<Page>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY




                                LEGG MASON, INC.

                           Liquid Yield OptionTM Notes
                                    due 2031
                                  $567,285,000
                              (Zero Coupon-Senior)
           ----------------------------------------------------------

                                    INDENTURE

                               Dated June 6, 2001
           ----------------------------------------------------------

                              The Bank of New York

                                     TRUSTEE

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

                    TMTrademark of Merrill Lynch & Co., Inc.



<Page>


                             CROSS REFERENCE TABLE*


IA Section..........................................         Indenture Section
310(a)(1)...........................................               7.10
     (a)(2).........................................               7.10
     (a)(3).........................................               N.A.
     (a)(4).........................................               N.A.
     (b)............................................            7.08; 7.10
     (c)............................................               N.A.
311(a)..............................................               7.11
     (b)............................................               7.11
     (c)............................................               N.A.
312(a)..............................................               2.05
     (b)............................................               13.03
     (c)............................................               13.03
313(a)..............................................               7.06
     (b)(1).........................................               N.A.
     (b)(2).........................................               7.06
     (c)............................................               13.02
     (d)............................................               7.06
314(a)..............................................         4.02; 4.03; 13.02
     (b)............................................               N.A.
     (c)(1).........................................               13.04
     (c)(2).........................................               13.04
     (c)(3).........................................               N.A.
     (d)............................................               N.A.
     (e)............................................               13.05
     (f)............................................               N.A.
315(a)..............................................               7.01
     (b)............................................            7.05; 13.02
     (c)............................................               7.01
     (d)............................................               7.01
     (e)............................................               6.11
316(a) (last sentence)..............................               2.08
     (a)(1)(A)......................................               6.05
     (a)(1)(B)......................................               6.04
     (a)(2).........................................               N.A.
     (b)............................................               6.07
317(a)(1)...........................................               6.08
     (a)(2).........................................               6.09
     (b)............................................               2.04
318(a)..............................................               13.01
                          N.A. means Not Applicable.





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


                                       1
<Page>


                               TABLE OF CONTENTS*

<Table>
<Caption>
                                                                                                              PAGE

                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                 <C>                                                                                      <C>
   SECTION 1.01      Definitions...............................................................................1
   SECTION 1.02      Other Definitions.........................................................................5
   SECTION 1.03      Incorporation by Reference of Trust Indenture Act.........................................6
   SECTION 1.04      Rules of Construction.....................................................................7
   SECTION 1.05      Acts of Holders...........................................................................7

                                    ARTICLE 2
                                 THE SECURITIES

   SECTION 2.01      Form and Dating...........................................................................8
   SECTION 2.02      Execution and Authentication.............................................................10
   SECTION 2.03      Registrar, Paying Agent, Conversion Agent and Bid Solicitation
                           Agent..............................................................................11
   SECTION 2.04      Paying Agent to Hold Money and Securities in Trust.......................................11
   SECTION 2.05      Securityholder Lists.....................................................................12
   SECTION 2.06      Transfer and Exchange....................................................................12
   SECTION 2.07      Replacement Securities...................................................................13
   SECTION 2.08      Outstanding Securities; Determinations of Holders' Action................................14
   SECTION 2.09      Temporary Securities.....................................................................15
   SECTION 2.10      Cancellation.............................................................................15
   SECTION 2.11      Persons Deemed Owners....................................................................16
   SECTION 2.12      Global Securities........................................................................16
   SECTION 2.13      CUSIP Numbers............................................................................21

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

   SECTION 3.01      Right to Redeem; Notices to Trustee......................................................21
   SECTION 3.02      Selection of Securities to Be Redeemed...................................................21
   SECTION 3.03      Notice of Redemption.....................................................................22
   SECTION 3.04      Effect of Notice of Redemption...........................................................23
   SECTION 3.05      Deposit of Redemption Price..............................................................23
   SECTION 3.06      Securities Redeemed in Part..............................................................23
   SECTION 3.07      Conversion Arrangement on Call for Redemption............................................23
   SECTION 3.08      Purchase of Securities at Option of the Holder...........................................24
   SECTION 3.09      Purchase of Securities at Option of the Holder upon Change in
                           Control............................................................................30


                                       i

<Page>

<S>                 <C>                                                                                      <C>
   SECTION 3.10      Effect of Purchase Notice or Change in Control Purchase Notice...........................34
   SECTION 3.11      Deposit of Purchase Price or Change in Control Purchase Price............................35
   SECTION 3.12      Securities Purchased in Part.............................................................35
   SECTION 3.13      Covenant to Comply With Securities Laws Upon Purchase of
                           Securities.........................................................................35
   SECTION 3.14      Repayment to the Company.................................................................36

                                    ARTICLE 4
                                    COVENANTS

   SECTION 4.01      Payment of Securities....................................................................36
   SECTION 4.02      SEC and Other Reports....................................................................37
   SECTION 4.03      Compliance Certificate...................................................................37
   SECTION 4.04      Further Instruments and Acts.............................................................37
   SECTION 4.05      Maintenance of Office or Agency..........................................................37
   SECTION 4.06      Delivery of Certain Information..........................................................38
   SECTION 4.07      Calculation of Original Issue Discount...................................................38

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

   SECTION 5.01      When Company May Merge or Transfer Assets................................................39

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

   SECTION 6.01      Events of Default........................................................................40
   SECTION 6.02      Acceleration.............................................................................42
   SECTION 6.03      Other Remedies...........................................................................42
   SECTION 6.04      Waiver of Past Defaults..................................................................43
   SECTION 6.05      Control by Majority......................................................................43
   SECTION 6.06      Limitation on Suits......................................................................43
   SECTION 6.07      Rights of Holders to Receive Payment.....................................................44
   SECTION 6.08      Collection Suit by Trustee...............................................................44
   SECTION 6.09      Trustee May File Proofs of Claim.........................................................44
   SECTION 6.10      Priorities...............................................................................45
   SECTION 6.11      Undertaking for Costs....................................................................45
   SECTION 6.12      Waiver of Stay, Extension or Usury Laws..................................................46

                                    ARTICLE 7
                                     TRUSTEE

   SECTION 7.01      Duties of Trustee........................................................................46
   SECTION 7.02      Rights of Trustee........................................................................47
   SECTION 7.03      Individual Rights of Trustee.............................................................49
   SECTION 7.04      Trustee's Disclaimer.....................................................................49
   SECTION 7.05      Notice of Defaults.......................................................................49
   SECTION 7.06      Reports by Trustee to Holders............................................................49
   SECTION 7.07      Compensation and Indemnity...............................................................50


                                       ii

<Page>

<S>                 <C>                                                                                      <C>
   SECTION 7.08      Replacement of Trustee...................................................................50
   SECTION 7.09      Successor Trustee by Merger..............................................................51
   SECTION 7.10      Eligibility; Disqualification............................................................51
   SECTION 7.11      Preferential Collection of Claims Against Company........................................52

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

   SECTION 8.01      Discharge of Liability on Securities.....................................................52
   SECTION 8.02      Repayment to the Company.................................................................52

                                    ARTICLE 9
                                   AMENDMENTS

   SECTION 9.01      Without Consent of Holders...............................................................52
   SECTION 9.02      With Consent of Holders..................................................................53
   SECTION 9.03      Compliance with Trust Indenture Act......................................................54
   SECTION 9.04      Revocation and Effect of Consents, Waivers and Actions...................................54
   SECTION 9.05      Notation on or Exchange of Securities....................................................54
   SECTION 9.06      Trustee to Sign Supplemental Indentures..................................................55
   SECTION 9.07      Effect of Supplemental Indentures........................................................55

                                   ARTICLE 10
                          SPECIAL TAX EVENT CONVERSION

   SECTION 10.01      Optional Conversion to Semiannual Coupon Note Upon Tax Event............................55

                                   ARTICLE 11
                                   CONVERSION

   SECTION 11.01      Conversion Privilege....................................................................56
   SECTION 11.02      Conversion Procedure....................................................................57
   SECTION 11.03      Fractional Shares.......................................................................58
   SECTION 11.04      Taxes on Conversion.....................................................................58
   SECTION 11.05      Company to Provide Stock................................................................58
   SECTION 11.06      Adjustment for Change In Capital Stock..................................................59
   SECTION 11.07      Adjustment for Rights Issue.............................................................59
   SECTION 11.08      Adjustment for Other Distributions......................................................61
   SECTION 11.09      When Adjustment May Be Deferred.........................................................63
   SECTION 11.10      When No Adjustment Required.............................................................64
   SECTION 11.11      Notice of Adjustment....................................................................64
   SECTION 11.12      Voluntary Increase......................................................................64
   SECTION 11.13      Notice of Certain Transactions..........................................................64
   SECTION 11.14      Reorganization of Company; Special Distributions........................................65
   SECTION 11.15      Company Determination Final.............................................................66
   SECTION 11.16      Trustee's Adjustment Disclaimer.........................................................66
   SECTION 11.17      Simultaneous Adjustments................................................................66
   SECTION 11.18      Successive Adjustments..................................................................66


                                      iii

<Page>

<Caption>

                                   ARTICLE 12
                               PAYMENT OF INTEREST

<S>                 <C>                                                                                      <C>
   SECTION 12.01      Interest Payments.......................................................................66
   SECTION 12.02      Defaulted Interest......................................................................67
   SECTION 12.03      Interest Rights Preserved...............................................................68

                                   ARTICLE 13
                                  MISCELLANEOUS

   SECTION 13.01      Trust Indenture Act Controls............................................................68
   SECTION 13.02      Notices; Address of Agency in Manhattan.................................................68
   SECTION 13.03      Communication by Holders with Other Holders.............................................69
   SECTION 13.04      Certificate and Opinion as to Conditions Precedent......................................69
   SECTION 13.05      Statements Required in Certificate or Opinion...........................................70
   SECTION 13.06      Separability Clause.....................................................................70
   SECTION 13.07      Rules by Trustee, Paying Agent, Conversion Agent and Registrar..........................70
   SECTION 13.08      Calculations............................................................................71
   SECTION 13.09      Legal Holidays..........................................................................71
   SECTION 13.10      Governing Law...........................................................................71
   SECTION 13.11      No Recourse Against Others..............................................................71
   SECTION 13.12      Successors..............................................................................71
   SECTION 13.13      Multiple Originals......................................................................71
</Table>




                                       iv


<Page>


            INDENTURE dated as of June 6, 2001 between LEGG MASON, INC., a
Maryland corporation ("Company"), and The Bank of New York, a New York banking
corporation ("TRUSTEE").

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

                                   ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE



            SECTION 1.01 DEFINITIONS.

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

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

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

            "BOARD OF DIRECTORS" means either the board of directors of the
Company or any duly authorized committee of such board.

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

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

            "CERTIFICATED SECURITIES" means Securities that are in the form of
the Securities attached hereto as Exhibit A-2.



                                       1
<Page>

            "COMMON STOCK" shall mean the shares of Common Stock, $0.10 par
value, of the Company as it exists on the date of this Indenture or any other
shares of Capital Stock of the Company into which the Common Stock shall be
reclassified or changed.

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

            "COMPANY REQUEST" or "COMPANY ORDER" means a written request or
order signed in the name of the Company by any two Officers.

            "CORPORATE TRUST OFFICE" means the principal office of the Trustee
at which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, New York, NY 10286,
Attention: Corporate Trust Administration, or such other address as the Trustee
may designate from time to time by notice to the Holders and the Company, or the
principal corporate trust office of any successor Trustee (or such other address
as a successor Trustee may designate from time to time by notice to the Holders
and the Company).

