or
any series of Securities;

     WHEREAS, Section 9.01(8) of the Indenture permits the
execution of supplemental indentures without the consent of any
Holders to change or eliminate any provisions of the Indenture;
PROVIDED, that any such change or elimination does not adversely
affect in any material respect any outstanding Security of any
series created prior to the execution of such supplemental
indenture;

     WHEREAS, Section 2.01 of the Indenture provides that the
Company may enter into supplemental indentures to establish the
terms and provisions of a series of Securities issued pursuant to
the Indenture;

     WHEREAS, the Company desires to issue Zero Coupon Convertible
Debentures due June 23, 2020 (the "2020 Debentures"), a new series
of Security, the issuance of which was authorized by or pursuant to
resolutions of the Board of Directors of the Company;

     WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to supplement
and amend in certain respects the Indenture insofar as it will
apply only to the 2020 Debentures (and not to any other series);
and

     WHEREAS, all things necessary have been done to make the 2020
Debentures, when executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this First Supplemental
Indenture a valid agreement of the Company, in accordance with
their and its terms.

     NOW THEREFORE:

     In consideration of the premises provided for herein, the
Company and the Trustee mutually covenant and agree for the equal
and proportionate benefit of all Holders of the 2020 Debentures as
follows:



                        ARTICLE ONE
                    THE 2020 DEBENTURES

SECTION 101 DESIGNATION OF 2020 DEBENTURES; ESTABLISHMENT OF FORM

     There shall be a series of Securities designated "Zero Coupon
Convertible Debentures Due June 23, 2020" of the Company, and the
form thereof shall be substantially as set forth in Annex A hereto,
which is incorporated into and shall be deemed a part of this First
Supplemental Indenture, in each case with such appropriate
insertions, omissions, substitutions and other variations as are
required or permitted by the Indenture, and may have such letters,
numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the
rules of any securities exchange or as may, consistently herewith,
be determined by the officers of the Company executing such 2020
Debentures, as evidenced by their execution of the 2020 Debentures.

          (a)     RESTRICTED GLOBAL SECURITIES.  All of the 2020
Debentures are initially being offered and sold to qualified
institutional buyers as defined in Rule 144A (collectively, "QIBs"
or individually a "QIB") in reliance on Rule 144A under the
Securities Act and shall be issued initially in the form of one or
more Restricted Global Securities, which shall be deposited on
behalf of the purchasers of the 2020 Debentures represented thereby
with the Trustee, at its Corporate Trust Office, as Security
Custodian for the depositary, The Depository Trust Company ("DTC")
(such depositary, or any successor thereto, being hereinafter
referred to as the "Depositary"), and registered in the name of its
nominee, Cede & Co., duly executed by the Company and authenticated
by the Trustee as hereinafter provided.  The aggregate Principal
Amount of a Restricted Global Security may from time to time be
increased or decreased by adjustments made on the records of the
Security Custodian as hereinafter provided, subject in each case to
compliance with the Applicable Procedures.  Until sold pursuant to
Rule 144, pursuant to an effective registration statement under the
Securities Act or pursuant to any other available exemption (other
than Rule 144A) from the registration requirements of the
Securities Act, 2020 Debentures shall be deemed "Rule 144A
Securities" for the purpose of Section 4.03(b) of the Indenture and
entitled to the benefits thereof.

          (b)     GLOBAL SECURITIES IN GENERAL.  Each Global Security
shall represent such of the outstanding 2020 Debentures as shall be
specified therein and each shall provide that it shall represent
the aggregate amount of outstanding 2020 Debentures from time to
time endorsed thereon and that the aggregate amount of outstanding
2020 Debentures represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges,
redemptions, purchases or conversions of such 2020 Debentures.  Any
endorsement of a Global Security to reflect the amount of any
increase or decrease in the Principal Amount of Outstanding 2020
Debentures represented thereby shall be made by the Security
Custodian in accordance with the standing instructions and
procedures existing between the Depositary and the Security
Custodian.

           Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depositary or under
the Global Security, and the Depositary (including, for this
purpose, its nominee) may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the absolute owner
and Holder of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall (A) prevent the
Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or (B) impair, as between
the Depositary and its Agent Members, the operation of customary
practices governing the exercise of the rights of a Holder of any
2020 Debenture.

          (c)     CERTIFICATED SECURITIES.  Certificated Securities
shall be issued only under the limited circumstances provided in
Section 102(a)(1) hereof.

     The Company initially appoints The Depository Trust Company to
act as Depositary with respect to the Global Securities.

     The Company initially appoints the Trustee to act as Paying
Agent and Conversion Agent with respect to the 2020 Debentures.

SECTION 102 TRANSFER AND EXCHANGE

          (a)  TRANSFER AND EXCHANGE OF GLOBAL SECURITIES

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

               (2)     Notwithstanding any other provisions of this
     Indenture other  than the provisions set forth in Section
     102(a)(1) hereof, a Global Security  may not be transferred as
     a whole except by the Depositary to a  nominee of the
     Depositary or by a nominee of the Depositary to the
     Depositary or another nominee of the Depositary or by the
     Depositary  or any such nominee to a successor Depositary or
     a nominee of such successor Depositary.

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

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

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

such Registrar shall register the transfer or make the exchange as
requested; PROVIDED, HOWEVER, that the Certificated Securities
presented or surrendered for register of transfer or exchange:

               (A)  shall be duly endorsed or accompanied by a
     written instrument of transfer in accordance with the second
     paragraph of  Section 2.08 of the Indenture; and

               (B)  in the case of a Restricted Certificated
     Security, such  request shall be accompanied by the following
     additional information  and documents, as applicable:

                    (i) if such Restricted Certificated Security
          is being  delivered to the Registrar by a Holder for
          registration in the  name of such Holder, without
          transfer, or such Restricted  Certificated Security is
          being transferred to the Company or a  Subsidiary of the
          Company, a certification to that effect from  such Holder
          (in substantially the form set forth in the Transfer
          Certificate required pursuant to Section 102(e)(1)
          hereof);

                    (ii) if such Restricted Certificated Security
          is being  transferred to a person the Holder reasonably
          believes is a QIB  in accordance with Rule 144A or
          pursuant to an effective  registration statement under
          the Securities Act, a certification  to that effect from
          such Holder (in substantially the form set  forth in the
          Transfer Certificate); or

                    (iii) if such Restricted Certificated Security
          is being  transferred (x) pursuant to an exemption from
          the registration  requirements of the Securities Act in
          accordance with Rule 144, (y) pursuant to an exemption
          from the registration requirements  of the Securities Act
          (other than pursuant to Rule 144A or Rule  144) and as a
          result of which, in the case of a Security  transferred
          pursuant to this clause (y), such Security shall  cease
          to be a "restricted security" within the meaning of Rule
          144, a certification to that effect from the Holder or
          (z) pursuant to an exemption from the registration
          requirements of the Securities Act to a non-U.S. person
          in an offshore transaction under Regulation S under the
          Securities Act, a certification to that effect from the
          transferor (in substantially the form set forth in the
          Transfer Certificate), and, in the case of each of (x),
          (y) and (z), if the Company or such Registrar so
          requests, a customary  opinion of counsel, certificates
          and other information reasonably  acceptable to the
          Company and such Registrar to the effect that such
          transfer is in compliance with the Securities Act.

          (c)  TRANSFER OF A BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL SECURITY FOR A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL
SECURITY.  Any person having a beneficial interest in a Restricted
Global Security may upon request, subject to the Applicable
Procedures, transfer such beneficial interest to a person who is
required or permitted to take delivery thereof in the form of an
Unrestricted Global Security.  Upon receipt by the Trustee of
written instructions or such other form of instructions as is
customary for the Depositary, from the Depositary or its nominee on
behalf of any person having a beneficial interest in a Restricted
Global Security and the following additional information and
documents in such form as is customary for the Depositary from the
Depositary or its nominee on behalf of the person having such
beneficial interest in the Restricted Global Security (all of which
may be submitted by facsimile or electronically):

          (1) if such beneficial interest is being
     transferred pursuant to  an effective registration statement
     under the Securities Act, a  certification to that effect from
     the transferor (in substantially the  form set forth in the
     Transfer Certificate); or

          (2) if such beneficial interest is being
     transferred (i) pursuant  to an exemption from the
     registration requirements of the Securities  Act in accordance
     with Rule 144 or (ii) pursuant to an exemption from  the
     registration requirements of the Securities Act (other than
     pursuant to Rule 144A or Rule 144) and as a result of which,
     in the  case of a Security transferred pursuant to this clause
     (ii), such  Security shall cease to be a "restricted security"
     within the meaning  of Rule 144, a certification to that
     effect from the transferor and, in the case of each of (i)
     and (ii), if  the Company or the Trustee so requests, a
     customary opinion of  counsel, certificates and other information
     reasonably acceptable to the Company and the Trustee to the effect
     that such transfer is in  compliance with the Securities Act,

the Trustee, as a Registrar and Security Custodian, shall reduce or
cause to be reduced the aggregate Principal Amount of the
Restricted Global Security by the appropriate Principal Amount and
shall increase or cause to be increased the aggregate Principal
Amount of the Unrestricted Global Security by a like Principal
Amount.  Such transfer shall otherwise be effected in accordance
with the Applicable Procedures.  If no Unrestricted Global Security
is then outstanding, the Company shall execute and the Trustee
shall, upon receipt of a Company Order (which the Company agrees to
deliver promptly), authenticate and deliver an Unrestricted Global
Security.

          (d) TRANSFERS OF CERTIFICATED SECURITIES FOR BENEFICIAL
INTEREST IN GLOBAL SECURITIES.  In the event that Certificated
Securities are issued in exchange for beneficial interests in
Global Securities and, thereafter, the events or conditions
specified in Section 102(a)(1) hereof which required such exchange
shall have ceased to exist, the Company shall mail notice to the
Trustee and to the Holders stating that Holders may exchange
Certificated Securities for interests in Global Securities by
complying with the procedures set forth in this Indenture and
briefly describing such procedures and the events or circumstances
requiring that such notice be given.  Thereafter, if Certificated
Securities are presented by a Holder to a Registrar with a request:

               (1) to register the transfer of such Certificated
     Securities to a  person who will take delivery thereof in the
     form of a beneficial  interest in a Global Security, which
     request shall specify whether  such Global Security will be a
     Restricted Global Security or an  Unrestricted Global
     Security; or

               (2) to exchange such Certificated Securities for an
     equal  Principal Amount of beneficial interests in a Global
     Security, which  beneficial interests will be owned by the
     Holder transferring such  Certificated Securities (provided
     that in the case of such an  exchange, Restricted Certificated
     Securities may be exchanged only for  Restricted Global
     Securities and Unrestricted Certificated Securities  may be
     exchanged only for Unrestricted Global Securities),

the Registrar shall register the transfer or make the exchange as
requested by canceling such Certificated Security and causing, or
directing the Security Custodian to cause, the aggregate Principal
Amount of the applicable Global Security to be increased
accordingly and, if no such Global Security is then outstanding,
the Company shall issue and the Trustee shall authenticate and
deliver a new Global Security; PROVIDED, HOWEVER, that the
Certificated Securities presented or surrendered for registration
of transfer or exchange:

               (A) shall be duly endorsed or accompanied by a
     written instrument  of transfer in accordance with the first
     paragraph of Section 2.08 of the Indenture;

               (B) in the case of a Restricted Certificated
     Security to be  transferred for a beneficial interest in an
     Unrestricted Global  Security, such request shall be
     accompanied by the following additional information and
     documents, as applicable:

                    (i) if such Restricted Certificated Security
          is being  transferred pursuant to an effective
          registration statement under  the Securities Act, a
          certification to that effect from such  Holder (in
          substantially the form set forth in the Transfer
          Certificate); or

                    (ii) if such Restricted Certificated Security
          is being transferred pursuant to (x) an exemption from
          the registration  requirements of the Securities Act in
          accordance with Rule 144 or (y) pursuant to an
          exemption from the registration requirements  of the
          Securities Act (other than pursuant to Rule 144A or Rule
          144) and as a result of which, in the case of a Security
          transferred pursuant to this clause (y), such Security
          shall  cease to be a "restricted security" within the
          meaning of Rule  144, a certification to that effect from
          such Holder, and, in the case of each of (x) and (y),
          if the Company or the Registrar so requests, a customary
          opinion of counsel, certificates and other information reasonably
          acceptable to the Company and the Trustee to the effect that such
          transfer is in compliance with the Securities Act;

               (C) in the case of a Restricted Certificated
     Security to be  transferred or exchanged for a beneficial
     interest in a Restricted  Global Security, such request shall
     be accompanied by a certification  from such Holder (in
     substantially the form set forth in the Transfer  Certificate)
     to the effect that such Restricted Certificated Security  is
     being transferred to (i) a person the Holder reasonably
     believes is a  QIB (which, in the case of an exchange, shall
     be such Holder) in  accordance with Rule 144A or (ii) a non-
     U.S. person in an offshore transaction under Regulation S
     under the Securities Act, and, in the case of (ii), if the
     Company or the Trustee so requests, a customary opinion of counsel,
     certificates and other information reasonably acceptable to the
     Company and the Trustee to the effect that such transfer is in
     compliance with the Securities Act; and

               (D) in the case of an Unrestricted Certificated
     Security to be  transferred or exchanged for a beneficial
     interest in an Unrestricted  Global Security, such request
     need not be accompanied by any  additional information or
     documents.

     (e)       LEGENDS.

               (1) Except as permitted by the following paragraphs
     (2) and (3),  each Global Security and Certificated Security
     (and all Securities  issued in exchange therefor or upon
     registration of transfer or  replacement thereof and any
     Common Stock issuable upon conversion  thereof) shall bear a
     legend in substantially the form called for by  footnote 2 to
     ANNEX A hereto (each a "Transfer Restricted Security" for so
     long as such Security or Common Stock issuable upon conversion
     thereof is required by this Indenture to bear such legend).
     Each  Transfer Restricted Security shall have attached thereto
     a certificate  (a "Transfer Certificate") in substantially the
     form called for by footnote 5 to ANNEX A hereto.

               (2) Upon any sale or transfer of a Transfer
     Restricted Security  (x) pursuant to Rule 144, (y) pursuant to
     an effective registration  statement under the Securities Act
     or (z) pursuant to any other  available exemption (other than
     Rule 144A) from the registration  requirements of the
     Securities Act and as a result of which, in the  case of a
     Security transferred pursuant to this clause (z), such
     Security shall cease to be a "restricted security" within the
     meaning  of Rule 144:

                     (A) in the case of any Restricted Certificated
          Security, any  Registrar shall permit the Holder thereof
          to exchange such  Restricted Certificated Security for an
          Unrestricted Certificated  Security, or (under the
          circumstances described in Section  102(d) hereof) to
          transfer such Restricted Certificated Security to a
          transferee who shall take such Security in the form of a
          beneficial interest in an Unrestricted  Global Security,
          and in  each case shall rescind any restriction on the
          transfer of such  Security; provided, however, that the
          Holder of such Restricted  Certificated Security shall,
          in connection with such exchange or transfer, comply with
          the other applicable  provisions of this Section 102; and

                     (B) in the case of any beneficial interest in
          a Restricted  Global Security, the Trustee shall permit
          the beneficial owner  thereof to transfer such beneficial
          interest to a transferee who shall take such interest in
          the form of a beneficial interest in  an Unrestricted
          Global Security and shall rescind any restriction  on
          transfer of such beneficial interest; PROVIDED, HOWEVER,
          that such  Unrestricted Global Security shall continue to
          be subject to the  provisions of Section 102(a)(2)
          hereof; and PROVIDED FURTHER, HOWEVER, that the  owner of
          such beneficial interest shall, in connection with such
          transfer, comply with the other applicable provisions of
          this  Section 102.