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

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

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

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

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

            "INSTITUTIONAL ACCREDITED INVESTOR SECURITY" means a Security in the
form of the Security attached hereto as Exhibit A-2, representing Securities
sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2),
(3) and (7) under the Securities Act).

            "INTEREST PAYMENT DATE" means each date specified as such in
paragraph 11(c) of the Securities.

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



                                       2
<Page>

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

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

            "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 13.04 and 13.05, signed in the name of the
Company by any two Officers, and delivered to the Trustee. An Officers'
Certificate given pursuant to Section 4.03 shall be signed by an authorized
financial or accounting Officer of the Company but need not contain the
information specified in Sections 13.04 and 13.05.

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

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

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

            "PRINCIPAL AMOUNT AT MATURITY" of a Security means the Principal
Amount at Maturity as set forth on the face of the Security.

            "PURCHASE DATE" means each date specified as such in paragraph 7 of
the Securities.

            "PURCHASE PRICE" means, with respect to any Purchase Date, the
applicable amount specified as such in paragraph 7 of the Securities.

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

            "REDEMPTION PRICE" or "REDEMPTION PRICE" shall have the meaning set
forth in paragraph 6 of the Securities.

            "REGULAR RECORD DATE" means, with respect to any Interest Payment
Date, the date specified in paragraph 11(c) of the Securities.

            "RESPONSIBLE OFFICER" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, trust officer or
any other officer of the Trustee who customarily



                                       3
<Page>

performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

            "RESTRICTED SECURITY" means a Security required to bear the
restrictive legend set forth in the form of Security set forth in Exhibits A-1
and A-2 of this Indenture.

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

            "SEC" means the Securities and Exchange Commission.

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

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

            "SIGNIFICANT SUBSIDIARY", as such term is defined in Rule 1-02 of
Regulation S-X under the Securities Act of 1933, as amended.

            "SPECIAL RECORD DATE" means for the payment of any Defaulted
Interest, the date fixed by the Trustee pursuant to Section 12.02.

            "STATED MATURITY", when used with respect to any Security or any
installment of semiannual or contingent interest thereon, means the date
specified in such Security as the fixed date on which an amount equal to the
Principal Amount at Maturity of such Security or such installment of semiannual
or contingent interest is due and payable.

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

            "TAX 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 May 31, 2001, 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


                                       4
<Page>

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 6, 2001, there is more than an
insubstantial risk that amounts that are treated as interest on the Securities
for United States federal income tax purposes including amounts that are so
treated based on the comparable yield and the projected payment schedule set
forth in Annex C hereof and any "net positive adjustments," as defined in
Treasury Regulation Section 1.1275-4(b)(6), resulting from interest payable on
the Securities pursuant to Article 12 hereof and from amounts of liquidated
damages payable pursuant to the registration rights agreement (but excluding any
other net positive adjustments) 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.

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

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

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

            SECTION 1.02 OTHER DEFINITIONS.

                                                               DEFINED IN
TERM                                                           SECTION
----                                                           -------

"Act"...........................................................1.05(a)
"Agent Members".................................................2.12(e)
"Associate".....................................................3.09(a)
"Average Sale Price"..............................................11.01
"Bankruptcy Law"...................................................6.01
"beneficial owner"..............................................3.09(a)
"Bid Solicitation Agent'...........................................2.03
"cash"..........................................................3.08(b)
"Change in Control".............................................3.09(a)
"Change in Control Purchase Date"...............................3.09(a)
"Change in Control Purchase Notice".............................3.09(c)
"Change in Control Purchase Price"..............................3.09(a)


                                       5
<Page>

"Company Notice"................................................3.08(e)
"Company Notice Date"...........................................3.08(c)
"Conversion Agent".................................................2.03
"Conversion Date".................................................11.02
"Conversion Rate".................................................11.01
"Custodian"........................................................6.01
"Defaulted Interest"..............................................12.03
"Depositary"....................................................2.01(a)
"DTC"...........................................................2.01(a)
"Event of Default".................................................6.01
"Exchange Act"..................................................3.08(d)
"Ex-Dividend Date".............................................11.08(b)
"Ex-Dividend Time"................................................11.01
"Extraordinary Cash Dividend".....................................11.08
"Institutional Accredited Investors"............................2.01(b)
"Legal Holiday"...................................................13.08
"Legend"........................................................2.06(f)
"LYON Market Price".........................................Exhibit A-1
"Market Price"..................................................3.08(d)
"Measurement Period"...........................................11.08(a)
"noncontingent Bond Method"........................................4.07
"Notice of Default"................................................6.01
"Option Exercise Date"............................................10.01
"Paying Agent".....................................................2.03
"Post-Distribution Price"......................................11.08(b)
"Purchase Notice"...............................................3.08(a)
"QIB"...........................................................2.01(a)
"Registrar"........................................................2.03
"Regular Record Date".............................................10.01
"Relevant Cash Dividends"......................................11.08(a)
"Restated Principal Amount".......................................10.01
"Rights"..........................................................11.19
"Rights Agreement"................................................11.19
"Rule 144A Information"............................................4.06
"Sale Price"....................................................3.08(d)
"Securities Act"................................................3.08(d)
"Special Record Date".............................................12.02
"Tax Event Date"..................................................10.01
"Time of Determination"...........................................11.01

            SECTION 1.03 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

            "Commission" means the SEC.



                                       6
<Page>

            "indenture securities" means the Securities.

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company.

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

            SECTION 1.04 RULES OF CONSTRUCTION.

            Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

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

            SECTION 1.05 ACTS OF HOLDERS.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to such officer the execution



                                       7
<Page>

thereof. Where such execution is by a signer acting in a capacity other than
such signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

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

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

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

                                   ARTICLE 2

                                 THE SECURITIES

            SECTION 2.01 FORM AND DATING.

            The Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibits A-1 and A-2, which are a part of this
Indenture. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The
Company shall provide any such notations, legends or endorsements to the Trustee
in writing. Each Security shall be dated the date of its authentication.

            (a) 144A GLOBAL SECURITIES. Securities offered and sold within the
      United States to qualified institutional buyers as defined in Rule 144A
      ("QIBs") in reliance on Rule 144A shall be issued, initially in the form
      of a 144A Global Security, which shall be



                                       8
<Page>

      deposited with the Trustee at its Corporate Trust Office, as custodian for
      the Depositary and registered in the name of The Depository Trust Company
      ("DTC") or the nominee thereof (such depositary, or any successor thereto,
      and any such nominee being hereinafter referred to as the "Depositary"),
      duly executed by the Company and authenticated by the Trustee as
      hereinafter provided. The aggregate Principal Amount at Maturity of the
      144A Global Securities may from time to time be increased or decreased by
      adjustments made on the records of the Trustee and the Depositary as
      hereinafter provided.

            (b) INSTITUTIONAL ACCREDITED INVESTOR SECURITIES. Securities offered
      and sold within the United States to institutional accredited investors as
      defined in Rule 501(a)(1), (2) (3) and (7) under the Securities Act
      ("Institutional Accredited Investors") shall be issued, initially in the
      form of an Institutional Accredited Investor Security, duly executed by
      the Company and authenticated by the Trustee as hereinafter provided.

            (c) GLOBAL SECURITIES IN GENERAL. Each Global Security shall
      represent such of the outstanding Securities as shall be specified therein
      and each shall provide that it shall represent the aggregate Principal
      Amount at Maturity of outstanding Securities from time to time endorsed
      thereon and that the aggregate Principal Amount at Maturity of outstanding
      Securities represented thereby may from time to time be reduced or
      increased, as appropriate, to reflect exchanges, redemptions and
      conversions. Except as provided in this Section 2.01, 2.06 or 2.12, owners
      of beneficial interests in Global Securities will not be entitled to
      receive physical delivery of Certificated Securities.

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

            (d) BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply only to
      Global Securities deposited with or on behalf of the Depositary.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

      "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION
      OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
      HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED


                                       9
<Page>

      BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
      INTEREST HEREIN.

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

            (e) Certificated Securities. Securities not issued as interests in
      the Global Securities will be issued in certificated form substantially in
      the form of Exhibit A-2 attached hereto.

            SECTION 2.02 EXECUTION AND AUTHENTICATION.

            The Securities shall be executed on behalf of the Company by any
Officer. The signature of the Officer on the Securities may be manual or
facsimile.

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

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized signatory of the
Trustee, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.

            Subject to the terms of Section 13.04 and 13.05 hereof, the Trustee
shall authenticate and deliver Securities for original issue in an aggregate
Principal Amount at Maturity of up to $567,285,000 (subject to Section 2.07
hereof) upon a Company Order without any further action by the Company. The
aggregate Principal Amount at Maturity of Securities outstanding at any time may
not exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.07.

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

            The Trustee shall have the right to decline to authenticate and
deliver any securities under this Section if the Trustee, being advised by
counsel, determines that such action



                                       10
<Page>

may not be lawfully taken or if the Trustee in good faith shall determine that
such action would expose the Trustee to personal liability to existing Holders.

            SECTION 2.03 REGISTRAR, PAYING AGENT, CONVERSION AGENT AND BID
SOLICITATION AGENT.

            The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar"), an
office or agency where Securities may be presented for purchase or payment
("Paying Agent") and an office or agency where Securities may be presented for
conversion ("Conversion Agent"). The Company shall also appoint a bid
solicitation agent (the "Bid Solicitation Agent") to act pursuant to paragraph 5
of the Securities. The Registrar shall keep a register of the Securities and of
their transfer and exchange. The Company may have one or more co-registrars, one
or more additional paying agents and one or more additional conversion agents.
The term Paying Agent includes any additional paying agent, including any named
pursuant to Section 4.05. The term Conversion Agent includes any additional
conversion agent, including any named pursuant to Section 4.05.

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

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

            SECTION 2.04 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.

            Except as otherwise provided herein, by no later than 10 a.m., New
York City time, on or prior to each due date of payments in respect of any
Security, the Company shall deposit with the Paying Agent a sum of money (in
immediately available funds if deposited on the due date) or Common Stock
sufficient to make such payments when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all
money and Common Stock held by the Paying Agent for the making of payments in
respect of the Securities and shall notify the Trustee of any default by the
Company in making any such payment. At any time during the continuance of any
such default, the Paying Agent shall, upon the written request of the Trustee,
forthwith pay to the Trustee all money and Common Stock so held in trust. If the
Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it
shall segregate the money and Common Stock held by it as Paying Agent and hold
it as a separate trust fund. The Company at any time may require a Paying Agent
to pay all money and Common Stock held by it to the Trustee and to account for
any funds and Common Stock disbursed by it. Upon doing so, the Paying Agent
shall have no further liability for the money or Common Stock.



                                       11
<Page>

            SECTION 2.05 SECURITYHOLDER LISTS.

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

            SECTION 2.06 TRANSFER AND EXCHANGE.