               (3)     Upon the exchange, registration of transfer or
     replacement of  Securities not bearing the legend described in
     paragraph (1) above,  the Company shall execute, the Trustee
     shall authenticate and deliver  Securities that do not bear
     such legend and which do not have a  Transfer Certificate
     attached thereto.

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

SECTION 103  AMOUNT.

          (a)  The Trustee shall authenticate and deliver 2020
Debentures for original issue in an aggregate Principal Amount of
up to $600,000,000 upon Company Order for the authentication and
delivery of 2020 Debentures, without any further action by the
Company; PROVIDED, HOWEVER, that in the event that the Company
sells any Securities pursuant to the over-allotment option (the
"Option") granted to the Initial Purchaser pursuant to Section 3 of
the Purchase Agreement, then the Trustee shall authenticate and
deliver Securities for original issue in an aggregate Principal
Amount of up to $600,000,000 plus up to an additional aggregate
Principal Amount of up to $60,000,000 of Securities sold pursuant
to the Option upon a Company Order.  The aggregate Principal Amount
of 2020 Debentures that may be authenticated and delivered under
the Indenture may not exceed the amount set forth in the foregoing
sentence, except for 2020 Debentures authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, other 2020 Debentures pursuant to Sections 2.08, 2.09, 2.12,
3.07, 9.05. 12.11 and 13.04 of the Indenture.

           (b)  The Company may not issue new 2020 Debentures to
replace 2020 Debentures that it has paid or delivered to the
Trustee for cancellation or that any Holder has converted pursuant
to Article XI.

SECTION 104  ACCRUAL OF ORIGINAL ISSUE DISCOUNT; INTEREST.

     The 2020 Debentures shall be Original Issue Discount
Securities.  Original Issue Discount shall accrue with respect to
the 2020 Debentures at the rate set forth under the caption
"Interest" in the 2020 Debentures, commencing on the Issue Date of
the 2020 Debentures.  Except as provided under the caption "Tax
Event" in the 2020 Debentures and in Article XIV hereof, there
shall be no periodic payments of interest on the 2020 Debentures.

SECTION 105  ADDITIONAL INTEREST.

     Additional Interest with respect to the 2020 Debentures shall
be payable in accordance with the provisions and in the amounts set
forth in the Registration Rights Agreement.

SECTION 106  DENOMINATIONS.

     The 2020 Debentures shall be in fully registered form without
coupons in denominations of $1,000 of Principal Amount or any
integral multiple thereof.

SECTION 107  PLACE OF PAYMENT.

     The Place of Payment for the 2020 Debentures and the place or
places where the 2020 Debentures may be surrendered for
registration of transfer, exchange, repurchase, redemption or
conversion and where notices may be given to the Company in respect
of the 2020 Debentures is at the office or agency of the Trustee in
New York, New York; provided, however, that payment of interest may
be made at the option of the Company by check mailed to the address
of the Person entitled thereto as such address shall appear in the
Security Register (as defined in the Indenture).  Payments in
respect of the 2020 Debentures evidenced by a Global Security shall
be made by transfer of immediately available funds to the accounts
specified by the Holder of the Global Security.

SECTION 108  REDEMPTION.

          (a)  There shall be no sinking fund for the retirement of
the 2020 Debentures.

          (b)  The Company, at its option, may redeem the 2020
Debentures in accordance with the provisions of and at the
Redemption Prices set forth under the captions "Optional
Redemption" and "Notice of Redemption" in the 2020 Debentures and
in accordance with the provisions of the Indenture, including,
without limitation, Article III.

SECTION 109  CONVERSION.

     The 2020 Debentures shall be convertible in accordance with
the provisions and at the Conversion Rate set forth under the
caption "Conversion" in the 2020 Debentures and in accordance with
the provisions of the Indenture, including, without limitation,
Article XI.

SECTION 110  MATURITY.

     The date on which the principal of the 2020 Debentures matures
and is payable, unless accelerated or required to be repurchased
pursuant to the Indenture, shall be June 23, 2020.

SECTION 111  REPURCHASE.

          (a)  The 2020 Debentures shall be repurchased by the
Company in accordance with the provisions and at the Repurchase
Prices set forth under the caption "Repurchase by the Company at
the Option of the Holder" in the 2020 Debentures and in accordance
with the provisions of the Indenture, including, without
limitation, Article XII.

          (b)  The 2020 Debentures shall be repurchased by the
Company in accordance with the provisions of and at the Change in
Control Purchase Prices set forth under the caption "Purchase of
Securities at Option of Holder Upon a Change in Control" in the
2020 Debentures and in accordance with the provisions of the
Indenture, including, without limitation, Article XIII.

SECTION 112  COVENANTS.

     The 2020 Debentures shall benefit from each of the covenants
set forth in Article IV of the Indenture, including, without
limitation, Sections 4.08 ("Limitations on Liens") and 4.09
("Limitations on Sale/Leaseback Transactions") of the Indenture,
and the related definitions set forth in Section 1.01 of the
Indenture.

SECTION 113  AMOUNT DUE UPON EVENT OF DEFAULT.

     The portion of the Principal Amount of each 2020
Debenture that shall become due pursuant to Section 6.02 in the
circumstances specified therein upon an Event of Default shall be
the Issue Price plus accrued Original Issue Discount on such 2020
Debentures (or, if the 2020 Debentures have been converted to
interest bearing 2020 Debentures pursuant to Section 14.01, the
Restated Principal Amount and all accrued and unpaid interest
thereon from the date of conversion).

SECTION 114  DISCHARGE OF LIABILITY ON 2020 DEBENTURES.

     The 2020 Debentures may be discharged by the Company in
accordance with the provisions of Article VIII of the Indenture.

SECTION 115 OTHER TERMS OF 2020 DEBENTURES.

     Without limiting the foregoing provisions of this Article One,
the terms of the 2020 Debentures shall be as set forth in the form
of the 2020 Debentures set forth in Annex A hereto and as provided
in the Indenture.


                        ARTICLE TWO

                AMENDMENTS TO THE INDENTURE

SECTION 201  AMENDMENTS APPLICABLE ONLY TO 2020 DEBENTURES.

     The amendments contained herein shall apply to the 2020
Debentures only and not to any other series of Security issued
under the Indenture and any covenants provided herein are expressly
being included solely for the benefit of the 2020 Debentures and
not for the benefit of any other series of Security issued under
the Indenture.  These amendments shall be effective for so long as
there remain any 2020 Debentures Outstanding.

SECTION 202  DEFINITIONS.

     Section 1.01 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
inserting or restating, as the case may be, in their appropriate
alphabetical position, the following definitions:

     "ADDITIONAL INTEREST" shall have the meaning set forth in the
Registration Rights Agreement.

     "AGENT MEMBERS" has the meaning specified in Section 101.

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

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

     "CERTIFICATED SECURITY" means a Security that is in
substantially the form attached hereto as ANNEX A and that does not
include the information or the schedule called for by footnotes 1,
4 and 5 thereof.

     "CHANGE IN CONTROL" has the meaning specified in Section
13.01(a).

     "CHANGE IN CONTROL PURCHASE DATE" has the meaning specified in
Section 13.01(c).

     "CHANGE IN CONTROL PURCHASE NOTICE" has the meaning specified
in Section 13.01(c).

     "CHANGE IN CONTROL PURCHASE PRICE" has the meaning specified
in Section 13.01(c).

     "COMMON STOCK" means any stock of any class of the Company
(including, without limitation, the Company's common stock, par
value $0.01 per share) which has no preference in respect of
dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company.

     "COMPANY NOTICE DATE" has the meaning specified in Section
12.03.

     "CONVERSION AGENT" shall be the agent specified in Section
101.

     "CONVERSION DATE" has the meaning specified in Section 11.02.

     "CONVERSION RATE" has the meaning specified in Section 11.01.

     "DEPOSITARY" has the meaning specified in Section 101.

     "DETERMINATION DATE" has the meaning specified in Section
11.06(d)(1).

     "DTC" has the meaning specified in Section 101.

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

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

     "GLOBAL SECURITY" means a permanent Global Security that is in
substantially the form attached hereto as ANNEX A and that includes
the information and schedule called for by  footnotes 1, 3 and 4
thereof and which is deposited with the Depositary or the Security
Custodian and registered in the name of the Depositary or its
nominee.

     "GROUP" has the meaning specified in Section 13.01(a).

     "INDENTURE" has the meaning specified in the recitals.

     "ISSUE DATE" of any 2020 Debenture means the date on which the
2020 Debenture was originally issued or deemed issued as set forth
on the face of the 2020 Debenture.

     "ISSUE PRICE" of any 2020 Debenture means, in connection with
the original issuance of such 2020 Debenture, the initial issue
price at which the 2020 Debenture is sold as set forth on the face
of the 2020 Debenture.

     "MARKET PRICE" has the meaning specified in Section 12.04.

     "NON-ELECTING SHARE" has the meaning specified in Section
11.11.

     "NYSE" has the meaning specified in Section 11.06(e).

     "NASDAQ" has the meaning set forth in Section 11.06(e).

     "OPTION EXERCISE DATE" has the meaning specified in Section
14.01.

     "ORIGINAL ISSUE DISCOUNT" of any 2020 Debenture means the
difference between the Issue Price and the Principal Amount of the
2020 Debenture as set forth on the face of the 2020 Debenture.

     "PRINCIPAL AMOUNT" of a 2020 Debenture means the principal
amount due at the Stated Maturity of the 2020 Debentures as set
forth on the face of the 2020 Debenture.

     "PURCHASE AGREEMENT" means the Purchase Agreement, dated as of
June 20, 2000, between the Company and Credit Suisse First Boston
Corporation.

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

     "QIB" has the meaning specified in Section 101.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of June 23, 2000, between the Company and
Credit Suisse First Boston Corporation.

     "REGULATION S" means Regulation S under the Securities Act or
any successor to such Rule.

     "REPURCHASE DATE" has the meaning specified in Section 12.01.

     "REPURCHASE NOTICE" has the meaning specified in Section
12.01.

     "REPURCHASE PRICE" has the meaning specified in Section 12.01.

     "RESTATED PRINCIPAL AMOUNT" has the meaning specified in
Section 14.01.

     "RESTRICTED CERTIFICATED SECURITY" means a Certificated
Security which is a Transfer Restricted Security.

     "RESTRICTED GLOBAL SECURITY" means a Global Security that is
a Transfer Restricted Security.

     "RULE 144" means Rule 144 under the Securities Act or any
successor to such Rule.

     "RULE 144A" means Rule 144A under the Securities Act or any
successor to such Rule.

     "SALE PRICE" has the meaning specified in Section 12.04.

     "SECURITIES" means any securities authenticated and delivered
under the Indenture, as the same may be amended or supplemented,
including 2020 Debentures.

     "SECURITIES ACT" means the Securities Act of 1933, as amended,
or any successor statute.

     "TAX EVENT" means that the Company shall have received an
opinion from independent tax counsel experienced in such matters to
the effect that, on or after June 23, 2000, as a result of (a) any
amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or
therein or (b) any amendment to, or change in, an interpretation or
application of such laws or regulations by any legislative body,
court, governmental agency or regulatory authority, in each case,
which amendment or change is enacted, promulgated, issued or
announced or which interpretation is issued or announced or which
action is taken, on or after June 23, 2000, there is more than an
insubstantial risk that interest (including Original Issue
Discount) payable on the 2020 Debentures either (i) would not be
deductible on a current accrual basis or (ii) would not be
deductible under any other method, in either case, in whole or in
part, by the Company (by reason of deferral, disallowance or
otherwise) for United States Federal income tax purposes.

     "TAX EVENT DATE" has the meaning specified in Section 14.01.

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

     "TRADING DAY" means a day during which trading in securities
generally occurs on the NYSE or, if the Common Stock is not listed
on the NYSE, on the principal other national or regional securities
exchange on which the Common Stock is then listed or, if the Common
Stock is not listed on a national or regional securities exchange,
on the NASDAQ or, if the Common Stock is not quoted on the NASDAQ,
on the other principal market on which the Common Stock are then
traded.

     "TRANSFER CERTIFICATE" has the meaning specified in Section
102(e)(1).

     "TRANSFER RESTRICTED SECURITIES" has the meaning specified in
Section 102(e)(1).

     "TRIGGER EVENT" has the meaning specified in Section 11.06(c).

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

     "2020 DEBENTURES" has the meaning specified in the recitals.

     "UNRESTRICTED CERTIFICATED SECURITY" means a Certificated
Security which is not a Transfer Restricted Security.

     "UNRESTRICTED GLOBAL SECURITY" means a Global Security which
is not a Transfer Restricted Security.


SECTION 203  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Indenture is hereby amended, subject to Section 201 hereof
and with respect to the 2020 Debentures only, by replacing the
final sentence of the third paragraph of Section 2.08 with the
following paragraph:

          The Company shall not be required (i) to
          issue, register the transfer of or exchange
          the Securities of any series during a period
          beginning at the opening of business 15 days
          before the day of the mailing of a notice of
          redemption of Securities of that series
          selected for redemption and ending at the
          close of business on the day of such mailing,
          (ii) to register the transfer of or exchange
          any 2020 Debenture so selected for redemption
          in whole or in part, except the unredeemed
          portion of any Security being redeemed in
          part, or (iii) to exchange or register a
          transfer of any 2020 Debenture or portions
          thereof in respect of which a Change in
          Control Purchase Notice or Repurchase Notice
          has been delivered and not withdrawn by the
          Holder thereof (except, in the case of the
          purchase of a 2020 Debenture in part, the
          portion not to be purchased).

SECTION 204 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     The Indenture is hereby amended, subject to Section 201 hereof
and with respect to the 2020 Debentures only, by replacing the
second sentence of Section 2.09 with the following sentence:

          If any such mutilated, destroyed, lost or
          stolen Security has or is about to become due
          and payable, or is about to be redeemed or
          purchased by the Company upon a Change in
          Control pursuant to Article XIII or purchased
          by the Company on a Repurchase Date pursuant
          to Article XII, the Company in its discretion
          may, instead of issuing a new Security, pay
          such Security.

SECTION 205 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     The Indenture is hereby amended, subject to Section 201 hereof
and with respect to the 2020 Debentures only, by inserting the
following paragraph before the final paragraph in Section 2.14:

          In the event the Company exercises its option
          pursuant to Section 14.01, then in the case of
          any 2020 Debenture or portion thereof which is
          surrendered for conversion after the Regular
          Record Date immediately preceding any Interest
          Payment Date and on or prior to such next
          succeeding Interest Payment Date (unless such
          2020 Debenture or portion thereof which is
          being surrendered for conversion has been
          called for redemption on a Redemption Date
          within such period), interest whose Stated
          Maturity is on such Interest Payment Date
          shall be payable on such Interest Payment Date
          notwithstanding such conversion, and such
          interest (whether or not punctually paid or
          duly provided for) shall be paid to the Person
          in whose name that 2020 Debenture (or one or
          more Predecessor Securities) is registered at
          the close of business on such Regular Record
          Date; PROVIDED, HOWEVER, that such payment of
          interest shall be subject to the payment to
          the Company by the Holder of such 2020
          Debenture or portion thereof surrendered for
          conversion (such payment to accompany such
          surrender) of an amount equal to the amount of
          such interest, in accordance with Section
          1102. Except as otherwise provided in the
          immediately preceding sentence, in the case of
          any 2020 Debenture which is converted,
          interest whose Stated Maturity is after the
          date of conversion of such 2020 Debenture
          shall not be payable.

SECTION 206  REDEMPTION.

          (a) Article III of the Indenture is hereby amended,
subject to Section 201 hereof and with respect to the 2020
Debentures only, by replacing "30" in Section 3.04 with "15."