            Subject to Section 2.12 hereof,

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

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

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

            (b) Notwithstanding any provision to the contrary herein, so long as
a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section



                                       12
<Page>

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

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

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

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

            (f) If Securities are issued upon the registration of transfer,
exchange or replacement of Securities subject to restrictions on transfer and
bearing the legends set forth on the form of Security attached hereto as
Exhibits A-1 and A-2 setting forth such restrictions (collectively, the
"Legend"), or if a request is made to remove the Legend on a Security, the
Securities so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar
such satisfactory evidence, which shall include an Opinion of Counsel, as may be
reasonably required by the Company and the Registrar, that neither the Legend
nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A or Rule 144 under the
Securities Act or that such Securities are not "restricted" within the meaning
of Rule 144 under the Securities Act. Upon (i) provision of such satisfactory
evidence, or (ii) notification by the Company to the Trustee and Registrar of
the sale of such Security pursuant to a registration statement that is effective
at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Security that does not bear the Legend. If the
Legend is removed from the face of a Security and the Security is subsequently
held by an Affiliate of the Company, the Legend shall be reinstated by the
Company.

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

            SECTION 2.07 REPLACEMENT SECURITIES.

            If (a) any mutilated Security is surrendered to the Trustee, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as


                                       13
<Page>

may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
protected purchaser within the meaning of Article 8 of the Uniform Commercial
Code as in effect from time to time in the State of New York (a "Protected
Purchaser"), the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in exchange for any such mutilated Security or
in lieu of any such destroyed, lost or stolen Security, a new Security of like
tenor and Principal Amount at Maturity, bearing a number not contemporaneously
outstanding.

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

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

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

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

            SECTION 2.08 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION.

            Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.07 and delivered to it for cancellation and those
described in this Section 2.08 as not outstanding. A Security does not cease to
be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite
Principal Amount at Maturity of Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Subject to the
foregoing, only Securities outstanding at the time of such determination shall
be considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

            If a Security is replaced pursuant to Section 2.07, the replaced
Security ceases to be outstanding unless the Trustee and the Company receive
proof satisfactory to each of them



                                       14
<Page>

that the replaced Security is held by a Protected Purchaser unaware that such
Security has been replaced.

            If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest (including
contingent interest), if any, on such Securities shall cease to accrue;
provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture.

            If a Security is converted in accordance with Article 11, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and Original Issue Discount and interest (including
contingent interest), if any, shall cease to accrue on such Security.

            SECTION 2.09 TEMPORARY SECURITIES.

            Pending the preparation of definitive Securities, the Company may
execute, and the Trustee upon receipt of a Company Order shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
conclusively evidenced by their execution of such Securities.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 2.03, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and the Trustee upon receipt of a Company Order shall authenticate and deliver
in exchange therefor a like Principal Amount at Maturity of definitive
Securities of authorized denominations. Until so exchanged the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities.

            SECTION 2.10 CANCELLATION.

            All Securities surrendered for payment, purchase by the Company
pursuant to Article 3, conversion, redemption or registration of transfer or
exchange shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not issue new Securities to replace Securities
it has paid or delivered to the



                                       15
<Page>

Trustee for cancellation or that any Holder has converted pursuant to Article
11. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of by the Trustee in accordance with the Trustee's customary procedure.

            SECTION 2.11 PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of the Security or
the payment of any Redemption Price, Purchase Price or Change in Control
Purchase Price in respect thereof, and interest (including contingent interest,
if any) thereon, for the purpose of conversion and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

            SECTION 2.12 GLOBAL SECURITIES.

            (a) Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.06 and Section 2.12(a)(i), (B) transfer
of a beneficial interest in a Global Security for a Certificated Security shall
comply with Section 2.06 and Section 2.12(a)(ii) below, and (C) transfers of a
Certificated Security shall comply with Section 2.06 and Section 2.12(a)(iii)
and (iv) below.

            (i) Transfer of Global Security. A Global Security may not be
            transferred, in whole or in part, to any Person other than the
            Depositary or a nominee or any successor thereof, and no such
            transfer to any such other Person may be registered; provided that
            this clause (i) shall not prohibit any transfer of a Security that
            is issued in exchange for a Global Security but is not itself a
            Global Security. No transfer of a Security to any Person shall be
            effective under this Indenture or the Securities unless and until
            such Security has been registered in the name of such Person.
            Nothing in this Section 2.12(a)(i) shall prohibit or render
            ineffective any transfer of a beneficial interest in a Global
            Security effected in accordance with the other provisions of this
            Section 2.12(a).

            (ii) Restrictions on Transfer of a Beneficial Interest in a Global
            Security for a Certificated Security. A beneficial interest in a
            Global Security may not be exchanged for a Certificated Security
            except upon satisfaction of the requirements set forth below. Upon
            receipt by the Trustee of a request for transfer of a beneficial
            interest in a Global Security in accordance with Applicable
            Procedures for a Certificated Security in the form satisfactory to
            the Trustee, together with:

            (a)   so long as the Securities are Restricted Securities,
                  certification, in the form set forth in Exhibit B-1, and, if
                  requested by the Company or the Registrar, certification in
                  the form set forth in Exhibit B-2, that such beneficial



                                       16
<Page>

            interest in the Global Security is being transferred to an
            Institutional Accredited Investor in accordance with subparagraphs
            (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act;

            (b)   written instructions to the Trustee to make, or direct the
                  Registrar to make, an adjustment on its books and records with
                  respect to such Global Security to reflect a decrease in the
                  aggregate Principal Amount at Maturity of the Securities
                  represented by the Global Security, such instructions to
                  contain information regarding the Depositary account to be
                  credited with such decrease; and

            (c)   if the Company or Registrar so requests, an Opinion of Counsel
                  or other evidence reasonably satisfactory to them as to the
                  compliance with the restrictions set forth in the Legend,

then the Trustee shall cause, or direct the Registrar to cause, in accordance
with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate Principal Amount at Maturity of Securities
represented by the Global Security to be decreased by the aggregate Principal
Amount at Maturity of the Certificated Security to be issued, shall authenticate
and deliver such Certificated Security and shall debit or cause to be debited to
the account of the Person specified in such instructions a beneficial interest
in the Global Security equal to the Principal Amount at Maturity of the
Certificated Security so issued.

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

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

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

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Certificated Securities surrendered for registration of transfer or
exchange:

            (a) shall be duly endorsed or accompanied by a written instrument of
            transfer in form reasonably satisfactory to the Company and the
            Registrar, duly executed by the Holder thereof or his attorney duly
            authorized in writing; and

            (b) so long as such Securities are Restricted Securities, such
            Securities are being transferred or exchanged pursuant to an
            effective registration statement under the Securities Act or
            pursuant to clause (A), (B) or (C) below, and are accompanied by the
            following additional information and documents, as applicable:


                                       17
<Page>

                        (A) if such Certificated Securities are being delivered
                  to the Registrar by a Holder for registration in the name of
                  such Holder, without transfer, a certification from such
                  Holder to that effect; or

                        (B) if such Certificated Securities are being
                  transferred to the Company, a certification to that effect; or

                        (C) if such Certificated Securities are being
                  transferred pursuant to an exemption from registration (i) a
                  certification to that effect (in the form set forth in Exhibit
                  B-1 and B-2, if applicable) and (ii) if the Company or
                  Registrar so requests, an Opinion of Counsel or other evidence
                  reasonably satisfactory to them as to the compliance with the
                  restrictions set forth in the Legend.

            (iv) RESTRICTIONS ON TRANSFER OF A CERTIFICATED SECURITY FOR A
            BENEFICIAL INTEREST IN A GLOBAL SECURITY. A Certificated Security
            may not be exchanged for a beneficial interest in a Global Security
            except upon satisfaction of the requirements set forth below.

            Upon receipt by the Trustee of a Certificated Security, duly
            endorsed or accompanied by appropriate instruments of transfer, in
            form satisfactory to the Trustee, together with:

                  (a) so long as the Securities are Restricted Securities,
                  certification, in the form set forth in Exhibit B-1, that such
                  Certificated Security is being transferred to a QIB in
                  accordance with Rule 144A; and

                  (b) written instructions directing the Trustee to make, or to
                  direct the Registrar to make, an adjustment on its books and
                  records with respect to such Global Security to reflect an
                  increase in the aggregate Principal Amount at Maturity of the
                  Securities represented by the Global Security, such
                  instructions to contain information regarding the Depositary
                  account to be credited with such increase,

            then the Trustee shall cancel such Certificated Security and cause,
            or direct the Registrar to cause, in accordance with the standing
            instructions and procedures existing between the Depositary and the
            Registrar, the aggregate Principal Amount at Maturity of Securities
            represented by the Global Security to be increased by the aggregate
            Principal Amount at Maturity of the Certificated Security to be
            exchanged, and shall credit or cause to be credited to the account
            of the Person specified in such instructions a beneficial interest
            in the Global Security equal to the Principal Amount at Maturity of
            the Certificated Security so cancelled. If no Global Securities are
            then outstanding, the Company shall issue and the Trustee upon
            receipt of a Company Order shall authenticate a new Global Security
            in the appropriate Principal Amount at Maturity.


                                       18
<Page>

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

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

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

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

                  (1) Notwithstanding any other provisions of this Indenture or
                  the Securities, except as provided in Section 2.12(a)(ii), a
                  Global Security shall not be exchanged in whole or in part for
                  a Security registered in the name of any Person other than the
                  Depositary or one or more nominees thereof, provided that a
                  Global Security may be exchanged for Securities registered in
                  the names of any person designated by the Depositary in the
                  event that (i) the Depositary has notified the Company that it
                  is unwilling or unable to continue as Depositary for such
                  Global Security or such Depositary has ceased to be a
                  "clearing agency" registered under the Exchange Act, and a
                  successor Depositary is not appointed by the


                                       19
<Page>

                  Company within 90 days, (ii) the Company decides to
                  discontinue use of the system of book-entry transfer through
                  DTC (or any successor depositary); or (iii) an Event of
                  Default has occurred and is continuing with respect to the
                  Securities. Any Global Security exchanged pursuant to clause
                  (i) or (ii) above shall be so exchanged in whole and not in
                  part, and any Global Security exchanged pursuant to clause
                  (iii) above may be exchanged in whole or from time to time in
                  part as directed by the Depositary. Any Security issued in
                  exchange for a Global Security or any portion thereof shall be
                  a Global Security; provided that any such Security so issued
                  that is registered in the name of a Person other than the
                  Depositary or a nominee thereof shall not be a Global
                  Security.

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

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

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

                  (5) Neither any members of, or participants in, the Depositary
                  (collectively, the "Agent Members") nor any other Persons on
                  whose behalf Agent Members may act shall have any rights under
                  this Indenture with respect to any Global Security registered
                  in the name of the Depositary or any nominee thereof, or under
                  any such Global Security, and the Depositary or such nominee,
                  as the case may be, may be treated by



                                       20
<Page>

                  the Company, the Trustee and any agent of the Company or the
                  Trustee as the absolute owner and holder of such Global
                  Security for all purposes whatsoever. Notwithstanding the
                  foregoing, nothing herein shall prevent the Company, the
                  Trustee or any agent of the Company or the Trustee from giving
                  effect to any written certification, proxy or other
                  authorization furnished by the Depositary or such nominee, as
                  the case may be, or impair, as between the Depositary, its
                  Agent Members and any other person on whose behalf an Agent
                  Member may act, the operation of customary practices of such
                  Persons governing the exercise of the rights of a holder of
                  any Security.

            SECTION 2.13 CUSIP NUMBERS.

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

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

            SECTION 3.01 RIGHT TO REDEEM; NOTICES TO TRUSTEE.