          (b) Article III of the Indenture is hereby amended,
subject to Section 201 hereof and with respect to the 2020
Debentures only, by inserting the following section after Section
3.11:

SECTION 3.12  CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

          In connection with 2020 Debentures, the
          Company may arrange for the purchase and
          conversion of any 2020 Debentures called for
          redemption by an agreement with one or more
          investment bankers or other purchasers to
          purchase such 2020 Debentures by paying to a
          Paying Agent (other than the Company or any of
          its Affiliates) in trust for the Holders, on
          or before 11:00 a.m. New York City time on the
          Redemption Date, an amount that, together with
          any amounts deposited with such Paying Agent
          by the Company for the redemption of such 2020
          Debentures, is not less than the Redemption
          Price of such 2020 Debentures. Notwithstanding
          anything to the contrary contained in this
          Article III, the obligation of the Company to
          pay the Redemption Price of such 2020
          Debentures, including interest, if any, shall
          be deemed to be satisfied and discharged to
          the extent such amount is so paid by such
          purchasers; provided, however, that nothing in
          this Section 3.12 shall relieve the Company of
          its obligation to pay the Redemption Price on
          2020 Debentures called for redemption. If such
          an agreement is entered into, any 2020
          Debentures called for redemption and not
          surrendered for conversion by the Holders
          thereof prior to the relevant Redemption Date
          may, at the option of the Company upon written
          notice to the Trustee, be deemed, to the
          fullest extent permitted by law, acquired by
          such purchasers from such Holders and
          (notwithstanding anything to the contrary
          contained in Article III) surrendered by such
          purchasers for conversion, all as of 11:00
          A.M. New York City time on the Redemption
          Date, subject to payment of the above amount
          as aforesaid. The Paying Agent shall hold and
          pay to the Holders whose 2020 Debentures are
          selected for redemption any such amount paid
          to it for purchase in the same manner as it
          would money deposited with it by the Company
          for the redemption of 2020 Debentures. Without
          the Paying Agent's prior written consent, no
          arrangement between the Company and such
          purchasers for the purchase and conversion of
          any 2020 Debentures shall increase or
          otherwise affect any of the powers, duties,
          responsibilities or obligations of the Paying
          Agent as set forth in this Indenture, and the
          Company agrees to indemnify the Paying Agent
          from, and hold it harmless against, any loss,
          liability or expense arising out of or in
          connection with any such arrangement for the
          purchase and conversion of any 2020 Debentures
          between the Company and such purchasers,
          including the costs and expenses incurred by
          the Paying Agent in the defense of any claim
          or liability reasonably incurred without
          negligence or bad faith on its part arising
          out of or in connection with the exercise or
          performance of any of its powers, duties,
          responsibilities or obligations under this
          Indenture, in accordance with the indemnity
          provisions applicable to the Trustee set forth
          herein.

SECTION 207 CONSOLIDATION, MERGER AND SALE.

Section 5.01 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
inserting "and shall have expressly provided for conversion rights
in accordance with Section 11.11" at the end of Section 5.01(1)
before the semi-colon.

SECTION 208 DEFAULTS AND REMEDIES.

     Section 6.01 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
deleting subsections (1) and (2), and inserting instead the
following as new subsections (1) and (2) thereof:

          (1)     the Company defaults in the payment of any
     interest upon any 2020 Debenture when it becomes due and
     payable, after conversion of the 2020 Debentures to interest
     bearing debentures pursuant to Section 14.01, and continuance
     of such default for a period of 30 days; or

          (2)     the Company defaults in the payment of the
     Principal Amount at Maturity (or, if the 2020 Debentures have
     been converted to interest-bearing 2020 Debentures pursuant to
     Section 14.01, the Restated Principal Amount), the Issue Price
     plus accrued Original Issue Discount, the Redemption Price,
     the Repurchase Price or the Change in Control Purchase Price
     of any 2020 Debenture when the same becomes due and payable;
     or

SECTION 209 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

     Section 6.07 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
replacing that section with the following:

     SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision in this
          Indenture, the right of any Holder of a
          Security to receive payment of the principal
          of and (subject to Section 2.14) interest on
          such Security on or after the respective due
          dates expressed in such Security (or in the
          case of redemption, to receive the Redemption
          Price on the Redemption Date, in the case of a
          repurchase, to receive the Repurchase Price on
          the Repurchase Date, or in the case of a
          Change in Control, to receive the Change in
          Control Purchase Price on the Change in
          Control Purchase Date), or to institute suit
          for the enforcement of any such payment on or
          after such respective dates, is absolute and
          unconditional and shall not be impaired
          without the consent of the Holder.

SECTION 210  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

     Section 9.01 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
inserting the following paragraph:

          (12)    to make provision with respect to the
          conversion rights, if any, to Holders of 2020
          Debentures pursuant to the requirements of
          Article XI hereof.

SECTION 211  SUPPLEMENTAL INDENTURE WITH CONSENT OF HOLDER.

     Section 9.02 of the Indenture is hereby amended, subject to
Section 201 hereof and with respect to the 2020 Debentures only, by
inserting "; or (10) adversely affect the right to convert any 2020
Debenture as provided in Article XI, or adversely affect the right
to require the Company to repurchase the 2020 Debentures as
provided in Article XII" before the period at the end of Section
9.02(9).

SECTION 212  CONVERSION, TAX EVENT, REPURCHASE.

     The Indenture is hereby amended, subject to Section 201 hereof
and with respect to the 2020 Debentures only, by adding the
following Articles XI, XII, XIII and XIV to the Indenture:



                            ARTICLE XI

                            CONVERSION

     Section 11.01  CONVERSION PRIVILEGE.

          2020 Debentures shall be convertible in
          accordance with their terms and in accordance
          with this Article.

          A Holder of a 2020 Debenture may convert the
          Principal Amount of such 2020 Debenture (or
          any portion thereof equal to a Principal
          Amount of $1,000 or any integral multiple of a
          Principal Amount of $1,000 in excess thereof)
          into Common Stock at any time prior to the
          close of business on the date specified in the
          2020 Debentures, at the Conversion Rate then
          in effect. In case a 2020 Debenture or portion
          thereof is called for redemption pursuant to
          Article III, such conversion right shall
          terminate at the close of business on the
          Business Day immediately preceding the
          Redemption Date for such 2020 Debenture or
          such earlier date as the Holder presents such
          2020 Debenture for redemption (unless the
          Company shall default in making the redemption
          payment when due, in which case the conversion
          right shall terminate at the close of business
          on the date such default is cured and such
          2020 Debenture is redeemed).  The number of
          shares of Common Stock issuable upon
          conversion of a 2020 Debenture per $1,000 of
          Principal Amount thereof (the "Conversion
          Rate") shall be that set forth under
          "Conversion" in the 2020 Debentures, subject
          to adjustment as herein set forth. Provisions
          of this Indenture that apply to conversion of
          all of a 2020 Debenture also apply to
          conversion of a portion of a 2020 Debenture.
          A 2020 Debenture in respect of which a Holder
          has delivered a Repurchase Notice or Change in
          Control Purchase Notice exercising the option
          of such Holder to require the Company to
          purchase such 2020 Debenture, may be converted
          only if such notice of exercise is withdrawn
          in accordance with the terms of this
          Indenture. A Holder of 2020 Debentures is not
          entitled to any rights of a holder of Common
          Stock until such Holder has converted its 2020
          Debentures to Common Stock, and only to the
          extent such 2020 Debentures are deemed to have
          been converted into Common Stock pursuant to
          this Article XI.

     SECTION 11.02  CONVERSION PROCEDURE.

          To convert a 2020 Debenture, a Holder must (a)
          complete and manually sign the conversion
          notice on the back of the 2020 Debenture and
          deliver such notice to a Conversion Agent, (b)
          surrender the 2020 Debenture to a Conversion
          Agent, (c) furnish appropriate endorsements
          and transfer documents if required by the
          Security Registrar or a Conversion Agent, and
          (d) pay any transfer or similar tax, if
          required. The date on which the Holder
          satisfies all of those requirements is the
          "Conversion Date." As soon as practicable
          after the Conversion Date, the Company shall
          deliver to the Holder through a Conversion
          Agent a certificate for the number of whole
          shares of Common Stock issuable upon the
          conversion and cash in lieu of any fractional
          shares pursuant to Section 11.03. Anything
          herein to the contrary notwithstanding, in the
          case of Global Securities, conversion notices
          may be delivered and such 2020 Debentures may
          be surrendered for conversion in accordance
          with the applicable procedures of the
          Depositary as in effect from time to time.
          The Person in whose name the Common Stock
          certificate is registered shall be deemed to
          be a stockholder of record on the Conversion
          Date; PROVIDED, HOWEVER, that no surrender of
          a 2020 Debenture 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; PROVIDED
          FURTHER, HOWEVER, that such conversion shall
          be at the Conversion Rate in effect on the
          date that such 2020 Debenture shall have been
          surrendered for conversion, as if the stock
          transfer books of the Company had not been
          closed. Upon conversion of a 2020 Debenture,
          such Person shall no longer be a Holder of
          such 2020 Debenture.

          No payment or adjustment will be made for
          dividends on, or other distributions with
          respect to, any Common Stock except as
          provided in this Article XI.  On conversion of
          a 2020 Debenture, that portion of accrued
          Original Issue Discount (and interest, if the
          Company has exercised its option provided for
          in Section 14.01) attributable to the period
          from the Issue Date (or, in the case of
          interest,  if the Company has exercised the
          option provided for in Section 14.01, the
          later of (x) the date of such exercise and (y)
          the date on which interest was last paid) of
          the 2020 Debenture through the Conversion Date
          with respect to the converted 2020 Debenture
          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 2020
          Debenture being converted pursuant to the
          provisions hereof; and the fair market value
          of such shares of Common Stock (together with
          any such cash payment in lieu of fractional
          shares) shall be treated as issued, to the
          extent thereof, first in exchange for Original
          Issue Discount (and interest, if the Company
          has exercised its option provided for in
          Section 14.01) accrued through the Conversion
          Date, and the balance, if any, of such fair
          market value of such Common Stock (and any
          such cash payment) shall be treated as issued
          in exchange for the Issue Price of the 2020
          Debenture being converted pursuant to the
          provisions hereof.

          If a Holder converts more than one 2020
          Debenture at the same time, the number of
          shares of Common Stock issuable upon the
          conversion shall be based on the aggregate
          Principal Amount of 2020 Debentures converted.

          Upon surrender of a 2020 Debenture that is
          converted in part, the Company shall execute,
          and the Trustee shall authenticate and deliver
          to the Holder, a new 2020 Debenture equal in
          Principal Amount to the Principal Amount of
          the unconverted portion of the 2020 Debenture
          surrendered.

          Where the Company has exercised its option
          under Section 14.01, 2020 Debentures or
          portions thereof surrendered for conversion
          during the period from the close of business
          on any Regular Record Date immediately
          preceding any Interest Payment Date to the
          opening of business on such Interest Payment
          Date shall (unless such 2020 Debentures or
          portions thereof have been called for
          redemption on a Redemption Date within such
          period) be accompanied by payment to the
          Company or its order, in New York Clearing
          House funds or other funds acceptable to the
          Company, of an amount equal to the interest
          payable on such Interest Payment Date on the
          principal amount of 2020 Debentures or
          portions thereof being surrendered for
          conversion.

     SECTION 11.03  FRACTIONAL SHARES.

          The Company will not issue fractional shares
          of Common Stock upon conversion of 2020
          Debentures. In lieu thereof, the Company will
          pay an amount in cash based upon the closing
          price of the Common Stock on the Trading Day
          immediately prior to the Conversion Date.

     SECTION 11.04  TAXES ON CONVERSION.

          If a Holder converts a 2020 Debenture, the
          Company shall pay any documentary, stamp or
          similar issue or transfer tax due on the issue
          of shares of Common Stock upon such
          conversion. However, the Holder shall pay any
          such tax which is due because the Holder
          requests the shares to be issued in a name
          other than the Holder's name. The Conversion
          Agent may refuse to deliver the certificate
          representing the Common Stock being issued in
          a name other than the Holder's name until the
          Conversion Agent receives a sum sufficient to
          pay any tax which will be due because the
          shares are to be issued in a name other than
          the Holder's name. Nothing herein shall
          preclude any tax withholding required by law
          or regulation.

     SECTION 11.05  COMPANY TO PROVIDE COMMON STOCK.

          The Company shall, prior to issuance of any
          2020 Debentures under this Article XI, and
          from time to time as may be necessary,
          reserve, out of its authorized but unissued
          Common Stock, a sufficient number of shares of
          Common Stock to permit the conversion of all
          2020 Debentures outstanding into shares of
          Common Stock.  All shares of Common Stock
          delivered upon conversion of the 2020
          Debentures shall be duly authorized, validly
          issued, fully paid and nonassessable and shall
          be free from preemptive rights and free of any
          Lien or adverse claim.

          The Company will endeavor promptly to comply
          with all federal and state securities laws
          regulating the registration of the offer and
          delivery of shares of Common Stock to a
          converting Holder upon conversion of 2020
          Debentures, if any, and will list or cause to
          have quoted such shares of Common Stock on
          each national securities exchange or on the
          NASDAQ National Market or other over-the-
          counter market or such other market on which
          the shares of Common Stock are then listed or
          quoted.

     SECTION 11.06  ADJUSTMENT OF CONVERSION RATE.

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

          (a)In case the Company shall (i) pay a dividend on its
          Common Stock in shares of Common Stock, (ii) make a
          distribution on its Common Stock in shares of Common
          Stock, (iii) subdivide its outstanding Common Stock into
          a greater number of shares, or (iv) combine its
          outstanding Common Stock into a smaller number of shares,
          the Conversion Rate in effect immediately prior thereto
          shall be adjusted so that the Holder of any 2020
          Debenture thereafter surrendered for conversion shall be
          entitled to receive that number of shares of Common Stock
          which it would have owned had such 2020 Debenture been
          converted immediately prior to the happening of such
          event.  An adjustment made pursuant to this subsection
          (a) shall become effective immediately after the record
          date in the case of a dividend or distribution and shall
          become effective immediately after the effective date in
          the case of subdivision or combination.

          (b)In case the Company shall issue rights or warrants to
          all or substantially all holders of its Common Stock
          entitling them (for a period commencing no earlier than
          the record date described below and expiring not more
          than 60 days after such record date) to subscribe for or
          purchase shares of Common Stock (or securities
          convertible into Common Stock) at a price per share (or
          having a conversion price per share) less than the
          current market price per share of Common Stock (as
          determined in accordance with subsection (e) of this
          Section 11.06) on the record date for the determination
          of stockholders entitled to receive such rights or
          warrants, the Conversion Rate in effect immediately prior
          thereto shall be adjusted so that the same shall equal
          the rate determined by multiplying the Conversion Rate in
          effect immediately prior to such record date by a
          fraction of which the numerator shall be the number of
          shares of Common Stock outstanding on such record date
          plus the number of additional shares of Common Stock
          offered (or into which the convertible securities so
          offered are convertible), and of which the denominator
          shall be the number of shares of Common Stock outstanding
          on such record date plus the number of shares which the
          aggregate offering price of the total number of shares of
          Common Stock so offered (or the aggregate conversion
          price of the convertible securities so offered, which
          shall be determined by multiplying the number of shares
          of Common Stock issuable upon conversion of such
          convertible securities by the conversion price per share
          of Common Stock pursuant to the terms of such convertible
          securities) would purchase at the current market price
          per share (as determined in accordance with subsection
          (e) of this Section 11.06) of Common Stock on such record
          date.  Such adjustment shall be made successively
          whenever any such rights or warrants are issued, and
          shall become effective immediately after such record
          date. If at the end of the period during which such
          rights or warrants are exercisable not all rights or
          warrants shall have been exercised, the adjusted
          Conversion Rate shall be immediately readjusted to what
          it would have been based upon the number of additional
          shares of Common Stock actually issued (or the number of
          shares of Common Stock issuable upon conversion of
          convertible securities actually issued).

          (c)In case the Company shall distribute to all or
          substantially all holders of its Common Stock any shares
          of capital stock (other than dividends or distributions
          of Common Stock on Common Stock to which Section 11.06(a)
          applies) of the Company, evidences of indebtedness or
          other assets (including securities of any Person other
          than the Company, but excluding all-cash distributions or
          any rights or warrants referred to in 11.06(b)), then in
          each such case the Conversion Rate shall be adjusted so
          that the same shall equal the rate determined by
          multiplying the current Conversion Rate by a fraction of
          which the numerator shall be the current market price per
          share (as determined in accordance with subsection (e) of
          this Section 11.06) of the Common Stock on the record
          date mentioned below, and of which the denominator shall
          be the current market price per share (as determined in
          accordance with subsection (e) of this Section 11.06) of
          the Common Stock on such record date less the fair market
          value on such record date (as determined by the Board of
          Directors, whose determination shall be conclusive
          evidence of such fair market value and which shall be
          evidenced by an Officers' Certificate delivered to the
          Trustee) of the portion of the capital stock, evidences
          of indebtedness or other non-cash assets so distributed
          or of such rights or warrants applicable to one share of
          Common Stock (determined on the basis of the number of
          shares of Common Stock outstanding on the record date).
          Such adjustment shall be made successively whenever any
          such distribution is made and shall become effective
          immediately after the record date for the determination
          of stockholders entitled to receive such distribution.

          In the event that the Company implements a
          shareholder rights plan, such rights plan
          shall provide, subject to customary exceptions
          and limitations, that upon conversion of the
          2020 Debentures the Holders will receive, in
          addition to the Common Stock issuable upon
          such conversion, the rights issued under such
          rights plan (notwithstanding the occurrence of
          an event causing such rights to separate from
          the Common Stock at or prior to the time of
          conversion). Any distribution of rights or
          warrants pursuant to a stockholder rights plan
          complying with the requirements set forth in
          the immediately preceding sentence of this
          paragraph shall not constitute a distribution
          of rights or warrants for the purposes of this
          Section 11.06(c).

          Rights or warrants distributed by the Company
          to all holders of Common Stock entitling the
          holders thereof to subscribe for or purchase
          shares of the Company's capital stock (either
          initially or under certain circumstances),
          which rights or warrants, until the occurrence
          of a specified event or events ("Trigger
          Event"): (i) are deemed to be transferred with
          such shares of Common Stock; (ii) are not
          exercisable; and (iii) are also issued in
          respect of future issuances of Common Stock,
          shall be deemed not to have been distributed
          for purposes of this Section 11.06(c) (and no
          adjustment to the Conversion Rate under this
          Section 11.06(c) will be required) until the
          occurrence of the earliest Trigger Event. If
          such right or warrant is subject to subsequent
          events, upon the occurrence of which such
          right or warrant shall become exercisable to
          purchase different securities, evidences of
          indebtedness or other assets or entitle the
          holder to purchase a different number or
          amount of the foregoing or to purchase any of
          the foregoing at a different purchase price,
          then the occurrence of each such event shall
          be deemed to be the date of issuance and
          record date with respect to a new right or
          warrant (and a termination or expiration of
          the existing right or warrant without exercise
          by the holder thereof). In addition, in the
          event of any distribution (or deemed
          distribution) of rights or warrants, or any
          Trigger Event or other event (of the type
          described in the preceding sentence) with
          respect thereto, that resulted in an
          adjustment to the Conversion Rate under this
          Section 11.06(c), (1) in the case of any such
          rights or warrants which shall all have been
          redeemed or repurchased without exercise by
          any holders thereof, the Conversion Rate shall
          be readjusted upon such final redemption or
          repurchase to give effect to such distribution
          or Trigger Event, as the case may be, as
          though it were a cash distribution, equal to
          the per share redemption or repurchase price
          received by a holder of Common Stock with
          respect to such rights or warrants (assuming
          such holder had retained such rights or
          warrants), made to all holders of Common Stock
          as of the date of such redemption or
          repurchase, and (2) in the case of such rights
          or warrants all of which shall have expired or
          been terminated without exercise, the
          Conversion Rate shall be readjusted as if such
          rights and warrants had never been issued.

          (d)(1) In case the Company shall, by dividend or
          otherwise, at any time distribute (a "Triggering
          Distribution") to all or substantially all holders of its
          Common Stock all-cash distributions in an aggregate
          amount that, together with the aggregate amount of (A)
          any cash and the fair market value (as determined by the
          Board of Directors, whose determination shall be
          conclusive evidence thereof and which shall be evidenced
          by an Officers' Certificate delivered to the Trustee) of
          any other consideration payable in respect of any tender
          offer by the Company or a Subsidiary of the Company for
          Common Stock consummated within the 12 months preceding
          the date of payment of the Triggering Distribution and in
          respect of which no Conversion Rate adjustment pursuant
          to this Section 11.06 has been made and (B) all other
          cash distributions to all or substantially all holders of
          its Common Stock made within the 12 months preceding the
          date of payment of the Triggering Distribution and in
          respect of which no Conversion Rate adjustment pursuant
          to this Section 11.06 has been made, exceeds an amount
          equal to 12.5% of the product of the current market price
          per share of Common Stock (as determined in accordance
          with subsection (e) of this Section 11.06) on the
          Business Day (the "Determination Date") immediately
          preceding the day on which such Triggering Distribution
          is declared by the Company multiplied by the number of
          shares of Common Stock outstanding on the Determination
          Date (excluding shares held in the treasury of the
          Company), the Conversion Rate shall be increased so that
          the same shall equal the rate determined by multiplying
          such Conversion Rate in effect immediately prior to the
          Determination Date by a fraction of which the numerator
          shall be such current market price per share of Common
          Stock (as determined in accordance with subsection (e) of
          this Section 11.06) on the Determination Date, and the
          denominator shall be the current market price per share
          of Common Stock (as determined in accordance with
          subsection (e) of this Section 11.06) on the
          Determination Date less the sum of the aggregate amount
          of cash and the aggregate fair market value (determined
          as aforesaid) of any such other consideration so
          distributed, paid or payable within such 12 months
          (including, without limitation, the Triggering
          Distribution) applicable to one share of Common Stock
          (determined on the basis of the number of shares of
          Common Stock outstanding on the Determination Date), such
          increase to become effective immediately prior to the
          opening of business on the day following the date on
          which the Triggering Distribution is paid.

          (2) In case any tender offer made by the
          Company or any of its Subsidiaries for Common
          Stock shall expire and such tender offer (as
          amended upon the expiration thereof) shall
          involve the payment of aggregate consideration
          in an amount (determined as the sum of the
          aggregate amount of cash consideration and the
          aggregate fair market value (as determined by
          the Board of Directors, whose determination
          shall be conclusive evidence thereof and which
          shall be evidenced by an Officers' Certificate
          delivered to the Trustee thereof ) of any
          other consideration) that, together with the
          aggregate amount of (A) any cash and the fair
          market value (as determined by the Board of
          Directors, whose determination shall be
          conclusive evidence thereof and which shall be
          evidenced by an Officers' Certificate
          delivered to the Trustee) of any other
          consideration payable in respect of any other
          tender offers by the Company or any Subsidiary
          of the Company for Common Stock consummated
          within the 12 months preceding the date of the
          Expiration Date (as defined below) and in
          respect of which no Conversion Rate adjustment
          pursuant to this Section 11.06 has been made
          and (B) all cash distributions to all or
          substantially all holders of its Common Stock
          made within the 12 months preceding the
          Expiration Date and in respect of which no
          Conversion Rate adjustment pursuant to this
          Section 11.06 has been made, exceeds an amount
          equal to 12.5% of the product of the current
          market price per share of Common Stock (as
          determined in accordance with subsection (e)
          of this Section 11.06) as of the last date
          (the "Expiration Date") tenders could have
          been made pursuant to such tender offer (as it
          may be amended) (the last time at which such
          tenders could have been made on the Expiration
          Date is hereinafter sometimes called the
          "Expiration Time") multiplied by the number of
          shares of Common Stock outstanding (including
          tendered shares but excluding any shares held
          in the treasury of the Company) at the
          Expiration Time, then, immediately prior to
          the opening of business on the day after the
          Expiration Date, the Conversion Rate shall be
          increased so that the same shall equal the
          rate determined by multiplying the Conversion
          Rate in effect immediately prior to close of
          business on the Expiration Date by a fraction
          of which the numerator shall be the sum of (x)
          the aggregate consideration (determined as
          aforesaid) payable to stockholders based on
          the acceptance (up to any maximum specified in
          the terms of the tender offer) of all shares
          validly tendered and not withdrawn as of the
          Expiration Time (the shares deemed so
          accepted, up to any such maximum, being
          referred to as the "Purchased Shares") and (y)
          the product of the number of shares of Common
          Stock outstanding (excluding any Purchased
          Shares and any shares held in the treasury of
          the Company) at the Expiration Time and the
          current market price per share of Common Stock
          (as determined in accordance with subsection
          (e) of this Section 11.06) on the Trading Day
          next succeeding the Expiration Date, and the
          denominator shall be the product of the number
          of shares of Common Stock outstanding
          (including tendered shares but excluding any
          shares held in the treasury of the Company) at
          the Expiration Time multiplied by the current
          market price per share of Common Stock (as
          determined in accordance with subsection (e)
          of this Section 11.06) on the Trading Day next
          succeeding the Expiration Date, such increase
          to become effective immediately prior to the
          opening of business on the day following the
          Expiration Date. In the event that the Company
          is obligated to purchase shares pursuant to
          any such tender offer, but the Company is
          permanently prevented by applicable law from
          effecting any or all such purchases or any or
          all such purchases are rescinded, the
          Conversion Rate shall again be adjusted to be
          the Conversion Rate which would have been in
          effect based upon the number of shares
          actually purchased. If the application of this
          Section 11.06(d)(2) to any tender offer would
          result in a decrease in the Conversion Rate,
          no adjustment shall be made for such tender
          offer under this Section 11.06(d)(2).

          (3) For purposes of this Section 11.06(d), the
          term "tender offer" shall mean and include
          both tender offers and exchange offers, all
          references to "purchases" of shares in tender
          offers (and all similar references) shall mean
          and include both the purchase of shares in
          tender offers and the acquisition of shares
          pursuant to exchange offers, and all
          references to "tendered shares" (and all
          similar references) shall mean and include
          shares tendered in both tender offers and
          exchange offers.

          (e)For the purpose of any computation under subsections
          (b), (c) and (d) of this Section 11.06, the current
          market price per share of Common Stock on any date shall
          be deemed to be the average of the daily closing prices
          for the 30 consecutive Trading Days commencing 45 Trading
          Days before (i) the Determination Date or the Expiration
          Date, as the case may be, with respect to distributions
          or tender offers under subsection (d) of this Section
          11.06 or (ii) the record date with respect to
          distributions, issuances or other events requiring such
          computation under subsection (b) or (c) of this Section
          11.06. The closing price for each day shall be the last
          reported sales price or, in case no such reported sale
          takes place on such date, the average of the reported
          closing bid and asked prices in either case on the New
          York Stock Exchange (the "NYSE") or, if the Common Stock
          is not listed or admitted to trading on the NYSE, on the
          principal national securities exchange on which the
          Common Stock is listed or admitted to trading or, if not
          listed or admitted to trading on any national securities
          exchange, the last reported sales price of the Common
          Stock as quoted on NASDAQ (the term "NASDAQ" shall
          include, without limitation, the NASDAQ National Market)
          or, in case no reported sales takes place, the average of
          the closing bid and asked prices as quoted on NASDAQ or
          any comparable system or, if the Common Stock is not
          quoted on NASDAQ or any comparable system, the closing
          sales price or, in case no reported sale takes place, the
          average of the closing bid and asked prices, as furnished
          by any two members of the National Association of
          Securities Dealers, Inc. selected from time to time by
          the Company for that purpose. If no such prices are
          available, the current market price per share shall be
          the fair value of a share of Common Stock as determined
          by the Board of Directors (which shall be evidenced by an
          Officers' Certificate delivered to the Trustee).

          (f)In any case in which this Section 11.06 shall require
          that an adjustment be made following a record date or a
          Determination Date or Expiration Date, as the case may
          be, established for purposes of this Section 11.06, the
          Company may elect to defer (but only until five Business
          Days following the filing by the Company with the Trustee
          of the certificate described in Section 11.09) issuing to
          the Holder of any 2020 Debenture converted after such
          record date or Determination Date or Expiration Date the
          shares of Common Stock and other capital stock of the
          Company issuable upon such conversion over and above the
          shares of Common Stock and other capital stock of the
          Company issuable upon such conversion only on the basis
          of the Conversion Rate prior to adjustment; and, in lieu
          of the shares the issuance of which is so deferred, the
          Company shall issue or cause its transfer agents to issue
          due bills or other appropriate evidence prepared by the
          Company of the right to receive such shares. If any
          distribution in respect of which an adjustment to the
          Conversion Rate is required to be made as of the record
          date or Determination Date or Expiration Date therefor is
          not thereafter made or paid by the Company for any
          reason, the Conversion Rate shall be readjusted to the
          Conversion Rate which would then be in effect if such
          record date had not been fixed or such effective date or
          Determination Date or Expiration Date had not occurred.

     SECTION 11.07  NO ADJUSTMENT.

          No adjustment in the Conversion Rate shall be
          required unless the adjustment would require
          an increase or decrease of at least 1% in the
          Conversion Rate as last adjusted; PROVIDED,
          HOWEVER, that any adjustments which by reason
          of this Section 11.07 are not required to be
          made shall be carried forward and taken into
          account in any subsequent adjustment. All
          calculations under this Article XI shall be
          made to the nearest cent or to the nearest
          1/1000th of a share, as the case may be.

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

          To the extent that the 2020 Debentures become
          convertible into the right to receive cash, no
          adjustment need be made thereafter as to the
          cash. Interest will not accrue on the cash.

     SECTION 11.08  ADJUSTMENT FOR TAX PURPOSES.

          The Company shall be entitled to make such
          adjustments in the Conversion Rate, in
          addition to those required by Section 11.06,
          as it in its discretion shall determine to be
          advisable in order that any stock dividends,
          subdivisions of shares, distributions of
          rights to purchase stock or securities or
          distributions of securities convertible into
          or exchangeable for stock hereafter made by
          the Company to its stockholders shall not be
          taxable.

     SECTION 11.09  NOTICE OF ADJUSTMENT.

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

     SECTION 11.10  NOTICE OF CERTAIN TRANSACTIONS.

          In the event that:

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

          (2)  the Company takes any action that
          requires a supplemental indenture pursuant to
          Section 11.11, or

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

      the Company shall mail to Holders and file with the
      Trustee a notice stating the proposed record or
      effective date, as the case may be. The Company shall
      mail the notice at least fifteen days before such date.
      Failure to mail such notice or any defect therein shall
      not affect the validity of any transaction referred to
      in clause (1), (2) or (3) of this Section 11.10.

     SECTION 11.11  EFFECT OF RECLASSIFICATION, CONSOLIDATION, MERGER
                    OR SALE ON CONVERSION PRIVILEGE.