            The Company, at its option, may redeem the Securities in accordance
with the provisions of paragraphs 6 and 8 of the Securities. If the Company
elects to redeem Securities pursuant to paragraph 6 of the Securities, it shall
notify the Trustee in writing of the Redemption Date, the Principal Amount at
Maturity of Securities to be redeemed, the CUSIP number of Securities to be
redeemed, the Redemption Price and the amount of semiannual and contingent
interest, if any, payable on the Redemption Date.

            The Company shall give the notice to the Trustee provided for in
this Section 3.01 by a Company Order, at least 40 days before the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee).

            SECTION 3.02 SELECTION OF SECURITIES TO BE REDEEMED.

            If less than all the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed pro rata or by lot or by any other
method the Trustee considers fair and appropriate (so long as such method is not
prohibited by the rules of any stock exchange on which the Securities are then
listed). The Trustee shall make the selection at least 30 days but not more than
60 days before the Redemption Date from outstanding Securities not previously
called for redemption.



                                       21
<Page>

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

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

            SECTION 3.03 NOTICE OF REDEMPTION.

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

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

            (1) the Redemption Date;

            (2) the Redemption Price and, to the extent known at the time of
            such notice, the amount of semiannual and contingent interest, if
            any, payable on the Redemption Date;

            (3) the Conversion Rate;

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

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

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

            (7) that Securities called for redemption must be surrendered to the
            Paying Agent to collect the Redemption Price and semiannual and
            contingent interest, if any;

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

            (9) that, unless the Company defaults in making payment of such
            Redemption Price and semiannual and contingent interest, if any,
            Original Issue Discount and



                                       22
<Page>

            interest (including semiannual and contingent interest), if any, on
            Securities called for redemption will cease to accrue on and after
            the Redemption Date; and

            (10) the CUSIP number of the Securities.

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

            SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION.

            Once notice of redemption is given, Securities called for redemption
become due and payable on the Redemption Date and at the Redemption Price
(together with accrued semiannual and contingent interest, if any, to but not
including the date of redemption) stated in the notice except for Securities
which are converted in accordance with the terms of this Indenture. Upon
surrender to the Paying Agent, such Securities shall be paid at the Redemption
Price (together with accrued semiannual and contingent interest, if any, to but
not including the date of redemption) stated in the notice.

            SECTION 3.05 DEPOSIT OF REDEMPTION PRICE.

            Prior to 10:00 a.m. (New York City time) on any Redemption Date, the
Company shall deposit with the Paying Agent (or if the Company or a Subsidiary
or an Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of, and any accrued and
unpaid semiannual and contingent interest to but not including the date of
redemption with respect to, all Securities to be redeemed on that date other
than Securities or portions of Securities called for redemption which on or
prior thereto have been delivered by the Company to the Trustee for cancellation
or have been converted. The Paying Agent shall as promptly as practicable return
to the Company any money, not required for that purpose because of conversion of
Securities pursuant to Article 11. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

            SECTION 3.06 SECURITIES REDEEMED IN PART.

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

            SECTION 3.07 CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

            In connection with any redemption of Securities, the Company may
arrange for the purchase and conversion of any Securities called for redemption
by an agreement with one or more investment banks or other purchasers to
purchase such Securities by paying to the Trustee in trust for the
Securityholders, on or prior to 10:00 a.m. New York City time on the Redemption
Date, an amount that, together with any amounts deposited with the Trustee by
the Company for



                                       23
<Page>

the redemption of such Securities, is not less than the Redemption Price of, and
any accrued and unpaid semiannual and contingent interest with respect to, such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Prices of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, any Securities
not duly surrendered for conversion by the Holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

            SECTION 3.08 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER.

            (a)   General. Securities shall be purchased by the Company pursuant
to paragraph 7 of the Securities at the option of the Holder thereof, upon:

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

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

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

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

                  (D) in the event the Company elects, pursuant to Section
                  3.08(b), to pay the Purchase Price to be paid as of such
                  Purchase Date, in whole or in part, in shares of Common Stock
                  but such portion of the Purchase Price


                                       24
<Page>

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

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

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

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

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.08 shall be consummated by the delivery of the consideration
to be received by the Holder (including accrued and unpaid semiannual and
contingent interest, if any) promptly following the later of the Purchase Date
and the time of delivery of the Security.

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

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

            (b) Company's Right to Elect Manner of Payment of Purchase Price.
The Securities to be purchased pursuant to Section 3.08(a) may be paid for, at
the election of the Company, in U.S. legal tender ("cash") or Common Stock, or
in any combination of cash and Common Stock, subject to the conditions set forth
in Sections 3.08(c) and (d). The Company



                                       25
<Page>

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

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

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

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

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

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

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

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



                                       26
<Page>

Company elected to pay all or such specified percentage, as the case may be, of
the Purchase Price of such Securities in cash by (ii) the Market Price of a
share of Common Stock, subject to the next succeeding paragraph.

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

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

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

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

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

            (iii) the registration of the shares of Common Stock to be issued in
            respect of the payment of the Purchase Price under the Securities
            Act of 1933, as amended (the "Securities Act"), or the Securities
            Exchange Act of 1934, as amended (the "Exchange Act"), in each case,
            if required;

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

            (v) the receipt by the Trustee of an Officers' Certificate and an
            Opinion of Counsel each stating that (A) the terms of the issuance
            of the Common Stock are in conformity with this Indenture and (B)
            the shares of Common Stock to be issued by the Company in payment of
            the Purchase Price in respect of Securities have been duly
            authorized and, when issued and delivered pursuant to the terms of
            this Indenture in payment of the Purchase Price in respect of the
            Securities, will be validly issued, fully paid and non-assessable
            and, to the best of such counsel's knowledge, free from preemptive
            rights, and, in the case of such Officers'


                                       27
<Page>


            Certificate, stating that conditions (i), (ii), (iii) and (iv) 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), (iii) and (iv) above have been satisfied.

            Such Officers' Certificate shall also set forth the number of shares
of Common Stock to be issued for each $1,000 Principal Amount at Maturity of
Securities and the Sale Price of a share of Common Stock on each Trading Day
during the period for which the Market Price is calculated. The Company may pay
the Purchase Price (or any portion thereof) in Common Stock only if the
information necessary to calculate the Market Price is published in a daily
newspaper of national circulation. If the foregoing conditions are not satisfied
with respect to a Holder or Holders prior to the close of business on the
Purchase Date and the Company has elected to purchase the Securities pursuant to
this Section 3.08 through the issuance of shares of Common Stock, the Company
shall pay the entire Purchase Price of the Securities 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 the third Business Day
prior to the applicable Purchase Date (if the third Business Day prior to the
applicable Purchase Date is a Trading Day, or if not, then on the last Trading
Day prior to such third Business Day), appropriately adjusted to take into
account the occurrence, during the period commencing on the first of such
Trading Days during such five Trading Day period and ending on such Purchase
Date, of any event described in Section 11.06, 11.07 or 11.08; subject, however,
to the conditions set forth in Sections 11.09 and 11.10.

            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 (which is currently the New York Stock Exchange) or, if
the Common Stock is not listed on a United States national or regional
securities exchange, as reported by the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau
Incorporated.

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

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

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



                                       28
<Page>

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

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

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

            (i) the Purchase Price, the Conversion Rate and, to the extent known
            at the time of such notice, the amount of semiannual and contingent
            interest, if any, that will be accrued and payable with respect to
            the Securities as of the Purchase Date;

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

            (iii) that Securities as to which a Purchase Notice has been given
            may be converted pursuant to Article 11 hereof only if the
            applicable Purchase Notice has been withdrawn in accordance with the
            terms of this Indenture;

            (iv) that Securities must be surrendered to the Paying Agent to
            collect payment of the Purchase Price and contingent interest, if
            any;

            (v) that the Purchase Price for any Security as to which a Purchase
            Notice has been given and not withdrawn, together with any accrued
            semiannual and contingent interest payable with respect thereto,
            will be paid promptly following the later of the Purchase Date and
            the time of surrender of such Security as described in (iv);

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

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

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

            (ix) that, unless the Company defaults in making payment of such
            Purchase Price and semiannual and contingent interest, if any,
            Original Issue Discount and interest (including semiannual and
            contingent interest), if any, on Securities surrendered for purchase
            will cease to accrue on and after the Purchase Date; and

            (x) the CUSIP number of the Securities.

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



                                       29
<Page>

such Company Notice shall be prepared by the Company, and notice to beneficial
owners shall be forwarded to addresses provided by the Company or by beneficial
owners to the Trustee in writing at least 10 days before the deadline for
mailing any such notice.

            Upon determination of the actual number of shares of Common Stock to
be delivered for each $1,000 Principal Amount at Maturity of Securities, the
Company will issue a press release and publish such determination on the
Company's web site on the World Wide Web.

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

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

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

            SECTION 3.09 PURCHASE OF SECURITIES AT OPTION OF THE HOLDER UPON
CHANGE IN CONTROL.

            (a) If on or prior to the date specified in paragraph 7 of the
Securities, there shall have occurred a Change in Control, Securities shall be
purchased by the Company, at the option of the Holder thereof, at a purchase
price specified in paragraph 7 of the Securities (the "Change in Control
Purchase Price"), as of the date that is no later than 35 Business Days after
the occurrence of the Change in



                                       30
<Page>

Control but in no event prior to the date on which such Change in Control occurs
(the "Change in Control Purchase Date"), subject to satisfaction by or on behalf
of the Holder of the requirements set forth in Section 3.09(c).

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

            (i) There shall be consummated any share exchange, consolidation or
            merger of the Company pursuant to which the Common Stock would be
            converted into cash, securities or other property, in each case
            other than a share exchange, consolidation or merger of the Company
            in which the holders of the Common Stock immediately prior to the
            share exchange, consolidation or merger have, directly or
            indirectly, at least a majority of the total voting power in the
            aggregate of all classes of Capital Stock of the continuing or
            surviving corporation immediately after the share exchange,
            consolidation or merger; or

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

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

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

            (b) Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of Change in Control by
first-class mail to the Trustee and



                                       31
<Page>

to each Holder (and to beneficial owners as required by applicable law). The
notice shall include a form of Change in Control Purchase Notice to be completed
by the Securityholder and shall state:

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

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

            (3) the Change in Control Purchase Date;

            (4) the Change in Control Purchase Price and, to the extent known at
            the time of such notice, the amount of semiannual and contingent
            interest, if any, that will be accrued and payable with respect to
            the Securities as of the Change in Control Purchase Date;

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

            (6) the Conversion Rate and any adjustments thereto;

            (7) that Securities as to which a Change in Control Purchase Notice
            has been given may be converted pursuant to Article 11 hereof only
            if the Change in Control Purchase Notice has been withdrawn in
            accordance with the terms of this Indenture;

            (8) that Securities must be surrendered to the Paying Agent to
            collect payment of the Change in Control Purchase Price and
            contingent interest, if any;

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

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

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

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

            (13) that, unless the Company defaults in making payment of such
            Change in Control Purchase Price and semiannual and contingent
            interest, if any, Original Issue Discount and interest (including
            semiannual and contingent interest), if any, on Securities
            surrendered for purchase will cease to accrue on and after the
            Change in Control Purchase Date; and



                                       32
<Page>

            (14) the CUSIP number of the Securities.

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

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

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

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

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

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

            Any purchase by the Company contemplated pursuant to the provisions
of this Section 3.09 shall be consummated by the delivery of the consideration
to be received by the Holder (together with accrued and unpaid semiannual and
contingent interest, if any) promptly following the later of the Change in
Control Purchase Date and the time of delivery of the Security to the Paying
Agent in accordance with this Section 3.09.