          If any of the following shall occur, namely:
          (a) any reclassification or change of shares
          of Common Stock issuable upon conversion of
          the 2020 Debentures (other than a change in
          par value, or from par value to no par value,
          or from no par value to par value, or as a
          result of a subdivision or combination); (b)
          any consolidation or merger in which the
          Company is a party consolidating with another
          entity or merging with or into another entity
          other than a merger in which the Company is
          the continuing corporation and which does not
          result in any reclassification of, or change
          (other than a change in par value, or from par
          value to no par value, or from no par value to
          par value, or as a result of a subdivision or
          combination) in, outstanding shares of Common
          Stock; or (c) any sale or conveyance of all or
          substantially all of the property and assets
          of the Company to any Person, then the
          Company, or such successor, purchasing or
          transferee corporation, as the case may be,
          shall, as a condition precedent to such
          reclassification, change, consolidation,
          merger, sale or conveyance, execute and
          deliver to the Trustee a supplemental
          indenture providing that the Holder of each
          2020 Debenture then outstanding shall have the
          right to convert such 2020 Debenture into the
          kind and amount of shares of stock and other
          securities and property (including cash)
          receivable upon such reclassification, change,
          consolidation, merger, sale or conveyance by a
          holder of the number of shares of Common Stock
          deliverable upon conversion of such 2020
          Debenture immediately prior to such
          reclassification, change, consolidation,
          merger, sale or conveyance, assuming such holder
          of Common Stock of the Company (i) is not a person
          party to such transaction and (ii) failed to exercise
          his rights of an election, if any, as to the kind or
          amount of securities, cash and other property
          receivable upon such reclassification, change,
          consolidation, merger, sale or conveyance, provided,
          however, that if the kind or amount of shares of stock
          and other securities and property (including
          cash) receivable upon such reclassification,
          change, consolidation, merger, sale or
          conveyance is not the same for each share of
          Common Stock of the Company held immediately
          prior to such reclassification, change,
          consolidation, merger, sale or conveyance in
          respect of which such rights of election shall
          not have been exercised ("non-electing
          share"), then for the purpose of this Section
          11.11 the kind and amount of securities, cash
          and other property receivable upon such
          reclassification, change, consolidation,
          merger, sale or conveyance by each non-
          electing share shall be deemed to be the kind
          and amount so receivable per share by a
          plurality of the non-electing shares.  Such
          supplemental indenture shall provide for
          adjustments of the Conversion Rate which shall
          be as nearly equivalent as may be practicable
          to the adjustments of the Conversion Rate
          provided for in this Article XI.  If, in the
          case of any such consolidation, merger, sale
          or conveyance, the stock or other securities
          and property (including cash) receivable
          thereupon by a holder of Common Stock include
          shares of stock or other securities and
          property of a Person other than the successor,
          purchasing or transferee corporation, as the
          case may be, in such consolidation, merger,
          sale or conveyance, then such supplemental
          indenture shall also be executed by such other
          Person and shall contain such additional
          provisions to protect the interests of the
          Holders of the 2020 Debentures as the Board of
          Directors shall reasonably consider necessary
          by reason of the foregoing.  The provisions of
          this Section 11.11 shall similarly apply to
          successive reclassifications, changes,
          consolidations, mergers, sales or conveyances.

          In the event the Company shall execute a
          supplemental indenture pursuant to this
          Section 11.11, the Company shall promptly file
          with the Trustee (x) an Officers' Certificate
          briefly stating the reasons therefor, the kind
          or amount of shares of stock or other
          securities or property (including cash)
          receivable by Holders of the 2020 Debentures
          upon the conversion of their 2020 Debentures
          after any such reclassification, change,
          consolidation, merger, sale or conveyance, any
          adjustment to be made with respect thereto and
          that all conditions precedent have been
          complied with and (y) an Opinion of Counsel
          that all conditions precedent have been
          complied with, and shall promptly mail notice
          thereof to all Holders.

     SECTION 11.12  TRUSTEE'S DISCLAIMER.

          The Trustee shall have no duty to determine
          when an adjustment under this Article XI
          should be made, how it should be made or what
          such adjustment should be, but may accept as
          conclusive evidence of that fact or the
          correctness of any such adjustment, and shall
          be protected in relying upon, an Officers'
          Certificate including the Officers'
          Certificate with respect thereto which the
          Company is obligated to file with the Trustee
          pursuant to Section 11.09. The Trustee makes
          no representation as to the validity or value
          of any securities or assets issued upon
          conversion of 2020 Debentures, and the Trustee
          shall not be responsible for the Company's
          failure to comply with any provisions of this
          Article XI.

          The Trustee shall not be under any
          responsibility to determine the correctness of
          any provisions contained in any supplemental
          indenture executed pursuant to Section 11.11,
          but may accept as conclusive evidence of the
          correctness thereof, and shall be fully
          protected in relying upon, the Officers'
          Certificate with respect thereto which the
          Company is obligated to file with the Trustee
          pursuant to Section 11.11.

     SECTION 11.13  VOLUNTARY INCREASE.

          The Company from time to time may increase the
          Conversion Rate by any amount for any period
          of time if the period is at least 20 days or
          such longer period as may be required by law
          and if the increase is irrevocable during the
          period.


                            ARTICLE XII

          REPURCHASE OF SECURITIES AT OPTION OF THE HOLDER

     SECTION 12.01  GENERAL.

          The Company may be required to repurchase 2020
          Debentures in accordance with their terms and
          in accordance with this Article.

          2020 Debentures shall be purchased by the
          Company under the paragraph "Repurchase by the
          Company at the Option of the Holder" of the
          2020 Debentures on June 23, 2005, June 23,
          2010 and June 23, 2015 (each, a "Repurchase
          Date"), at the repurchase price specified
          therein (each, a "Repurchase Price"), at the
          option of the Holder thereof, upon:

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

               (A)  the certificate number of the 2020
          Debenture which the Holder will deliver to be
          repurchased or if any of the 2020 Debentures is in
          the form of a Global Security, then a beneficial
          owner of a 2020 Debenture shall comply with the
          procedures of the Depositary applicable to the
          repurchase of a Global Security,

               (B)  the portion of the Principal Amount of
          the 2020 Debenture which the Holder will deliver to
          be repurchased, which portion must be $1,000 or an
          integral multiple thereof,

               (C)  that such 2020 Debenture shall be
          purchased as of the Repurchase Date pursuant to the
          terms and conditions specified under the paragraph
          "Repurchase by the Company at the Option of the
          Holder" of the 2020 Debentures and in this
          Indenture,

               (D)  in the event that the Company elects,
          pursuant to Section 12.02 hereof, to pay the
          Repurchase Price to be paid as of such Repurchase
          Date, in whole or in part, in Common Stock but such
          portion of the Repurchase Price shall ultimately be
          payable to such Holder entirely in cash because any
          of the conditions to payment of the Repurchase
          Price in Common Stock is not satisfied prior to the
          close of business on such Repurchase Date, as set
          forth in Section 12.03 hereof, whether such Holder
          elects (i) to withdraw such Repurchase Notice as to
          some or all of the 2020 Debentures to which such
          Repurchase Notice relates (stating the Principal
          Amount at Maturity and certificate numbers of the
          2020 Debentures as to which such withdrawal shall
          relate or if certificated 2020 Debentures have not
          been issued, a beneficial owner of a 2020 Debenture
          shall comply with the procedures of the Depositary
          applicable to the withdrawal of a Repurchase Note),
          or (ii) to receive cash in respect of the entire
          Repurchase Price for all 2020 Debentures (or
          portions thereof) to which such Repurchase Price
          relates, and

          (2)  delivery of such 2020 Debenture to the
          Paying Agent prior to, on or after the
          Repurchase 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 Repurchase Price
          therefor; PROVIDED, HOWEVER, that such
          Repurchase Price shall be so paid pursuant to
          this Article XII only if the 2020 Debenture so
          delivered to the Paying Agent shall conform in
          all respects to the description thereof in the
          related Repurchase Notice.

          If a Holder, in such Holder's Repurchase
          Notice and in any written notice of withdrawal
          delivered by such Holder pursuant to the terms
          of Section 12.09 hereof, fails to indicate
          such Holder's choice with respect to the
          election set forth in clause (D) of Section
          12.01(1), such Holder shall be deemed to have
          elected to receive cash in respect of the
          Repurchase Price for all 2020 Debentures
          subject to the Repurchase Notice in the
          circumstances set forth in such clause (D).

          The Company shall purchase from the Holder
          thereof, pursuant to this Article XII, a
          portion of a 2020 Debenture if the Principal
          Amount 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 2020 Debenture also apply to the
          purchase of such portion of such 2020
          Debenture.

          Any purchase by the Company contemplated
          pursuant to the provisions of this Article
          XII, shall be consummated by the delivery of
          the consideration to be received by the Holder
          promptly following the later of the Repurchase
          Date and the time of delivery of the 2020
          Debenture.

          Notwithstanding anything herein to the
          contrary, any Holder delivering to the Paying
          Agent the Repurchase Notice contemplated by
          this Section 12.01 shall have the right to
          withdraw such Repurchase Notice at any time
          prior to the close of business on the
          Repurchase Date by delivery of a written
          notice of withdrawal to the Paying Agent in
          accordance with Section 12.09.

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

     SECTION 12.02  THE COMPANY'S RIGHT TO ELECT MANNER OF PAYMENT OF
                    REPURCHASE PRICE.

          (a)  The Repurchase Price of 2020 Debentures
          in respect of which a Repurchase Notice
          pursuant to Section 12.01 has been given will
          be paid by the Company, at the election of the
          Company, with cash or Common Stock or in any
          combination of cash and Common Stock, subject
          to the conditions set forth in Section 12.02
          and 12.03 hereof.  The Company shall
          designate, in the Company Notice delivered
          pursuant to Section 12.05 hereof, whether the
          Company will purchase the 2020 Debentures for
          cash or Common Stock, or, if a combination
          thereof, the percentages of the Repurchase
          Price of 2020 Debentures in respect of which
          it will pay in cash and Common Stock;
          PROVIDED, HOWEVER, that the Company will pay
          cash for fractional interests in Common Stock.
          For purposes of determining the existence of
          potential fractional interests, all 2020
          Debentures 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 2020
          Debentures are purchased pursuant to this
          Article XII shall receive the same percentage
          of cash or Common Stock in payment of the
          Repurchase Price for such 2020 Debentures,
          except (i) as provided in Section 12.04 with
          regard to the payment of cash in lieu of
          fractional Common Stock and (ii) in the event
          that the Company is unable to purchase the
          2020 Debentures 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 2020 Debentures of such Holder or Holders
          for cash.  The Company may not change its
          election with respect to the consideration (or
          components or percentages of components
          thereof) to be paid once the Company has given
          its Company Notice to Holders except pursuant
          to this Section 12.02 or pursuant to Section
          12.04 in the event of a failure to satisfy,
          prior to the close of business on the
          Repurchase Date, any condition to the payment
          of the Repurchase Price, in whole or in part,
          in Common Stock.

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

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

          (ii) the information required by Section 12.05,

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

          (iv) whether the Company desires the Trustee
          to give the Company Notice required by Section
          12.05.

     SECTION 12.03  PURCHASE WITH CASH.

          On each Repurchase Date, at the option of the
          Company, the Repurchase Price of 2020
          Debentures in respect of which a Repurchase
          Notice pursuant to Section 12.01 has been
          given, or a specified percentage thereof, may
          be paid by the Company with cash equal to the
          aggregate Repurchase Price of such 2020
          Debentures.  If the Company elects to purchase
          2020 Debentures with cash, the Company Notice,
          as provided in Section 12.05, 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").

     SECTION 12.04  PAYMENT BY ISSUANCE OF COMMON STOCK.

          On each Repurchase Date, at the option of the
          Company, the Repurchase Price of 2020
          Debentures in respect of which a Repurchase
          Notice pursuant to Section 12.01 has been
          given, or a specified percentage thereof, may
          be paid by the Company by the issuance of a
          number of shares of Common Stock equal to the
          quotient obtained by dividing (i) the amount
          of cash to which the Holders would have been
          entitled had the Company elected to pay all or
          such specified percentage, as the case may be,
          of the Repurchase Price of such 2020
          Debentures 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 Repurchase
          Price.  Instead the Company will pay cash for
          the current market value of the fractional
          share.  The current market value of a fraction
          of a share of Common Stock shall be determined
          by multiplying the Market Price by such
          fraction and rounding the product to the
          nearest whole cent with one half cent being
          rounded upwards.  It is understood that if a
          Holder elects to have more than one 2020
          Debenture repurchased, the number of shares of
          Common Stock shall be based on the aggregate
          amount of 2020 Debentures to be repurchased.

          If the Company elects to purchase the 2020
          Debentures by the issuance of Common Stock,
          the Company Notice, as provided in Section
          12.05, 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 2020 Debentures pursuant to
          this Article XII through the issuance 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 2020 Debentures
          with Common Stock as provided herein;

          (ii) the registration of the Common Stock to
          be issued in respect of the payment of the
          Repurchase Price under the Securities Act or
          the Exchange Act, in each case, if required
          for the initial issuance thereof;

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

          (iv) 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 Repurchase Price in respect of
          2020 Debentures have been duly authorized and,
          when issued and delivered pursuant to the
          terms of this Indenture in payment of the
          Repurchase Price in respect of the 2020
          Debentures, will be validly issued, fully paid
          and nonassessable and, to the best of such
          counsel's knowledge, free from preemptive
          rights, and, in the case of such Officer's
          Certificate, stating that conditions (i), (ii)
          and (iii) above and the condition set forth in
          the second succeeding sentence have been
          satisfied and, in the case of such Opinion of
          Counsel, stating that conditions (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 of
          2020 Debentures and the Sale Price of a share
          of Common Stock on each trading day during the
          period commencing on the first trading day of
          the period during which the Market Price is
          calculated and ending three Business Days
          prior to the applicable Repurchase Date.  The
          Company may pay the Repurchase Price (or any
          portion thereof) in Common Stock only if the
          information necessary to calculate the Market
          Price is published in THE WALL STREET JOURNAL
          or another 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
          Repurchase Date and the Company has elected to
          repurchase the 2020 Debentures pursuant to
          this Article XII through the issuance of
          Common Stock, the Company shall pay, without
          further notice, the entire Repurchase Price of
          the 2020 Debentures of such Holder or Holders
          in cash.

          The "Market Price" means the average of the
          Sale Prices of the Common Stock for the five
          trading day period ending on (if the third
          Business Day prior to the applicable
          Repurchase Date is a trading day, or if not,
          then on the last trading day prior to), the
          third Business Day prior to the applicable
          Repurchase 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 Repurchase Date, of any event
          described in Section 11.06; subject, however,
          to the conditions set forth in Sections
          11.06(f) and 11.07.

          The "Sale Price" of the Common Stock on any
          date means the closing per share sale price
          (or, if no closing sale price is reported, the
          average of the bid and ask prices or, if more
          than one in either case, the average of the
          average bid and average ask prices) on such
          date as reported in the composite transactions
          for the principal United States securities
          exchange on which the Common Stock is traded
          or, if the Common Stock is not listed on a
          United States national or regional securities
          exchange, as reported by the National
          Association of Securities Dealers Automated
          Quotation System or its successors.

     SECTION 12.05  NOTICE OF ELECTION.

          The Company's notice of election to repurchase
          with cash or Common Stock or any combination
          thereof shall be sent to the Holders in the
          manner provided in Section 10.02 of the
          Indenture at the time specified in Section
          12.03 or 12.04, 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 Repurchase 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 equal to such
          specified percentage of the Repurchase Price
          of the 2020 Debentures 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
          Repurchase 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 Repurchase Date.

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

          (A)  the Repurchase Price and the Conversion Rate;

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

          (C)  that 2020 Debentures as to which a
          Repurchase Notice has been given may be
          converted pursuant to Article XI hereof only
          if the applicable Repurchase Notice has been
          withdrawn in accordance with the terms of this
          Indenture;

          (D)  that 2020 Debentures must be surrendered
          to the Paying Agent to collect payment;

          (E)  that the Repurchase Price for any 2020
          Debenture as to which a Repurchase Notice has
          been given and not withdrawn will be paid
          promptly following the later of the Repurchase
          Date and the time of surrender of such 2020
          Debenture as described in (D);

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

          (G)  briefly, the conversion rights of the
          2020 Debentures; and

          (H)  the procedures for withdrawing a
          Repurchase Notice (including, without
          limitation, for a conditional withdrawal
          pursuant to the terms of Section 12.01 or
          12.09).