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

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

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



                                       33
<Page>

            SECTION 3.10 EFFECT OF PURCHASE NOTICE OR CHANGE IN CONTROL PURCHASE
NOTICE.

            Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, and any accrued and unpaid semiannual and contingent interest, with respect
to such Security. Such Purchase Price or Change in Control Purchase Price and
semiannual and contingent interest, if any, shall be paid to such Holder,
subject to receipt of funds and/or securities by the Paying Agent, promptly
following the later of (x) the Purchase Date or the Change in Control Purchase
Date, as the case may be, with respect to such Security (provided the conditions
in Section 3.08(a) or Section 3.09(c), as applicable, have been satisfied) and
(y) the time of delivery of such Security to the Paying Agent by the Holder
thereof in the manner required by Section 3.08(a) or Section 3.09(c), as
applicable. Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been given by the Holder
thereof may not be converted pursuant to Article 11 hereof on or after the date
of the delivery of such Purchase Notice or Change in Control Purchase Notice, as
the case may be, unless such Purchase Notice or Change in Control Purchase
Notice, as the case may be, has first been validly withdrawn as specified in the
following two paragraphs.

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

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

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

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

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



                                       34
<Page>

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

            SECTION 3.11 DEPOSIT OF PURCHASE PRICE OR CHANGE IN CONTROL PURCHASE
PRICE.

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

            SECTION 3.12 SECURITIES PURCHASED IN PART.

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

            SECTION 3.13 COVENANT TO COMPLY WITH SECURITIES LAWS UPON PURCHASE
OF SECURITIES.

            In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof (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)



                                       35
<Page>

under the Exchange Act at the time of such offer or purchase), the Company shall
(i) comply with Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the
related Schedule TO (or any successor schedule, form or report) under the
Exchange Act, and (iii) otherwise comply with all Federal and state securities
laws so as to permit the rights and obligations under Sections 3.08 and 3.09 to
be exercised in the time and in the manner specified in Sections 3.08 and 3.09.

            SECTION 3.14 REPAYMENT TO THE COMPANY.

            The Trustee and the Paying Agent shall return to the Company any
cash or shares of Common Stock that remain unclaimed as provided in paragraph 15
of the Securities, together with interest or dividends, if any, thereon (subject
to the provisions of Section 7.01(f)), held by them for the payment of the
Purchase Price or Change in Control Purchase Price, as the case may be, or
contingent interest, if any; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of, and the accrued and unpaid
contingent interest with respect to, the Securities or portions thereof which
the Company is obligated to purchase as of the Purchase Date or Change in
Control Purchase Date, as the case may be, whether as a result of withdrawal or
otherwise, then promptly after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall return
any such excess to the Company together with interest or dividends, if any,
thereon (subject to the provisions of Section 7.01(f)).

                                    ARTICLE 4

                                    COVENANTS

            SECTION 4.01 PAYMENT OF SECURITIES.

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

            The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.



                                       36
<Page>

            SECTION 4.02 SEC AND OTHER REPORTS.

            The Company shall file with the Trustee, within 15 days after it
files such annual and quarterly reports, information, documents and other
reports with the SEC, copies of its annual report and of the information,
documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the
event the Company is at any time no longer subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would have
been required to be filed with the SEC had the Company continued to have been
subject to such reporting requirements. In such event, such reports shall be
provided at the times the Company would have been required to provide reports
had it continued to have been subject to such reporting requirements. The
Company also shall comply with the other provisions of TIA Section 314(a).
Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee's receipt of the same shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

            SECTION 4.03 COMPLIANCE CERTIFICATE.

            The Company shall deliver to the Trustee within 120 days after the
end of each fiscal year of the Company (beginning with the fiscal year ending on
March 31, 2002) an Officers' Certificate, stating whether or not to the
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge.

            SECTION 4.04 FURTHER INSTRUMENTS AND ACTS.

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

            SECTION 4.05 MAINTENANCE OF OFFICE OR AGENCY.

            The Company will maintain in the Borough of Manhattan, The City of
New York, an office or agency of the Trustee, Registrar, Paying Agent and
Conversion Agent where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer, exchange,
purchase, redemption or conversion and where notices and demands to or upon the
Company in respect of the Securities and this Indenture may be served. The
agency specified in Section 13.02 shall initially be such office or agency for
all of the aforesaid purposes. The Company shall give prompt written notice to
the Trustee of the location, and of any change in the location, of any such
office or agency (other than a change in the location of the office of the
Trustee). If at any time the Company shall fail to maintain any such


                                       37
<Page>

required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the address of the Trustee set forth in Section 13.02.

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

            SECTION 4.06 DELIVERY OF CERTAIN INFORMATION.

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

            SECTION 4.07 CALCULATION OF ORIGINAL ISSUE DISCOUNT.

            The Company agrees, and each Holder and any beneficial owner of a
Security by its purchase thereof shall be deemed to agree, to treat, for United
States federal income tax purposes, the Securities as debt instruments that are
subject to Section 1.1275-4(b) of the treasury regulations promulgated by the
Department of Treasury pursuant to the Internal Revenue Code of 1986, as amended
(the "Treasury Regulations"). For United States federal income tax purposes, the
Company shall accrue, and each Holder or beneficial owner of a Security shall
accrue, interest with respect to outstanding Securities as original issue
discount according to the "noncontingent bond method," set forth in section
1.1275-4(b) of the Treasury Regulations, using the comparable yield set forth in
Annex C to this Indenture compounded semiannually and the projected payment
schedule attached as Annex C to this Indenture. The Company shall file with the
Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount for United States federal
income tax purposes (including daily rates and accrual periods) accrued on
outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time, including
the amount of any adjustment made under the noncontingent bond method to account
for the amount of any difference between the amount of an actual payment and the
amount of a projected payment.

            The Company acknowledges and agrees, and each Holder and any
beneficial holder of a Security by its purchase thereof shall be deemed to
acknowledge and agree, that (i) the comparable yield means the annual yield the
Company would pay, as of the Issue Date, on a



                                       38
<Page>

fixed rate nonconvertible debt security with no contingent payments, but with
terms and conditions otherwise comparable to those of the Securities, (ii) the
schedule of projected payments is determined on the basis of an assumption of
linear growth of the stock price and a constant dividend yield and is not
determined for any purpose other than for the determination of interest accruals
and adjustments thereof in respect of the Securities for United States federal
income tax purposes and (iii) the comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the amounts
payable on the Securities.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

            SECTION 5.01 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS.

            The Company shall not consolidate with or merge with or into any
other person or convey, transfer or lease all or substantially all of its
properties and assets to any person, unless:

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

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

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

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

            The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 11.14, the Company shall be discharged from all


                                       39
<Page>

obligations and covenants under this Indenture and the Securities. Subject to
Section 9.06, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

            SECTION 6.01 EVENTS OF DEFAULT.

An "Event of Default" occurs if:

            (1) the Company defaults in payment of any contingent interest or of
            any semiannual interest which becomes payable after the Securities
            have been converted to semiannual coupon notes following the
            occurrence of a Tax Event, which default, in any case, continues for
            30 days;

            (2) the Company defaults in the payment of the Principal Amount at
            Maturity (or, if the Securities have been converted to semiannual
            coupon notes following a Tax Event pursuant to Article 10, the
            Restated Principal Amount), Issue Price, accrued Original Issue
            Discount, Redemption Price, Purchase Price or Change in Control
            Purchase Price on any Security when the same becomes due and payable
            at its Stated Maturity, upon redemption, upon declaration, when due
            for purchase by the Company or otherwise;

            (3) the Company fails to comply with any of its agreements in the
            Securities or this Indenture (other than those referred to in
            clauses (1) and (2) above) and such failure continues for 60 days
            after receipt by the Company of a Notice of Default;

            (4) (a) the Company fails to make any payment by the end of any
            applicable grace period after maturity of Debt in an amount in
            excess of $10,000,000 and continuance of such failure, or (b) the
            acceleration of Debt has occurred in an amount in excess of
            $10,000,000 because of a default with respect to such Debt without
            such Debt having been discharged or such acceleration having been
            cured, waived, rescinded or annulled, in the case of (a) or (b)
            above, for a period of 30 days after receipt by the Company of a
            Notice of Default; provided, however, that if any such failure or
            acceleration referred to in (a) or (b) above shall cease or be
            cured, waived, rescinded or annulled, then the Event of Default by
            reason thereof shall be deemed not to have occurred; or



                                       40
<Page>

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

                  (A) commences a voluntary case or proceeding;

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       41
<Page>

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

            SECTION 6.02 ACCELERATION.

            If an Event of Default (other than an Event of Default specified in
Section 6.01(5) or (6) in respect of the Company) occurs and is continuing, the
Trustee by Notice to the Company, or the Holders of at least 25% in aggregate
Principal Amount at Maturity of the Securities at the time outstanding by notice
to the Company and the Trustee, may declare the Issue Price plus accrued
Original Issue Discount through the date of declaration, and any accrued and
unpaid interest (including semiannual and contingent interest) through the date
of such declaration, on all the Securities to be immediately due and payable.
Upon such a declaration, such Issue Price plus accrued Original Issue Discount,
and such accrued and unpaid interest (including semiannual and contingent
interest), if any, shall be due and payable immediately. If an Event of Default
specified in Section 6.01(5) or (6) in respect of the Company occurs and is
continuing, the Issue Price plus accrued Original Issue Discount plus accrued
and unpaid interest (including semiannual and contingent interest), if any, on
all the Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accrued Original Issue Discount plus accrued and unpaid
interest that have become due solely as a result of acceleration and if all
amounts due to the Trustee under Section 7.07 have been paid. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

            SECTION 6.03 OTHER REMEDIES.

            If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of the Issue Price plus
accrued Original Issue Discount plus any accrued and unpaid interest (including
semiannual interest and contingent interest), if any, on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

            The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. Except as set forth in Section 2.07 hereof, no remedy is
exclusive of any other remedy. All available remedies are cumulative.



                                       42
<Page>

            SECTION 6.04 WAIVER OF PAST DEFAULTS.

            Subject to Section 6.02, the Holders of a majority in aggregate
Principal Amount at Maturity of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder), may
waive an existing Default and its consequences except (1) an Event of Default
described in Section 6.01(1) or (2), (2) a Default in respect of a provision
that under Section 9.02 cannot be amended without the consent of each
Securityholder affected or (3) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 11. When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.04 shall be in lieu
of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

            SECTION 6.05 CONTROL BY MAJORITY.

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

            SECTION 6.06 LIMITATION ON SUITS.

            A Securityholder may not pursue any remedy with respect to this
Indenture or the Securities unless:

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

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

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

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

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


                                       43
<Page>

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

            SECTION 6.07 RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

            Notwithstanding any other provision of this Indenture, the right of
any Holder to receive payment of the Principal Amount at Maturity (or if the
Securities have been converted to semiannual coupon notes following a Tax Event
pursuant to Article 10, the Restated Principal Amount), Issue Price plus accrued
Original Issue Discount, Redemption Price, Purchase Price, Change in Control
Purchase Price, contingent interest or interest, if any, in respect of the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities or any Redemption Date, and to convert the Securities in
accordance with Article 11, or to bring suit for the enforcement of any such
payment on or after such respective dates or the right to convert, shall not be
impaired or affected adversely without the consent of such Holder.

            SECTION 6.08 COLLECTION SUIT BY TRUSTEE.

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

            SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price, contingent interest or
interest, if any, in respect of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of any such
amount) shall be entitled and empowered, by intervention in such proceeding or
otherwise,

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

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



                                       44
<Page>

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

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

            SECTION 6.10 PRIORITIES.

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

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

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

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

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

            SECTION 6.11 UNDERTAKING FOR COSTS.

            In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant (other than the Trustee) in the suit of an undertaking to pay the costs
of the suit, and the court in its discretion may assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 6.11 does not apply to a suit
by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders
of more than 10% in aggregate Principal Amount at Maturity of the Securities at
the time outstanding. This Section 6.11 shall be in lieu of Section 315(e) of
the TIA and such Section 315(e) is hereby expressly excluded from this
Indenture, as permitted by the TIA.



                                       45
<Page>

            SECTION 6.12 WAIVER OF STAY, EXTENSION OR USURY LAWS.

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

                                    ARTICLE 7

                                     TRUSTEE

            SECTION 7.01 DUTIES OF TRUSTEE.

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

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

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

            (2) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of this Indenture, but in case of any such certificates or opinions
            which by any provision hereof are specifically required to be
            furnished to the Trustee, the Trustee shall examine the certificates
            and opinions to determine whether or not they conform to the
            requirements of this Indenture, but need not confirm or investigate
            the accuracy of mathematical calculations or other facts stated
            therein.

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

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



                                       46
<Page>

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

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

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

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

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

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

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

            SECTION 7.02 RIGHTS OF TRUSTEE.

            Subject to its duties and responsibilities under the provisions of
Section 7.01, and, except as expressly excluded from this Indenture pursuant to
said Section 7.01, subject also to its duties and responsibilities under the
TIA,

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

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

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


                                       47
<Page>

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

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

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

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

            (h) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney at the sole cost of the Company and shall incur no liability or
additional liability of any kind by reason of such inquiry or investigation;

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

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

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



                                       48
<Page>

            SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE.

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

            SECTION 7.04 TRUSTEE'S DISCLAIMER.

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

            SECTION 7.05 NOTICE OF DEFAULTS.

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

            SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS.

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

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



                                       49
<Page>

            SECTION 7.07 COMPENSATION AND INDEMNITY.

            The Company agrees:

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

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

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

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

            The Company's payment obligations pursuant to this Section 7.07
shall survive the discharge of this Indenture and the resignation or removal of
the Trustee. When the Trustee incurs expenses after the occurrence of a Default
specified in Section 6.01(5) or (6), the expenses including the reasonable
charges and expenses of its counsel, are intended to constitute expenses of
administration under any Bankruptcy Law.

            SECTION 7.08 REPLACEMENT OF TRUSTEE.

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



                                       50
<Page>

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

            (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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

            SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER.

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

            SECTION 7.10 ELIGIBILITY; DISQUALIFICATION.

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



                                       51
<Page>

            SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                    ARTICLE 8

                             DISCHARGE OF INDENTURE

            SECTION 8.01 DISCHARGE OF LIABILITY ON SECURITIES.

            When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancellation or (ii) all outstanding Securities have become due and payable and
the Company deposits with the Trustee, the Paying Agent (if the Paying Agent is
not the Company or any Subsidiary or any Affiliate of either of them) or the
Conversion Agent cash or, if expressly permitted by the terms of the Securities
or the Indenture, Common Stock sufficient to pay all amounts due and owing on
all outstanding Securities (other than Securities replaced pursuant to Section
2.07), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to Section 7.07, cease to be
of further effect. The Trustee shall join in the execution of a document
prepared by the Company acknowledging satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
Opinion of Counsel and at the cost and expense of the Company.

            SECTION 8.02 REPAYMENT TO THE COMPANY.

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

                                    ARTICLE 9

                                   AMENDMENTS

            SECTION 9.01 WITHOUT CONSENT OF HOLDERS.

            The Company and the Trustee may amend this Indenture or the
Securities without the consent of any Securityholder:

            (1) to cure any ambiguity, omission, defect or inconsistency;



                                       52
<Page>

            (2) to comply with Article 5 or Section 11.14;

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

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

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

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

            Notwithstanding the foregoing, no amendment contemplated pursuant to
clause (1), (3), (4) or (5) of the preceding paragraph may be made without the
written consent of the Holders of at least a majority in aggregate Principal
Amount at Maturity of Securities at the time outstanding if such amendment may
materially and adversely affect the interests of the Holders, it being
understood that no amendment described in clause (1) above made solely to
conform this Indenture to the final offering memorandum provided to investors in
connection with the initial offering of the Securities by the Company will be
deemed to materially and adversely affect the interests of the Holders.

            SECTION 9.02 WITH CONSENT OF HOLDERS.

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

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

            (2) make any change in the manner of calculation or rate of accrual
            of, or that adversely affects the right to receive, Original Issue
            Discount; make any change in the manner of calculation or rate of
            accrual of, or that adversely affects the right to receive,
            semiannual or contingent interest; reduce the rate of interest
            referred to in paragraph 1 of the Securities; reduce the rate of
            interest referred to in Section 10.01 upon the occurrence of a Tax
            Event; or extend the time for payment of Original Issue Discount,
            semiannual or contingent interest or interest, if any, on any
            Security;

            (3) reduce the Principal Amount at Maturity, Restated Principal
            Amount or the Issue Price of or change the Stated Maturity of any
            Security;

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




                                       53
<Page>

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

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

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

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

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

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

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

            SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT.

            Every supplemental indenture executed pursuant to this Article shall
comply with the TIA.

            SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.

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

            SECTION 9.05 NOTATION ON OR EXCHANGE OF SECURITIES.

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



                                       54
<Page>

            SECTION 9.06 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES.

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

            SECTION 9.07 EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

            SECTION 10.01 OPTIONAL CONVERSION TO SEMIANNUAL COUPON NOTE UPON TAX
EVENT.

            From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event or (ii) the date the Company exercises the option provided for in
this Section 10.01, whichever is later (the later of such dates, the "Option
Exercise Date"), at the option of the Company, interest in lieu of future
Original Issue Discount shall accrue at the rate per annum specified in
paragraph 11(a) of the Securities on a restated principal amount per $1,000
original Principal Amount at Maturity (the "Restated Principal Amount") equal to
the Issue Price plus Original Issue Discount accrued through the Option Exercise
Date and shall be payable semiannually each Interest Payment Date to holders of
record at the close of business on the related "Regular Record 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 facsimile and 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 facsimile and first-class mail to the Trustee and by
first class mail to the Holders of the Securities. From and after the Option
Exercise Date, (i) the Company shall be obligated to pay at Stated Maturity in
lieu of the Principal Amount at Maturity of a Security, the Restated Principal
Amount thereof plus accrued and unpaid interest with respect to any Security,
(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 Security
and (iii) contingent interest shall cease to accrue on the Securities.
Securities 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 Securities to semiannual coupon notes. No
other changes to the Indenture shall result as a result of the events described
in



                                       55
<Page>

Section 10.01.

                                   ARTICLE 11

                                   CONVERSION

            SECTION 11.01 CONVERSION PRIVILEGE.

            A Holder of a Security may convert such Security into Common Stock
at any time during the period stated in paragraph 9 of the Securities. Upon
determination that Holders are or will be entitled to convert their Securities
into Common Stock in accordance with paragraph 9 of the Securities, the Company
will issue a press release and publish such determination on the Company's web
site. The number of shares of Common Stock issuable upon conversion of a
Security per $1,000 of Principal Amount at Maturity thereof (the "Conversion
Rate") shall be that set forth in paragraph 9 in the Securities, subject to
adjustment as herein set forth.

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

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

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

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

            (iii) the period, if any, (x) commencing on the date next succeeding
            the Ex-Dividend Time with respect to the next preceding (a) issuance
            of rights, warrants or options or (b) distribution, in each case,
            for which an adjustment is required by the provisions of Section
            11.06(4), 11.07 or 11.08 and (y) proceeding through the last full
            Trading Day prior to the Time of Determination with respect to the
            rights, warrants or options or distribution in respect of which the
            Average Sale Price is being calculated (excluding days within such
            period, if any, which are not Trading Days).

            In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(1), (2), (3) or (5)



                                       56
<Page>

applies occurs during the period applicable for calculating "Average Sale Price"
pursuant to the definition in the preceding sentence, "Average Sale Price" shall
be calculated for such period in a manner determined by the Board of Directors
to reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

            "Time of Determination" means the time and date of the earlier of
(i) the determination of stockholders entitled to receive rights, warrants or
options or a distribution, in each case, to which Section 11.07 or 11.08 applies
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
"ex-dividend" trading for such rights, warrants or options or distribution on
the New York Stock Exchange or such other national or regional exchange or
market on which the Common Stock is then listed or quoted.

            SECTION 11.02 CONVERSION PROCEDURE.

            To convert a Security a Holder must satisfy the requirements in
paragraph 9 of the Securities. The date on which the Holder satisfies all those
requirements is the conversion date (the "Conversion Date"). As soon as
practicable after the Conversion Date, the Company shall deliver to the Holder,
through the Conversion Agent, a certificate for the number of full shares of
Common Stock issuable upon the conversion and cash in lieu of any fractional
share determined pursuant to Section 11.03. The person in whose name the
certificate is registered shall be treated as a stockholder of record on and
after the Conversion Date; provided, however, that no surrender of a Security on
any date when the stock transfer books of the Company shall be closed shall be
effective to constitute the person or persons entitled to receive the shares of
Common Stock upon such conversion as the record holder or holders of such shares
of Common Stock on such date, but such surrender shall be effective to
constitute the person or persons entitled to receive such shares of Common Stock
as the record holder or holders thereof for all purposes at the close of
business on the next succeeding day on which such stock transfer books are open;
such conversion shall be at the Conversion Rate in effect on the date that such
Security shall have been surrendered for conversion, as if the stock transfer
books of the Company had not been closed. Upon conversion of a Security, such
person shall no longer be a Holder of such Security.

            No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, that portion of accrued Original Issue
Discount (or interest, if the Company has exercised its option provided for in
Section 10.01) attributable to the period from the Issue Date (or, if the
Company has exercised the option provided for in Section 10.01, the later of (x)
the date of such exercise and (y) the date on which interest was last paid) of
the Security through but not including the Conversion Date and accrued
semiannual and contingent interest with respect to the converted Security shall
not be cancelled, extinguished or forfeited, but rather shall be deemed to be
paid in full to the Holder thereof through delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares) in
exchange for the Security being converted pursuant to the provisions hereof
(except to the extent that semiannual and contingent interest are paid in cash
as provided in paragraph 9 of the Securities); 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 (or interest, if the Company has exercised
its option provided for in Section 10.01)



                                       57
<Page>

accrued through the Conversion Date and accrued contingent interest, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

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

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

            Upon surrender of a Security that is converted in part, the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder, a
new Security in an authorized denomination equal in Principal Amount at Maturity
to the unconverted portion of the Security surrendered. SECTION 11.03 FRACTIONAL
SHARES.

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

            SECTION 11.04 TAXES ON CONVERSION.

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

            SECTION 11.05 COMPANY TO PROVIDE STOCK.

            The Company shall, prior to issuance of any Securities under this
Article 11, and from time to time as may be necessary, reserve out of its
authorized but unissued Common Stock a sufficient number of shares of Common
Stock to permit the conversion of the Securities.