          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 of 2020 Debentures,
          the Company will publish such determination at
          the Company's Web site on the World Wide Web
          or through such other public medium as the
          Company may use at that time.

     SECTION 12.06  COVENANTS OF THE COMPANY.

          All Common Stock delivered upon purchase of
          the 2020 Debentures 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.  The Company shall use its
          reasonable efforts to list or cause to have
          quoted any Common Stock to be issued to
          purchase 2020 Debentures on the principal
          national securities exchange or over-the-
          counter or other domestic market on which the
          Common Stock is then listed or quoted.

SECTION 12.07  PROCEDURE UPON REPURCHASE.

          The Company shall deposit cash (in respect of
          a cash purchase under Section 12.03 or for
          fractional shares of Common Stock, as
          applicable) or Common Stock, or a combination
          thereof, as applicable, at the time and in the
          manner as provided in Section 12.10,
          sufficient to pay the aggregate Repurchase
          Price of all 2020 Debentures to be purchased
          on the applicable Repurchase Date pursuant to
          this Article XII.

          As soon as practicable after the Repurchase
          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 Repurchase Price and cash in
          lieu of any fractional shares of Common Stock.
          The Person in whose name the certificate for
          Common Stock is registered shall be treated as
          a holder of record of Common Stock on the
          Business Day following the Repurchase Date.
          Subject to Section 12.04, no payment or
          adjustment will be made for dividends on the
          Common Stock the record date for which
          occurred on or prior to the Repurchase Date.

     SECTION 12.08  TAXES.

          If a Holder of a 2020 Debenture is paid in
          Common Stock, the Company shall pay any
          documentary, stamp or similar issue or
          transfer tax due on such issue of Common
          Stock.  However, the Holder shall pay any such
          tax which is due because the Holder requests
          the Common Stock to be issued in a name other
          than the Holder's name.  The Paying Agent may
          refuse to deliver the certificates
          representing the shares of Common Stock being
          issued in a name other than the Holder's name
          until the Paying Agent receives a sum
          sufficient to pay any tax which will be due
          because the shares of Common Stock are to be
          issued in a name other than the Holder's name.

     SECTION 12.09  EFFECT OF REPURCHASE NOTICE.

          Upon receipt by the Paying Agent of the
          Repurchase Notice, the Holder of the 2020
          Debenture in respect of which such Repurchase
          Notice was given shall (unless such Repurchase
          Notice is withdrawn as specified in the
          following two paragraphs) thereafter be
          entitled to receive solely the Repurchase
          Price with respect to such 2020 Debenture.
          Such Repurchase Price shall be paid to such
          Holder, subject to receipt of funds and/or
          Common Stock by the Paying Agent, promptly
          following the later of (x) the Repurchase Date
          with respect to such 2020 Debenture (provided
          the conditions in Section 12.01 have been
          satisfied) and (y) the time of delivery of
          such 2020 Debenture to the Paying Agent by the
          Holder thereof in the manner required by
          Section 12.01.  2020 Debentures in respect of
          which a Repurchase Notice has been given by
          the Holder thereof may not be converted
          pursuant to Article XI hereof on or after the
          date of the delivery of such Repurchase Notice
          unless such Repurchase Notice has first been
          validly withdrawn as specified in the
          following two paragraphs.

          A Repurchase Notice may be withdrawn by means
          of a written notice of withdrawal delivered to
          the office of the Paying Agent in accordance
          with the Repurchase Notice at any time prior
          to the close of business on the applicable
          Repurchase Date specifying:

          (1)  the certificate number of the 2020
          Debenture in respect of which such notice of
          withdrawal is being submitted or if any of the
          2020 Debentures is in the form of a Global
          Security, then a beneficial owner of a 2020
          Debenture shall comply with the procedures of
          the Depositary applicable to the withdrawal of
          a Repurchase Notice;

          (2)  the Principal Amount of the 2020
          Debenture with respect to which such notice of
          withdrawal is being submitted; and

          (3)  the Principal Amount, if any, of such
          2020 Debenture which remains subject to the
          original Repurchase Notice and which has been
          or will be delivered for purchase by the
          Company.

          A written notice of withdrawal of a Repurchase
          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
          Repurchase Notice pursuant to the terms of
          Section 12.01(1)(D) or (ii) a conditional
          withdrawal containing the information set
          forth in Section 12.01(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 2020
          Debentures pursuant to this Article XII (other
          than through the issuance of Common Stock in
          payment of the Repurchase Price, including
          cash in lieu of fractional shares) if there
          has occurred (prior to, on or after, as the
          case may be, the giving, by the Holders of
          such 2020 Debentures, of the required
          Repurchase Notice) and is continuing an Event
          of Default (other than a default in the
          payment of the Repurchase Price with respect
          to such 2020 Debentures). The Paying Agent
          will promptly return to the respective Holders
          thereof any 2020 Debentures (x) with respect
          to which a Repurchase Notice has been
          withdrawn in compliance with this Indenture,
          or (y) held by it during the continuance of an
          Event of Default (other than a default in the
          payment of the Repurchase Price with respect
          to such 2020 Debentures) in which case, upon
          such return, the Repurchase Notice with
          respect thereto shall be deemed to have been
          withdrawn.

     SECTION 12.10  DEPOSIT OF REPURCHASE PRICE.

          Prior to 11:00 a.m. (New York City time) on
          the Business Day following the Repurchase
          Date, the Company shall deposit with the
          Trustee or with the Paying Agent an amount of
          money (in immediately available funds if
          deposited on such Business Day) and/or Common
          Stock, if permitted hereunder, sufficient to
          pay the aggregate Repurchase Price of all of
          the 2020 Debentures or portions thereof which
          are to be purchased as of the Repurchase Date.

     SECTION 12.11  SECURITIES REPURCHASED IN PART.

          Any 2020 Debenture which is to be purchased
          only in part shall be surrendered at the
          office of the Paying Agent (with, if the
          Company or the Trustee so requires, due
          endorsement by, or a written instrument of
          transfer in form satisfactory to the Company
          or the Trustee duly executed by, the Holder
          thereof or such Holder's attorney duly
          authorized in writing) and the Company shall
          execute and the Trustee shall authenticate and
          deliver to the Holder of such 2020 Debenture,
          without service charge, a new 2020 Debenture
          or 2020 Debentures, of any authorized
          denomination as requested by such Holder in
          aggregate Principal Amount equal to, and in
          exchange for, the portion of the Principal
          Amount of the 2020 Debenture so surrendered
          which is not purchased.

SECTION 12.12  COMPLY WITH SECURITIES LAWS UPON PURCHASE OF
               SECURITIES.

          In connection with any offer to purchase or
          purchase of 2020 Debentures under this Article
          XII (provided that such offer or purchase
          constitutes an "issuer tender offer" for
          purposes of Rule 13e-4 (which term, as used
          herein, includes any successor provision
          thereto) under the Exchange Act at the time of
          such offer or purchase), the Company shall (i)
          comply with Rule 13e-4 under the Exchange Act,
          (ii) file the related Schedule TO (or any
          successor schedule, form or report) under the
          Exchange Act, and (iii) otherwise comply with
          all Federal and state securities laws so as to
          permit the rights and obligations under this
          Article XII to be exercised in the time and in
          the manner specified in this Article XII.

     SECTION 12.13  REPAYMENT TO THE COMPANY.

          The Trustee and the Paying Agent shall return
          to the Company any cash or Common Stock that
          remain unclaimed for two years, subject to
          applicable unclaimed property law, together
          with interest or dividends, if any, thereon
          held by them for the payment of the Repurchase
          Price; PROVIDED, HOWEVER, that to the extent
          that the aggregate amount of cash or Common
          Stock deposited by the Company pursuant to
          Section 12.10 exceeds the aggregate Repurchase
          Price of the 2020 Debentures or portions
          thereof which the Company is obligated to
          purchase as of the Repurchase Date, then
          promptly after the Business Day following the
          Repurchase Date the Trustee shall return any
          such excess to the Company together with
          interest or dividends, if any, thereon. After
          that, Holders entitled to money must look to
          the Company for payment as general creditors,
          unless an applicable abandoned property law
          designates another Person.

     SECTION 12.14  CONVERSION ARRANGEMENT ON REPURCHASE.

          Any Securities required to be repurchased
          under this Article XII, unless surrendered for
          conversion before the close of business on the
          Repurchase Date, may be deemed to be purchased
          from the Holders of such Securities for an
          amount in cash not less than the Repurchase
          Price, by one or more investment bankers or
          other purchasers who may agree with the
          Company to purchase such Securities from the
          Holders, to convert them into Common Stock of
          the Company and to make payment for such
          Securities to the Trustee in trust for such
          Holders.

                           ARTICLE XIII

               PURCHASE OF SECURITIES AT OPTION OF
                THE HOLDER UPON CHANGE IN CONTROL


               SECTION 13.01  RIGHT TO REQUIRE REPURCHASE.

          (a)  If at any time that 2020 Debentures
          remain outstanding there shall occur a Change
          in Control, 2020 Debentures shall be purchased
          by the Company at the option of the Holders
          thereof as of the date that is 35 Business
          Days after the occurrence of the Change in
          Control (the "Change in Control Purchase
          Date") at a purchase price equal to the Issue
          Price plus accrued Original Issue Discount
          through the Change in Control Purchase Date
          (or, if the option under Section 14.01 has
          been exercised, the Restated Principal Amount
          plus accrued and unpaid interest from the
          Option Exercise Date to the Change in Control
          Purchase Date) (the "Change in Control
          Purchase Price"), subject to satisfaction by
          or on behalf of any Holder of the requirements
          set forth in subsection (c) of this Section
          13.01.

     A "Change in Control" shall be deemed to have occurred at such
time as (a) any Person, or any Persons acting together in a manner
which would constitute a "group" (a "Group") for purposes of
Section 13(d) of the Exchange Act, or any successor provision
thereto, together with any Affiliates thereof become the Beneficial
Owners, directly or indirectly, of capital stock of the Company,
entitling such Person or Persons and its or their Affiliates to
exercise more than 50% of the total voting power of all classes of
the Company's capital stock entitled to vote generally in the
election of the Company's directors or (b) the Company shall
consolidate with or merge into any other Person (other than a
Subsidiary) , or any other Person (other than a Subsidiary) shall
consolidate with or merge into the Company, or the Company shall
sell, convey, transfer or lease its properties and assets
substantially as an entirety to any Person other than a Subsidiary,
and, in the case of any such transaction the outstanding Common
Stock is reclassified into, exchanged for or converted into the
right to receive any other property or security, unless the
stockholders of the Company immediately before such transaction
beneficially own, directly or indirectly, immediately following
such transaction, at least a majority of the combined voting power
of the outstanding voting securities of the Person resulting from
such transaction or the Person acquiring such properties and
assets, entitled to vote generally on the election of such
resulting or acquiring Person's directors, in substantially the
same proportion as their ownership of the Common Stock immediately
before such transaction, PROVIDED, HOWEVER, that, with respect to
both clause (a) and (b), a Change in Control shall not be deemed to
have occurred if at least 50% of the consideration (excluding cash
payments for fractional shares) in the transaction or transactions
constituting the Change in Control consists of shares of voting
common stock of such Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved
for trading on an established automated over-the-counter trading
market in the United States.

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

          (b)  Within 15 Business Days after the
          occurrence of a Change in Control, the Company
          shall mail a written notice of the Change in
          Control to the Trustee and to each Holder. The
          notice shall include the form of a Change in
          Control Purchase Notice to be completed by the
          Holder and shall state:

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

               (2)  the date by which the Change in
          Control Purchase Notice pursuant to this
          Section 13.01 must be given;

               (3)  the Change in Control Purchase Date;

               (4)  the Change in Control Purchase
          Price;

               (5)  briefly, the conversion rights of
          the 2020 Debentures;

               (6)  the name and address of each Paying
          Agent and Conversion Agent;

               (7)  the Conversion Rate and any
          adjustments thereto;

               (8)  that 2020 Debentures as to which a
          Change in Control Purchase Notice has been
          given may be converted into Common Stock
          pursuant to Article XI only to the extent that
          the Change in Control Purchase Notice has been
          withdrawn in accordance with the terms of this
          Indenture;

               (9)  the procedures that the Holder must
          follow to exercise rights under this Section
          13.01;

               (10) the procedures for withdrawing a
          Change in Control Purchase Notice, including a
          form of notice of withdrawal; and

               (11) that the Holder must satisfy the
          requirements set forth in the 2020 Debentures
          in order to convert the Securities.

          If any of the 2020 Debentures is in the form
          of a Global Security, then the Company shall
          modify such notice to the extent necessary to
          accord with the procedures of the Depositary
          applicable to the repurchase of Global
          Securities.

          (c)  A Holder may exercise its rights
          specified in subsection (a) of this Section
          13.01 upon delivery of a written notice (which
          shall be in substantially the form included as
          an attachment to the 2020 Debentures and which
          may be delivered by letter, overnight courier,
          hand delivery, facsimile transmission or in
          any other written form and, in the case of
          Global Securities, may be delivered
          electronically or by other means in accordance
          with the Depositary's customary procedures) of
          the exercise of such rights (a "Change in
          Control Purchase Notice") to any Paying Agent
          at any time prior to the close of business on
          the Business Day next preceding the Change in
          Control Purchase Date.

          The delivery of such 2020 Debenture to any
          Paying Agent (together with all necessary
          endorsements) at the office of such Paying
          Agent shall be a condition to the receipt by
          the Holder of the Change in Control Purchase
          Price therefor.

          The Company shall purchase from the Holder
          thereof, pursuant to this Section 13.01, a
          portion of a 2020 Debenture if the Principal
          Amount 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 2020 Debenture pursuant to Sections
          13.01 through 13.06 also apply to the purchase
          of such portion of such 2020 Debenture.

          Notwithstanding anything herein to the
          contrary, any Holder delivering to a Paying
          Agent the Change in Control Purchase Notice
          contemplated by this subsection (c) shall have
          the right to withdraw such Change in Control
          Purchase Notice in whole or as to a portion
          thereof that is a Principal Amount of $1,000
          or an integral multiple thereof at any time
          prior to the close of business on the Business
          Day next preceding the Change in Control
          Purchase Date by delivery of a written notice
          of withdrawal to the Paying Agent in
          accordance with Section 13.02.

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

          Anything herein to the contrary
          notwithstanding, in the case of Global
          Securities, any Change in Control Purchase
          Notice may be delivered or withdrawn and such
          2020 Debentures may be surrendered or
          delivered for purchase in accordance with the
          applicable procedures of the Depositary as in
          effect from time to time.

     SECTION 13.02  EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

          Upon receipt by any Paying Agent of the Change
          in Control Purchase Notice specified in
          Section 13.01(c), the Holder of the 2020
          Debenture in respect of which such Change in
          Control Purchase Notice was given shall
          (unless such Change in Control Purchase Notice
          is withdrawn as specified below) thereafter be
          entitled to receive the Change in Control
          Purchase Price with respect to such 2020
          Debenture. Such Change in Control Purchase
          Price shall be paid to such Holder promptly
          following the later of (a) the Change in
          Control Purchase Date with respect to such
          2020 Debenture (provided the conditions in
          Section 13.01(c) have been satisfied) and (b)
          the time of delivery of such 2020 Debenture to
          a Paying Agent by the Holder thereof in the
          manner required by Section 13.01(c). 2020
          Debentures in respect of which a Change in
          Control Purchase Notice has been given by the
          Holder thereof may not be converted into
          Common Stock on or after the date of the
          delivery of such Change in Control Purchase
          Notice unless such Change in Control Purchase
          Notice has first been validly withdrawn.