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



                                       58
<Page>

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

            SECTION 11.06 ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

            If, after the Issue Date of the Securities, the Company:

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

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

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

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

            (5) makes a distribution to all holders of its Common Stock rights
            to Purchase its Common Stock for a period expiring within 60 days at
            less than the sale price at the time of the distribution; or

            (6) makes a distribution to the holders of its Common Stock of its
            assets or debt securities or certain rights to purchase the
            Securities (excluding cash dividends or other Cash Distributions
            from current or retained earnings other than Extraordinary Cash
            Dividends);

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

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

            If after an adjustment a Holder of a Security upon conversion of
such Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 11 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Article 11.

            SECTION 11.07 ADJUSTMENT FOR RIGHTS ISSUE.


                                       59
<Page>

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

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

      where:

      R' = the adjusted Conversion Rate.

      R = the current Conversion Rate.

      O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this Section 11.07 is being applied.

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

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

      M = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 11.06(4) applies or (ii) a distribution to which Section 11.08
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 11.07 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.07 applies, the fair
market value (on the record date for the distribution to which this Section
11.07 applies) of the

            (1) Capital Stock of the Company distributed in respect of each
            share of Common Stock in such Section 11.06(4) distribution and

            (2) assets of the Company or debt securities or any rights, warrants
            or options to purchase securities of the Company distributed in
            respect of each share of Common Stock in such Section 11.08
            distribution.

      The Board of Directors shall determine fair market values for the purposes
      of this Section 11.07.

            The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 11.07 applies. If all of the shares of
Common Stock subject to such rights, warrants or options have not been issued
when such rights, warrants or options expire, then the Conversion Rate shall
promptly be readjusted to the Conversion Rate which would then be in effect had
the adjustment upon the issuance of such rights, warrants or options been made
on the basis of the


                                       60
<Page>

actual number of shares of Common Stock issued upon the exercise of such rights,
warrants or options.

            No adjustment shall be made under this Section 11.07 if the
application of the formula stated above in this Section 11.07 would result in a
value of R' that is equal to or less than the value of R.

            SECTION 11.08 ADJUSTMENT FOR OTHER DISTRIBUTIONS.

            (a) If, after the Issue Date of the Securities, the Company
distributes to all holders of its Common Stock any of its assets excluding
distributions of Capital Stock or equity interests referred to in Section
11.08(b), or debt securities or any rights, warrants or options to purchase
securities of the Company (including securities or cash, but excluding (x)
distributions of Capital Stock referred to in Section 11.06 and distributions of
rights, warrants or options referred to in Section 11.07 and (y) cash dividends
or other cash distributions that are paid out of consolidated current net
earnings or earnings retained in the business as shown on the books of the
Company unless such cash dividends or other cash distributions are Extraordinary
Cash Dividends), the Conversion Rate shall be adjusted, subject to the
provisions of Section 11.08(c), in accordance with the formula:

                R'  =  R X M
                       -----
                        M-F


where:

      R' = the adjusted Conversion Rate.

      R = the current Conversion Rate.

      M = the Average Sale Price, minus, in the case of a distribution to which
Section 11.06(4) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 11.08(a) applies and
(ii) the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 11.08(a) applies, the
fair market value (on the record date for the distribution to which this Section
11.08(a) applies) of any Capital Stock of the Company distributed in respect of
each share of Common Stock in such Section 11.06(4) distribution.

      F = the fair market value (on the record date for the distribution to
which this Section 11.08(a) applies) of the assets, securities, rights, warrants
or options to be distributed in respect of each share of Common Stock in the
distribution to which this Section 11.08(a) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).

      The Board of Directors shall determine fair market values for the purposes
      of this Section 11.08(a).


                                       61
<Page>

            The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
to which this Section 11.08(a) applies.

            For purposes of this Section 11.08(a), the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (i) below. For purposes of item (i) below, the "Measurement
Period" with respect to a cash dividend on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends on the Common
Stock with Ex-Dividend Times occurring in the Measurement Period.

            (i) If, upon the date prior to the Ex-Dividend Time with respect to
            a cash dividend on the Common Stock, the aggregate amount of such
            cash dividend together with the amounts of all Relevant Cash
            Dividends equals or exceeds on a per share basis the sum of (a) 5%
            of the Sale Price of the Common Stock on the last Trading Day
            preceding the date of declaration by the Board of Directors of the
            cash dividend or distribution with respect to which this provision
            is being applied, and (b) the quotient of the amount of any
            contingent interest paid on a Security during the Ex-Dividend
            Measurement Period and divided by the conversion rate in effect on
            the payment date of such relevant Contingent Interest Payment Date,
            then such cash dividend together with all Relevant Cash Dividends,
            shall be deemed to be an Extraordinary Cash Dividend and for
            purposes of applying the formula set forth above in this Section
            11.08(a), the value of "F" shall be equal to (y) the aggregate
            amount of such cash dividend together with the amount of all
            Relevant Cash Dividends, minus (z) the aggregate amount of all
            Relevant Cash Dividends for which a prior adjustment in the
            Conversion Rate was previously made under this Section 11.08(a).

            In making the determinations required by item (i) above, the amount
            of cash dividends paid on a per share basis and the amount of any
            Relevant Cash Dividends specified in item (i) above, shall be
            appropriately adjusted to reflect the occurrence during such period
            of any event described in Section 11.06.

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

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


where:

      R' = the adjusted Conversion Rate.


                                       62
<Page>

      R = the current Conversion Rate.

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

      F = the fair market value of the securities distributed in respect of each
share of Common Stock for which this Section 11.08(b) shall mean the number of
securities distributed in respect of each share of Common Stock multiplied by
the average of the Post-Distribution Prices of those securities distributed for
the 10 Trading Days commencing on and including the fifth Trading Day after the
Ex-Dividend Date.

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

            (c) In the event that, with respect to any distribution to which
Section 11.08(a) would otherwise apply, the difference "M-F" as defined in the
formula set forth in Section 11.08(a) is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by Section 11.08(a) shall not be
made and in lieu thereof the provisions of Section 11.14 shall apply to such
distribution.

            SECTION 11.09 WHEN ADJUSTMENT MAY BE DEFERRED.

            No adjustment in the Conversion Rate need be made unless the
adjustment would require an increase or decrease of at least 1% in the
Conversion Rate. Any adjustments that are not made shall be carried forward and
taken into account in any subsequent adjustment.


                                       63
<Page>

            All calculations under this Article 11 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

            SECTION 11.10 WHEN NO ADJUSTMENT REQUIRED.

            No adjustment need be made for a transaction referred to in Section
11.06, 11.07, 11.08 or 11.14 if Securityholders are to participate in the
transaction on a basis and with notice that the Board of Directors determines to
be fair and appropriate in light of the basis and notice on which holders of
Common Stock participate in the transaction. Such participation by
Securityholders may include participation upon conversion provided that an
adjustment shall be made at such time as the Securityholders are no longer
entitled to participate.

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

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

            To the extent the Securities become convertible pursuant to this
Article 11 into cash, no adjustment need be made thereafter as to the cash.
Interest will not accrue on the cash.

            SECTION 11.11 NOTICE OF ADJUSTMENT.

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

            SECTION 11.12 VOLUNTARY INCREASE.

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

            A voluntary increase of the Conversion Rate does not change or
adjust the Conversion Rate otherwise in effect for purposes of Section 11.06,
11.07 or 11.08.

            SECTION 11.13 NOTICE OF CERTAIN TRANSACTIONS.

            If:


                                       64
<Page>

            (1) the Company takes any action that would require an adjustment in
            the Conversion Rate pursuant to Section 11.06, 11.07 or 11.08
            (unless no adjustment is to occur pursuant to Section 11.10); or

            (2) the Company takes any action that would require a supplemental
            indenture pursuant to Section 11.14; or

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

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

            SECTION 11.14 REORGANIZATION OF COMPANY; SPECIAL DISTRIBUTIONS.

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

            The supplemental indenture shall provide that the Holder of a
Security may convert it into the kind and amount of securities, cash or other
assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
converted the Security immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
person or an Affiliate of a constituent person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders. The supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practical to the adjustments
provided for in this Article 11. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

            If this Section applies, neither Section 11.06 nor 11.07 applies.

            If the Company makes a distribution to all holders of its Common
Stock of any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company that, but for the provisions of
Section 11.08(c), would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.08, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of


                                       65
<Page>

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

            SECTION 11.15 COMPANY DETERMINATION FINAL.

            Any determination that the Company or the Board of Directors must
make pursuant to Section 11.03, 11.06, 11.07, 11.08, 11.09, 11.10, 11.14 or
11.17 is conclusive.

            SECTION 11.16 TRUSTEE'S ADJUSTMENT DISCLAIMER.

            The Trustee has no duty to determine when an adjustment under this
Article 11 should be made, how it should be made or what it should be. The
Trustee has no duty to determine whether a supplemental indenture under Section
11.14 need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Securities. The Trustee shall not be responsible for the
Company's failure to comply with this Article 11. Each Conversion Agent shall
have the same protection under this Section 11.16 as the Trustee.

            SECTION 11.17 SIMULTANEOUS ADJUSTMENTS.

            In the event that this Article 11 requires adjustments to the
Conversion Rate under more than one of Sections 11.06(4), 11.07 or 11.08, and
the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of Section 11.06, second, the provisions of Section 11.08 and,
third, the provisions of Section 11.07.

            SECTION 11.18 SUCCESSIVE ADJUSTMENTS.

            After an adjustment to the Conversion Rate under this Article 11,
any subsequent event requiring an adjustment under this Article 11 shall cause
an adjustment to the Conversion Rate as so adjusted.

                                   ARTICLE 12

                               PAYMENT OF INTEREST

            SECTION 12.01 INTEREST PAYMENTS.

            Semiannual or contingent interest on any Security that is payable,
and is punctually paid or duly provided for, on any applicable 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 or accrual date, as the case may
be, for such interest at the office or agency of the Company maintained for such
purpose. Each installment of semiannual or contingent interest payable in cash
on any Security shall be paid in same-day funds by transfer to an account
maintained by the


                                       66
<Page>

payee located inside the United States, if the Trustee shall have received
proper wire transfer instructions from such payee not later than the related
Regular Record Date or accrual date, as the case may be, or, if no such
instructions have been received by check drawn on a bank in The City of New York
mailed to the payee at its address set forth on the Registrar's books. In the
case of a permanent Global Security, semiannual or contingent interest payable
on any applicable payment date will be paid to the Depositary, with respect to
that portion of such permanent Global Security held for its account by Cede &
Co. for the purpose of permitting such party to credit the interest received by
it in respect of such permanent Global Security to the accounts of the
beneficial owners thereof.

            SECTION 12.02 DEFAULTED INTEREST.