          A Change in Control Purchase Notice may be
          withdrawn by means of a written notice (which
          may be delivered by letter, overnight courier,
          hand delivery, facsimile transmission or in
          any other written form and, in the case of
          Global Securities, may be delivered
          electronically or by other means in accordance
          with the Depositary's customary procedures) of
          withdrawal delivered by the Holder to a Paying
          Agent at any time prior to the close of
          business on the Business Day immediately
          preceding the Change in Control Purchase Date,
          specifying the Principal Amount of the
          Security or portion thereof (which must be a
          Principal Amount of $1,000 or an integral
          multiple of $1,000 in excess thereof) with
          respect to which such notice of withdrawal is
          being submitted.

     SECTION 13.03  DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

          On or before 11:00 a.m. New York City time on
          the Change in Control Purchase Date, the
          Company shall deposit with the Trustee or with
          a Paying Agent (other than the Company or an
          Affiliate of the Company) an amount of money
          (in immediately available funds if deposited
          on such Business Day) sufficient to pay the
          aggregate Change in Control Purchase Price of
          all the 2020 Debentures or portions thereof
          that are to be purchased as of such Change in
          Control Purchase Date. The manner in which the
          deposit required by this Section 13.03 is made
          by the Company shall be at the option of the
          Company, PROVIDED, HOWEVER, that such deposit
          shall be made in a manner such that the
          Trustee or a Paying Agent shall have
          immediately available funds on the Change in
          Control Purchase Date.

          If a Paying Agent holds, in accordance with
          the terms hereof, money sufficient to pay the
          Change in Control Purchase Price of any 2020
          Debenture for which a Change in Control
          Purchase Notice has been tendered and not
          withdrawn in accordance with this Indenture
          then, on the Change in Control Purchase Date,
          such 2020 Debenture will cease to be
          outstanding and the rights of the Holder in
          respect thereof shall terminate (other than
          the right to receive the Change in Control
          Purchase Price as aforesaid). The Company
          shall publicly announce the Principal Amount
          of 2020 Debentures purchased as a result of
          such Change in Control on or as soon as
          practicable after the Change in Control
          Purchase Date.

     SECTION 13.04  SECURITIES PURCHASED IN PART.

          Any 2020 Debenture that is to be purchased
          only in part shall be surrendered at the
          office of a Paying Agent and promptly after
          the Change in Control Purchase Date the
          Company shall execute and the Trustee shall
          authenticate and deliver to the Holder of such
          2020 Debenture, without service charge, a new
          2020 Debenture or 2020 Debentures, of such
          authorized denomination or denominations as
          may be requested by such Holder, in aggregate
          Principal Amount equal to, and in exchange
          for, the portion of the Principal Amount of
          the 2020 Debenture so surrendered that is not
          purchased.

     SECTION 13.05  COMPLIANCE WITH SECURITIES LAWS UPON PURCHASE OF
                    SECURITIES.

          In connection with any offer to purchase or
          purchase of 2020 Debentures under Section
          13.01, the Company shall (a) comply with Rule
          13e-4 (or any successor to either such Rule),
          if applicable, under the Exchange Act, (b)
          file the related Schedule TO (or any successor
          or similar schedule, form or report) if
          required under the Exchange Act, and (c)
          otherwise comply with all federal and state
          securities laws in connection with such offer,
          all so as to permit the rights of the Holders
          and obligations of the Company under Sections
          13.01 through 13.06 to be exercised in the
          time and in the manner specified therein.

     SECTION 13.06  REPAYMENT TO THE COMPANY.

          To the extent that the aggregate amount of
          cash deposited by the Company pursuant to
          Section 13.03 exceeds the aggregate Change in
          Control Purchase Price together with interest,
          if any, thereon of the 2020 Debentures or
          portions thereof that the Company is obligated
          to purchase, then promptly after the Change in
          Control Purchase Date the Trustee or a Paying
          Agent, as the case may be, shall return any
          such excess to the Company.


                           ARTICLE XIV

             SPECIAL TAX EVENT CONVERSION

     SECTION 14.01  OPTIONAL CONVERSION TO INTEREST-BEARING SECURITIES
                    UPON TAX EVENT.

          From and after the date (the "Option Exercise
          Date") that is the later of (i) the date (the
          "Tax Event Date") of the occurrence of a Tax
          Event and (ii) the date the Company exercises
          such option, at the option of the Company with
          respect to its 2020 Debentures only, interest
          in lieu of Original Issue Discount to accrue
          from and after the Option Exercise Date shall
          accrue at the rate of 3.5% per annum on a
          restated principal amount per $1,000 original
          Principal Amount (the "Restated Principal
          Amount") equal to the Issue Price plus
          Original Issue Discount accrued to the Option
          Exercise Date and shall be payable
          semiannually on each Interest Payment Date to
          holders of record at the close of business on
          each Regular Record Date immediately preceding
          such Interest Payment Date. Interest will be
          computed on the basis of a 360-day year
          comprised of twelve 30- day months and will
          accrue from the most recent date on which
          interest has been paid or, if no interest has
          been paid, from the Option Exercise Date.
          Within 15 days of the occurrence of a Tax
          Event, the Company shall mail a written notice
          of such Tax Event by first-class mail to the
          Trustee and within 15 days of its exercise of
          such option the Company shall mail a written
          notice of the Option Exercise Date by first-
          class mail to the Trustee and Holders of the
          2020 Debentures. From and after the Option
          Exercise Date, (i) the Company shall be
          obligated to pay at Stated Maturity, in lieu
          of the Principal Amount of a Security, the
          Restated Principal Amount thereof and (ii)
          "Issue Price and accrued Original Issue
          Discount," "Issue Price plus Original Issue
          Discount" or similar words, as used herein,
          shall mean Restated Principal Amount plus
          accrued and unpaid interest with respect to
          any 2020 Debenture. 2020 Debentures
          authenticated and delivered after the Option
          Exercise Date may, and shall if required by
          the Trustee, bear a notation in a form
          approved by the Trustee as to the conversion
          of the 2020 Debentures to interest-bearing
          2020 Debentures.


                       ARTICLE THREE

                  MISCELLANEOUS PROVISIONS


SECTION 301 INTEGRAL PART.

     This First Supplemental Indenture constitutes an integral part
of the Indenture with respect to the 2020 Debentures only.

SECTION 302 GENERAL DEFINITIONS.

     For all purposes of this First Supplemental Indenture:

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

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

SECTION 302  ADOPTION, RATIFICATION AND CONFIRMATION.

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

SECTION 304  TRUST INDENTURE ACT CONTROLS.

     If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by operation of TIA Section 318(c), the
imposed duties shall control.

SECTION 305  GOVERNING LAW.

     THIS FIRST SUPPLEMENTAL INDENTURE AND THE 2020 DEBENTURES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 306  SEVERABILITY.

     In case any provision in this First Supplemental Indenture or
in the 2020 Debentures shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall, to the fullest extent permitted by applicable
law, not in any way be affected or impaired thereby.

SECTION 307  COUNTERPART ORIGINALS.

     The parties may sign any number of copies of this First
Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.

SECTION 308  SUCCESSORS.

     All agreements of the Company in this First Supplemental
Indenture and the 2020 Debentures shall bind its successors.  All
agreements of the Trustee in this First Supplemental Indenture
shall bind its successors.

SECTION 309  TABLE OF CONTENTS, HEADINGS, ETC.

     The table of contents, cross-reference table and headings of
the Articles and Sections of this First Supplemental Indenture have
been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any
of the terms or provisions hereof.

SECTION 310  BENEFIT OF FIRST SUPPLEMENTAL INDENTURE.

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

SECTION 311  ACCEPTANCE BY TRUSTEE.

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

   IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective
corporate seals to be hereunto fixed and attested as of the day and
year first written above.
                                     GLOBAL MARINE INC.


                                     By:  /s/W. Matt Ralls
                                     Name: W. Matt Ralls
                                     Title: Senior Vice President,
                                            Chief Financial Officer and
                                            Treasurer


                                     WILMINGTON TRUST COMPANY


                                     By:  /s/David A. Vanaskey, Jr.
                                     Name:  David A. Vanaskey, Jr.
                                     Title: Vice President




                                                       ANNEX A

                        [GLOBAL SECURITY]1

                    [FORM OF FACE OF SECURITY]

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

     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY IS EXCHANGEABLE
FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]1

     [THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY
AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER
OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF
THIS  SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS
OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER.


------------------
   1. These paragraphs should be included only if the Security is a
Global Security.


     THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
COMPANY THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER
THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A)
ABOVE.]2


-----------------------
   2. [These paragraphs to be included only if the Security is a
Transfer Restricted Security.]



                    [FORM OF FACE OF SECURITY]

                        GLOBAL MARINE INC.

       ZERO COUPON CONVERTIBLE DEBENTURES DUE JUNE 23, 2020


Issue Date: June 23, 2000                 Maturity: June 23, 2020

Principal Amount at Maturity: $_________       CUSIP: 379352 AM 9

Original Issue Discount: $500.40             Issue Price: $499.60
(per $1,000 Principal Amount)       (per $1,000 Principal Amount)

Registered: No. R-

     Global Marine Inc., a Delaware corporation (the "Company",
which term includes any successor Person under the indenture
hereinafter referred to), for value received, hereby promises to
pay to Cede & Co., or registered assigns, the principal sum of
__________________ DOLLARS ($_________) [(or such greater or lesser
amount as is indicated on the Schedule of Exchanges of Securities
on the other side of this Security)]3 on June 23, 2020.  The
principal of this Security shall not bear interest, except in the
case of default in payment of principal upon acceleration,
redemption or maturity or as specified on the other side of this
Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as
specified on the other side of this Security.

     Payment of the principal of and interest, if any, on this
Security will be made at the office or agency of the Company
maintained for that purpose in The City of New York, in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company, payment of
interest, if any, may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the
Security Register. [Payments in respect of this Security shall be
made by transfer of immediately available funds to the account
specified by the Holder.]4

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

----------------------
 3 [This parenthetical to be included only if the Security is a
   Transfer Restricted Security.]
 4 [This sentence should be included only if the Security is a
   Global Security.]


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

     IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its authorized officers and its
corporate seal or a facsimile thereof to be affixed or imprinted
hereon.

Dated:
                                     GLOBAL MARINE INC.

[SEAL]                               By:
                                     Name:
                                     Title:



                                     By:
                                     Name:
                                     Title:




             TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                     WILMINGTON TRUST COMPANY, as
                                     Trustee



                                     Authorized Signature



Date of Authentication: __________________





                [FORM OF REVERSE SIDE OF SECURITY]

                        GLOBAL MARINE INC.

       ZERO COUPON CONVERTIBLE DEBENTURE DUE JUNE 23, 2020

     This Security is one of a duly authorized issue of senior
securities of the Company (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as
of September 1, 1997, as amended by the First Supplemental
Indenture thereto, dated as of June 23, 2000 (as so amended, herein
called the "Indenture"), between the Company and Wilmington Trust
Company, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the
face hereof, limited in aggregate principal amount at maturity to
$600,000,000; PROVIDED, HOWEVER, that in the event the Company
sells any Securities pursuant to the Option granted to the Initial
Purchaser pursuant to Section 3 of the Purchase Agreement, the
Securities shall be limited in aggregate principal amount at
maturity to up to $660,000,000.

INTEREST

     This Security shall not bear interest, except as specified in
this paragraph or as described under "Tax Event". If the Principal
Amount hereof or any portion of such Principal Amount is not paid
when due (whether upon acceleration pursuant to Section 6.02 of the
Indenture, upon the date set for payment of the Redemption Price as
described under "Optional Redemption", upon the date set for
payment of the Change in Control Purchase Price pursuant to
"Purchase of Securities at Option of Holder Upon a Change in
Control", upon the date set for payment of the Repurchase Price
under "Repurchase by the Company at the Option of the Holder" or
upon the Stated Maturity of this Security) or if interest due
hereon, if any (or any portion of such interest), is not paid when
due, then in each such case the overdue amount shall, to the extent
permitted by law, bear interest at the rate of 3.5% 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 as set forth in the
Indenture. The accrual of such interest on overdue amounts shall be
in lieu of, and not in addition to, the continued accrual of
Original Issue Discount. Original Issue Discount (the difference
between the Issue Price and the Principal Amount of the Security),
in the period during which a Security remains outstanding, shall
accrue at 3.5% per annum, on a semiannual bond equivalent basis
using a 360-day year composed of twelve 30-day months, from the
Issue Date of this Security.

OPTIONAL REDEMPTION

     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 at the Redemption Price set forth
below, on or after June 23, 2005.

     The table below shows Redemption Prices of a Security per
$1,000 Principal Amount on the dates shown below and at Stated
Maturity, which prices reflect accrued Original Issue Discount
calculated through each such date. The Redemption Price of a
Security redeemed between such dates shall include an additional
amount reflecting the additional Original Issue Discount accrued
since the immediately preceding date in the table.

<TABLE>
<CAPTION>
                              (1)               (2)               (3)
                        Debenture Issue   Accrued Original  Redemption Price
Redemption Date              Price         Issue Discount       (1)+(2)
<S>                         <C>                <C>             <C>
June 23, 2005               $499.60            $94.65           $594.25
June 23, 2006                499.60            115.63            615.23
June 23, 2007                499.60             37.35            636.95
June 23, 2008                499.60            159.84            659.44
June 23, 2009                499.60            183.12            682.72
June 23, 2010                499.60            207.22            706.82
June 23, 2011                499.60            232.18            731.78
June 23, 2012                499.60            258.02            757.62
June 23, 2013                499.60            284.76            784.36
June 23, 2014                499.60            312.46            812.06
June 23, 2015                499.60            341.13            840.73
June 23, 2016                499.60            370.81            870.41
June 23, 2017                499.60            401.54            901.14
June 23, 2018                499.60            433.36            932.96
June 23, 2019                499.60            466.30            965.90
At stated maturity           499.60            500.40          1,000.00
</TABLE>

     If converted to an interest-bearing debenture following the
occurrence of a Tax Event, this Security will be redeemable at the
Restated Principal Amount plus accrued and unpaid interest from the
date of such conversion to the Redemption Date; but in no event
will this Security be redeemable before June 23, 2005.

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

NOTICE OF REDEMPTION.

     Notice of redemption will be mailed by first-class mail at
least 15 days but not more than 60 days before the Redemption Date
to each Holder of Securities to be redeemed at its registered
address. Securities in denominations larger than $1,000 Principal
Amount may be redeemed in part, but only in whole multiples of
$1,000. On and after the Redemption Date, subject to the deposit
with the Paying Agent of funds sufficient to pay the Redemption
Price, Original Issue Discount (or interest, if the Security is
converted to an interest-bearing debenture) ceases to accrue on
Securities or portions thereof called for redemption.

PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A CHANGE IN
CONTROL.

     At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to
purchase all or any part specified by the Holder (so long as the
Principal Amount of such part is $1,000 or an integral multiple of
$1,000 in excess thereof) of the Securities held by such Holder on
the date that is 35 Business Days after the occurrence of a Change
in Control, at a Change in Control Purchase Price equal to the
Issue Price plus accrued Original Issue Discount through the Change
in Control Purchase Date. The Holder shall have the right to
withdraw any Change in Control Purchase Notice (in whole or in a
portion thereof that is $1,000 Principal Amount or an integral
multiple of $1,000 in excess thereof) at any time prior to the
close of business on the Business Day prior to the Change in
Control Purchase Date by delivering a written notice of withdrawal
to the Paying Agent in accordance with the terms of the Indenture.

     If prior to a Change in Control Purchase Date this Security
has been converted to an interest-bearing debenture following the
occurrence of a Tax Event, the Change in Control Purchase Price
shall be equal to the Restated Principal Amount plus accrued and
unpaid interest from the date of conversion to the Change in
Control Purchase Date.

CONVERSION.

     A Holder of a Security may convert the Security into shares of
Common Stock at any time until the close of business on the
Business Day prior to the Stated Maturity; provided, however, that
if the Security is called for redemption, the conversion right will
terminate at the close of business on the Business Day immediately
preceding the Redemption Date for such Security or such earlier
date as the Holder presents such Security for redemption (unless
the Company shall default in making the redemption payment when
due, in which case the conversion right shall terminate at the
close of business on the date such default is cured and such
Security is redeemed). A Security in respect of which a Holder has
delivered a Repurchase 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 12.2182
shares of Common Stock per $1,000 Principal Amount, subject to
adjustment in certain events described in the Indenture. The
Company will deliver cash or a check in lieu of any fractional
share of Common Stock.

     In the event the Company exercises its option pursuant to
Section 14.01 of the Indenture to have interest in lieu of Original
Issue Discount accrue on the Security following a Tax Event, the
Holder will be entitled on conversion to receive the same number of
shares of Common Stock such Holder would have received if the
Company had not exercised such option. If the Company exercises
such option, Securities surrendered for conversion during the
period from the close of business on any Regular Record Date
immediately preceding any Interest Payment Date to the opening of
business of such Interest Payment Date (except Securities or
portions of Securities to be redeemed on a Redemption Date
occurring during the period from the close of business on a Regular
Record Date and ending on the opening of business on the first
Business Day after the next Interest Payment Date, or if this
Interest Payment Date is not a Business Day, the second Business
Day after the Interest Payment Date) must be accompanied by payment
from the Holder of an amount equal to the interest thereon that the
registered Holder is to receive from the Company on such Interest
Payment Date. Except where Securities surrendered for conversion
must be accompanied by payment as described above, no interest on
converted Securities will be payable by the Company on any Interest
Payment Date subsequent to the date of conversion.

     A Holder may convert a portion of a Security if the Principal
Amount 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. On conversion of a
Security, that portion of accrued Original Issue Discount (and
interest if the Security is converted to an interest-bearing
debenture) attributable to the period from the Issue Date (or, in
the case of interest, if the Company has exercised the option
referred to in "Tax Event", the later of (x) the date of such
exercise and (y) the date on which interest was last paid) through
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 the
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 terms hereof; and the fair market
value of such shares of Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue
Discount (and interest, if the Company has exercised its option
provided for in "Tax Event") accrued through the Conversion Date,
and the balance, if any, of such fair market value of such Common
Stock (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Security being converted
pursuant to the provisions hereof.

     No fractional shares will be issued upon conversion; in lieu
thereof, an amount will be paid in cash based upon the closing
price of the Common Stock on the Trading Day immediately prior to
the Conversion Date.

     To convert a Security, a Holder must (a) complete and manually
sign the conversion notice set forth below and deliver such notice
to a Conversion Agent, (b) surrender the Security to the Conversion
Agent, (c) furnish appropriate endorsements and transfer documents
(including any certification that may be required under applicable
law) if required by the Conversion Agent, and (d) pay any transfer
or similar tax, if required.

REPURCHASE 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
Repurchase Dates and at the following Repurchase Prices per $1,000
Principal Amount, upon delivery of a Repurchase 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 Repurchase Date until the close of business on such Repurchase
Date and upon delivery of the Securities to the Paying Agent by the
Holder as set forth in the Indenture.

                 Repurchase Date        Repurchase Price
                 ---------------        ----------------
                  June 23, 2005              $594.25
                  June 23, 2010              $706.82
                  June 23, 2015              $840.73

     The Repurchase Price (equal to the Issue Price plus accrued
Original Issue Discount through the Repurchase Date) may be paid,
at the option of the Company, in cash or by the issuance of Common
Stock (as provided in the Indenture), or in any combination
thereof.

     If prior to a Repurchase Date this Security has been converted
to an interest-bearing debenture following the occurrence of a Tax
Event, the Repurchase Price will be equal to the Restated Principal
Amount plus accrued and unpaid interest from the date of conversion
to the Repurchase Date.

     Holders have the right to withdraw any Repurchase Notice by
delivering to the Paying Agent a written notice of withdrawal prior
to the close of business on the Repurchase Date in accordance with
the provisions of the Indenture.

     If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Repurchase Price of all Securities or
portions thereof to be purchased as of the Repurchase Date, is
deposited with the Paying Agent on the Business Day following the
Repurchase Date, such Securities shall cease to be outstanding,
Original Issue Discount (or interest, if this Security has been
converted to an interest-bearing debenture following the occurrence
of a Tax Event) ceases to accrue on such Securities (or portions
thereof) immediately after such Repurchase Date, and the Holder
thereof shall have no other rights as such (other than the right to
receive the Repurchase Price upon surrender of such Security).

TAX EVENT.

     From and after the date (the "Option Exercise Date") that is
the later of (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event and (ii) the date the Company exercises such option,
at the option of the Company, interest in lieu of future Original
Issue Discount shall accrue at the rate of 3.5% per annum on a
Principal Amount per Security (the "Restated Principal Amount")
equal to the Issue Price plus Original Issue Discount accrued
through the Option Exercise Date and shall be payable semiannually
on June 23 and December 23 of each year (each an "Interest Payment
Date") to holders of record at the close of business on June 8 or
December 8 (each a "Regular Record Date") immediately preceding
such Interest Payment Date. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months and will accrue
from the most recent date to which interest has been paid or, if no
interest has been paid, from the Option Exercise Date.

     Interest on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be
paid to the person in whose name that Security is registered at the
close of business on the Regular Record Date.

     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 Regular
Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company as provided for in
Section 2.14 of the Indenture.

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 bankers or other purchasers who may agree with the
Company to purchase such Securities from the Holders, to convert
them into Common Stock of the Company and to make payment for such
Securities to the Paying Agent in trust for such Holders.

TRANSFER.

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

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

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

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

AMENDMENT, SUPPLEMENT AND WAIVER

     Subject to certain exceptions and limitations, the Indenture
or the Securities may be amended or supplemented with the consent
of the Holders of at least a majority in principal amount of the
then outstanding Securities of all series of Securities affected by
such amendment or supplement (acting as one class), and any
existing or past Default or Event of Default under, or compliance
with any provision of, the Indenture may be waived (other than any
continuing Default or Event of Default in the payment of the
principal of or interest on the Securities) by the Holders of at
least a majority in principal amount of the then outstanding
Securities of any series or of all series (acting as one class) in
accordance with the terms of the Indenture.  Without the consent of
any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Securities or waive any provision of either, to
cure any ambiguity, omission, defect or inconsistency; to comply
with the provisions of the Indenture relating to merger,
consolidation and certain other transactions; to provide for
uncertificated Securities in addition to or in place of
certificated Securities; to provide any security for the Securities
or to add guarantees of the Securities; to comply with any
requirement in order to effect or maintain the qualification of the
Indenture under the TIA; to add to the covenants of the Company for
the benefit of the Holders of the Securities, or to surrender any
right or power conferred by the Indenture upon the Company; to add
any additional Events of Default with respect to all or any series
of the Debt Securities; to change or eliminate any of the
provisions of the Indenture, PROVIDED that no Security is adversely
affected in any material respect; to supplement any of the
provisions of the Indenture to such extent as shall be necessary to
permit or facilitate the defeasance and discharge of the Securities
pursuant to the Indenture; to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with
respect to the Securities and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts thereunder by more
than one Trustee, pursuant to the requirements of the Indenture; or
to make provision with respect to the conversion rights of this
Security pursuant to the requirements of Article XI of the
Indenture.

     The right of any Holder to participate in any consent required
or sought pursuant to any provision of the Indenture (and the
obligation of the Company to obtain any such consent otherwise
required from such Holder) may be subject to the requirement that
such Holder shall have been the Holder of record of any Securities
with respect to which such consent is required or sought as of a
date fixed in accordance with the terms of the Indenture.
Without the consent of each Holder affected, the Company may
not (i) reduce the amount of Securities whose Holders must consent
to an amendment, supplement or waiver, (ii) reduce the rate of or
change the time for payment of interest, including default
interest, on any Security, (iii) reduce the principal of or premium
on, or change the Stated Maturity of, any Security, (iv) reduce the
premium, if any, payable upon the redemption of any Security or
change the time at which any Security may or shall be redeemed,
(v) change the coin or currency in which any Security or any
premium or interest with respect thereto are payable, (vi) impair
the right to institute suit for the enforcement of any payment of
principal of or premium (if any) or interest on any Security, (vii)
make any change in the percentage of principal amount of Securities
necessary to waive compliance with certain provisions of the
Indenture, (viii) waive a continuing Default or Event of Default in
the payment of principal of or premium (if any) or interest on the
Securities, or (ix) adversely affect the right to convert this
Security as provided in Article XI of the Indenture, or adversely
affect the right to require the Company to repurchase this Security
as provided in Article XII of the Indenture.

     A supplemental indenture that changes or eliminates any
covenant or other provision of the Indenture which has expressly
been included solely for the benefit of one or more particular
series of Securities under the Indenture, or which modifies the
rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the
rights under the Indenture of the Holders of Securities of any
other series.

SUCCESSOR PERSON

     When a successor person assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance
with the terms and conditions of the Indenture, the predecessor
person will (except in certain circumstances specified in the
Indenture) be released from those obligations.

DEFAULTS AND REMEDIES

     Events of Default are defined in the Indenture and generally
include: (i) default by the Company for 30 days in payment of any
interest on the Securities of this series; (ii) default in payment
of the Principal Amount (or, if the Securities of this series have
been converted to semiannual coupon debentures following a Tax
Event, the Restated Principal Amount), the Issue Price plus accrued
Original Issue Discount, the Redemption Price, Repurchase Price or
Change in Control Purchase Price, as the case may be, in respect of
the Securities when the same becomes due and payable; (iii) default
by the Company in compliance with any of its other covenants or
agreements in, or provisions of, the Securities or in the Indenture
which shall not have been remedied within 90 days after written
notice by the Trustee or by the holders of at least 25% in
principal amount of the Securities of the relevant series then
outstanding (or, in the event that other  Securities issued under
the Indenture are also affected by the default, then 25% in
principal amount of all outstanding Securities so affected); or
(iv) certain events involving bankruptcy, insolvency or
reorganization of the Company.  If an Event of Default occurs and
is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series
affected by such default (or, in the case of an Event of Default
described in clause (iii) above, if outstanding Securities of other
series are affected by such Default, then at least 25% in principal
amount of the then outstanding Securities so affected), may declare
the principal of and interest on all the Securities to be
immediately due and payable, except that in the case of an Event of
Default arising from certain events of bankruptcy, insolvency or
reorganization of the Company, all outstanding Securities become
due and payable immediately without further action or notice.  The
portion of the Principal Amount of each Security of this series
that shall become due upon the acceleration or upon such events of
bankruptcy, insolvency or reorganization of the Company is equal to
the Issue Price plus accrued Original Issue Discount on such
Security or, if such Security has been converted to an interest
bearing debenture, the Restated Principal Amount plus accrued and
unpaid interest from the date of conversion.  Holders may not
enforce the Indenture or the Securities except as provided in the
Indenture.  The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the
Securities.  Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Securities of this
series (or all affected Securities) may direct the Trustee in its
exercise of any trust or power.  The Trustee may withhold from
Holders notice of any continuing default (except a default in
payment of principal or interest) if it determines that withholding
notice is in their interests.  The Company must furnish an annual
compliance certificate to the Trustee.

DISCHARGE PRIOR TO MATURITY

     The Indenture with respect to the Securities shall be
discharged and canceled upon the payment of all of the Securities
and shall be discharged except for certain obligations upon the
irrevocable deposit with the Trustee of funds or U.S. Government
Obligations sufficient for such payment.

NO RECOURSE AGAINST OTHERS

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

AUTHENTICATION

     This Security shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

INDENTURE TO CONTROL; GOVERNING LAW

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

     THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW
TO THE EXTENT THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.


ABBREVIATIONS AND DEFINITIONS

     Customary abbreviations may be used in the name of the Holder
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 Gifts to Minors Act).

     All terms defined in the Indenture and used in this Security
but not specifically defined herein are defined in the Indenture
and are used herein as so defined.



                        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 to be converted (must be $1,000 or a multiple of $1,000):
$______________.

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

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

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


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

*Signature guaranteed by: ____________________________________________


By:  ___________________________




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



     OPTION OF HOLDER TO ELECT PURCHASE ON CHANGE IN CONTROL

     If you want to elect to have this Security purchased, in whole
or in part, by the Company pursuant to Section 13.01 of the
Indenture, check the following box: [  ]

     If you want to have only part of this Security purchased by
the Company pursuant to Section 13.01 of the Indenture, state the
Principal Amount you want to be purchased (must be $1,000 or a
multiple of $1,000): $________________


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

*Signature guaranteed by: ___________________________________________


By: _________________________



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



               SCHEDULE OF EXCHANGES OF SECURITIES5


     The following exchanges, redemptions, repurchases or
conversions of a part of this Global Security have been made:

                           AMOUNT OF DECREASE IN     AMOUNT OF INCREASE IN
                         PRINCIPAL AMOUNT OF THIS   PRINCIPAL AMOUNT OF THE
   DATE OF TRANSACTION        GLOBAL SECURITY           GLOBAL SECURITY
   ___________________   ________________________   _______________________








------------------
     5 This schedule should be included only if the Security is a Global
Security.



  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF
TRANSFER OF RESTRICTED SECURITIES6

     Re:  Zero Coupon Convertible Debentures Due June 23, 2020 (the
          "Securities") of Global Marine Inc.

     This certificate relates to $_________ principal amount at
maturity of Securities owned in (check applicable box)

     ( ) book-entry or

     ( ) definitive form

by ____________________________________ (the "Transferor").

     The Transferor has requested a Registrar or the Trustee to
exchange or  register the transfer of such Securities.

     In connection with such request and in respect of each such
Security,  the Transferor does hereby certify that the Transferor
is familiar with  transfer restrictions relating to the Securities
as provided in Section 102 of the First Supplemental Indenture
dated as of June 23, 2000 to the Indenture, dated as of September
1, 1997 (as so amended and supplemented, the "Indenture"), between
Global Marine Inc. and Wilmington Trust Company.

     In connection with any transfer of any of the Securities
evidenced by this certificate occurring prior to the expiration of
the period referred to in Rule 144(k) under the Securities Act
after the later of the date of original issuance of such Securities
and the last date, if any, on which such Securities were owned by
the Company or any Affiliate of the Company, the undersigned
confirms that such Securities are being transferred in accordance
with its terms:

CHECK ONE BOX BELOW

     (1)  ( )  to the Company; or

     (2)  ( )  pursuant to an effective registration statement
               under the Securities Act of 1933; or

     (3)  ( )  inside the United States to a "qualified
               institutional buyer" (as defined in Rule 144A under
               the Securities Act of 1933) that purchases for its
               own account or for the account of a qualified
               institutional buyer to whom notice is given that


--------------------
     6 This certificate should only be included if this Security is a
Transfer Restricted Security.



               such transfer is being made in reliance on Rule
               144A, in each case pursuant to and in compliance
               with Rule 144A under the Securities Act of 1933; or

     (4)  ( )  outside the United States in an offshore
               transaction within the meaning of Regulation S
               under the Securities Act in compliance with Rule
               904 under the Securities Act of 1933; or

     (5)  ( )  pursuant to another available exemption from
               registration provided by Rule 144 under the
               Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to
register any of the Securities evidenced by this certificate in the
name of any person other than the registered holder thereof;
PROVIDED, HOWEVER, that if box (4) or (5) is checked, the Trustee
may require, prior to registering any such transfer of the
Securities, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that
such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act of 1933, such as the exemption provided by Rule 144
under such Act.


                                     Signature

Signature Guarantee:



Signature must be guaranteed         Signature


      TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to
which it exercises sole investment discretion and that it and any
such account is a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act of 1933, and is aware
that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing
representations in order to claim the exemption from registration
provided by Rule 144A.

Dated:______________________        ________________________________
                                    NOTICE: To be executed by an
                                            executive officer