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

            (1) The Company may elect to make payment of any Defaulted Interest
            to the persons in whose names the Securities are registered at the
            close of business on a Special Record Date for the payment of such
            Defaulted Interest, which shall be fixed in the following manner.
            The Company shall notify the Trustee in writing of the amount of
            Defaulted Interest proposed to be paid on each Security and the date
            of the proposed payment (which shall not be less than 20 days after
            such notice is received by the Trustee), and at the same time the
            Company shall deposit with the Trustee an amount of money equal to
            the aggregate amount proposed to be paid in respect of such
            Defaulted Interest or shall make arrangements satisfactory to the
            Trustee for such deposit on or prior to the date of the proposed
            payment, such money when deposited to be held in trust for the
            benefit of the persons entitled to such Defaulted Interest as in
            this clause provided. Thereupon the Trustee shall fix a special
            record date for the payment of such Defaulted Interest which shall
            be not more than 15 days and not less than 10 days prior to the date
            of the proposed payment and not less than 10 days after the receipt
            by the Trustee of the notice of the proposed payment (the "Special
            Record Date"). The Trustee shall promptly notify the Company of such
            Special Record Date and, in the name and at the expense of the
            Company, shall cause notice of the proposed payment of such
            Defaulted Interest and the Special Record Date therefor to be
            mailed, first-class postage prepaid, to each Holder of Securities at
            his address as it appears on the list of Securityholders maintained
            pursuant to Section 2.05 not less than 10 days prior to such Special
            Record Date. Notice of the proposed payment of such Defaulted
            Interest and the Special Record Date therefor having been mailed as
            aforesaid, such Defaulted Interest shall be paid to the persons in
            whose names the Securities are registered at the close of business
            on such Special Record Date and shall no longer be payable pursuant
            to the following clause (2).


                                       67
<Page>

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

            SECTION 12.03 INTEREST RIGHTS PRESERVED.

            Subject to the foregoing provisions of this Article 12 and Section
2.06, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to
semiannual and contingent interest accrued and unpaid, and to accrue, which were
carried by such other Security.


                                   ARTICLE 13

                                  MISCELLANEOUS

            SECTION 13.01 TRUST INDENTURE ACT CONTROLS.

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

            SECTION 13.02 NOTICES; ADDRESS OF AGENCY IN MANHATTAN.

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

      if to the Company:

            Legg Mason, Inc.
            100 Light Street
            Baltimore, MD 21202

            Telephone No.:
            Facsimile No.:  (410) 454-4607
            Attention:  General Counsel


      if to the Trustee:

            The Bank of New York
            101 Barclay Street, Floor 21 West


                                       68
<Page>

            New York, NY  10286

            Telephone No.:  (212) 815-5763
            Facsimile No.:  (212) 815-5915
            Attention:  Corporate Trust - Trustee Administration

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

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

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

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

            The initial office or agency of the Company in the Borough of
Manhattan as required by Section 4.05 shall be:

            The Bank of New York
            101 Barclay Street, Floor 21 West
            New York, NY  10286

            Telephone No.:  (212) 815-5763
            Facsimile No.:  (212) 815-5915
            Attention:  Corporate Trust - Trustee Administration

            SECTION 13.03 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.

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

            SECTION 13.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

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


                                       69
<Page>

            (2) an Opinion of Counsel stating that, in the opinion of such
            counsel, all such conditions precedent have been complied with.

            SECTION 13.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

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

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

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

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

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

            SECTION 13.06 SEPARABILITY CLAUSE.

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

            SECTION 13.07 RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT AND
REGISTRAR.

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


                                       70
<Page>

            SECTION 13.08 CALCULATIONS.

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

            SECTION 13.09 LEGAL HOLIDAYS.

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

            SECTION 13.10 GOVERNING LAW.

            THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND
THE SECURITIES.

            SECTION 13.11 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 this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder shall waive and release all such liability. The waiver and
release shall be part of the consideration for the issue of the Securities.

            SECTION 13.12 SUCCESSORS.

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

            SECTION 13.13 MULTIPLE ORIGINALS.

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



                                       71
<Page>



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

                                               LEGG MASON, Inc.

                                               By: /s/ Timothy C. Scheve
                                                  ----------------------------
                                                  Name: Timothy C. Scheve
                                                  Title: Senior Executive
                                                          Vice President





                                               THE BANK OF NEW YORK,
                                                      as Trustee

                                               By /s/ Geovanni Barris
                                                  ----------------------------
                                                  Name: Geovanni Barris
                                                  Title: Vice President




                                       72
<Page>

                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

            FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE,
THIS SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT
FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS JUNE 6, 2001,
AND THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS
7.16% PER ANNUM.

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

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

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

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH LEGG MASON, INC. (THE
"COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR


                                   (A-1) F-1
<Page>

RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.

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


                                   (A-1) F-2

<Page>

                                LEGG MASON, INC.
                      Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)

No. R-                                          CUSIP: [________]
Issue Date:  June 6, 2001                       Original Issue Discount: $559.30
Issue Price:  $440.70                           (for each $1,000 Principal
(for each $1,000 Principal                               Amount at Maturity)
Amount at Maturity)

      LEGG MASON, INC., a Maryland corporation, promises to pay to Cede & Co. or
registered assigns, the Principal Amount at Maturity of [____] DOLLARS ($[____])
on June 6, 2031. This Security shall not bear interest except 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.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:   _____________                       LEGG MASON, INC.

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





TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

The Bank of New York
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


By       ________________________
         Authorized Signatory



                                    (A-1) F-3

<Page>

                         [FORM OF REVERSE SIDE OF LYON]
                      Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)


1. Interest.

      This Security shall not bear interest, except as specified in this
paragraph or in paragraphs 5 and 11 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of
this Security) or if interest (including semiannual or contingent interest, if
any) due hereon or any portion of such interest is not paid when due in
accordance with paragraph 5 or 11 hereof, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at the rate of
2.750% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.

      Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 2.750% 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.

2. Method of Payment.

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

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

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


                                    (A-1) R-1
<Page>

4.    Indenture.

      The Company issued the Securities under an Indenture dated as of June 6,
2001 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms. The Securities are general unsecured and
unsubordinated obligations of
the Company limited to $567,285,000 aggregate Principal Amount at Maturity
(subject to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.    Contingent Interest.

      Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent interest to the Holders during any
six-month period (a "Contingent Interest Period") from June 7 to December 6 and
from December 7 to June 6, commencing June 7, 2006, if the average LYON Market
Price for the Five-Day Period with respect to such Contingent Interest Period
equals 120% or more of the sum of the Issue Price of a Security and Original
Issue Discount accrued thereon to the day immediately preceding the first day of
the relevant Contingent Interest Period.

      The amount of contingent interest payable per $1,000 Principal Amount at
Maturity hereof in respect of any Quarterly Period within a Contingent Interest
Period shall equal the greater of (x) Regular Cash Dividends paid by the Company
per share of Common Stock during that Quarterly Period multiplied by the number
of shares of Common Stock into which $1,000 Principal Amount at Maturity hereof
is convertible pursuant to paragraph 9 hereof as of the accrual date for such
contingent interest and (y) $0.090 multiplied by 7.7062.

      Contingent interest, if any, will accrue and be payable to Holders as of
the record date for the related Regular Cash Dividend or, if no Regular Cash
Dividend is paid by the Company during a Quarterly Period, to Holders as of the
15th day preceding the last day of the relevant Contingent Interest Period. Such
payments shall be paid on the payment date of the related Regular Cash Dividend
or, if no Regular Cash Dividend is paid by the Company during any Quarterly
Period, on the last day of the relevant Contingent Interest Period. Original
Issue Discount will continue to accrue at 2.750% per annum whether or not
contingent interest is paid.

      "Five-Day Period" means, with respect to any Contingent Interest Period,
the five Trading Days ending on the third Trading Day immediately preceding the
first day of such Contingent Interest Period; PROVIDED, HOWEVER, if the Company
shall have declared a Regular Cash Dividend on its Common Stock that is payable
during such Contingent Interest Period but for which the record date for
determining stockholders entitled thereto precedes the first day of such
Contingent Interest Period, then "Five-Day Period" shall mean, with respect to
such

                                    (A-1) R-2
<Page>

Contingent Interest Period, the five Trading Days ending on the third Trading
Day immediately preceding such record date.

      "Regular Cash Dividends" means quarterly or other periodic cash dividends
on the Company's Common Stock as declared by the Company's Board of Directors as
part of its cash dividend payment practices and that are not designated by them
as extraordinary or special or other nonrecurring dividends.

      "LYON Market Price" means, as of any date of determination, the average of
the secondary market bid quotations per $1,000 Principal Amount at Maturity
obtained by the Bid Solicitation Agent for $10 million Principal Amount at
Maturity of Securities at approximately 4:00 p.m., New York City time, on such
determination date from three recognized securities dealers in The City of New
York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Solicitation Agent or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such determination date, then the LYON Market Price for such determination
date shall equal (i) the Conversion Rate in effect as of such determination date
multiplied by (ii) the average Sale Price of the Common Stock for the five
Trading Days ending on such determination date, appropriately adjusted to take
into account the occurrence, during the period commencing on the first of such
Trading Days during such five Trading Day period and ending on such
determination date, of any event described in Section 11.06, 11.07 or 11.08
(subject to the conditions set forth in Sections 11.09 and 11.10) of the
Indenture.

      The term "Quarterly Period" shall mean, with respect to any Contingent
Interest Period, any quarterly period within such Contingent Interest Period
extending from June 7 to August 11, from August 12 to December 6, from December
7 to February 11 or from February 12 to June 6.

      Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its web site on the World Wide Web. The
Company shall also notify the Trustee of the declaration of any Regular Cash
Dividends and the related record and payment dates.

6.    Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company in accordance with the Indenture at the Redemption Prices set
forth below, provided that the Securities are not redeemable prior to June 6,
2006.

      The table below shows Redemption Prices of a Security per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Security redeemed between such dates shall include an
additional amount reflecting the additional Original Issue Discount accrued
since the preceding date in the table but not including the Redemption Date.


                                    (A-1) R-3

<Page>

<Table>
<Caption>

                                             (2)                      (3)
                        (1)                ACCRUED                 REDEMPTION
                       LYON                ORIGINAL                  PRICE
REDEMPTION DATE     ISSUE PRICE          ISSUE DISCOUNT             (1)+(2)
                    -----------          --------------            -----------
<S>                <C>                   <C>                   <C>
June 6:
2006               $   440.70            $    64.49            $     505.19
2007                   440.70                 78.48                  519.18
2008                   440.70                 92.85                  533.55
2009                   440.70                107.63                  548.33
2010                   440.70                122.81                  563.51
2011                   440.70                138.41                  579.11
2012                   440.70                154.45                  595.15
2013                   440.70                170.93                  611.63
2014                   440.70                187.86                  628.56
2015                   440.70                205.27                  645.97
2016                   440.70                223.15                  663.85
2017                   440.70                241.53                  682.23
2018                   440.70                260.42                  701.12
2019                   440.70                279.84                  720.54
2020                   440.70                299.79                  740.49
2021                   440.70                320.29                  760.99
2022                   440.70                341.37                  782.07
2023                   440.70                363.02                  803.72
2024                   440.70                385.27                  825.97
2025                   440.70                408.15                  848.85
2026                   440.70                431.65                  872.35
2027                   440.70                455.80                  896.50
2028                   440.70                480.63                  921.33
2029                   440.70                506.14                  946.84
2030                   440.70                532.36                  973.06
At Stated Maturity     440.70                559.30                1,000.00
</Table>



      If this Security has been converted to a semiannual coupon note following
the occurrence of a Tax Event, the Redemption Price will be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion to but not including the Redemption Date.

      In addition to the Redemption Price payable with respect to all Securities
or portions thereof to be redeemed as of a Redemption Date, the Holders of such
Securities (or portions thereof) shall be entitled to receive accrued and unpaid
semiannual and contingent interest, if any, with respect thereto, which interest
shall be paid in cash on the Redemption Date.


                                    (A-1)R-4
<Page>


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

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

<Table>
<Caption>

Purchase Date                                                Purchase Price
-------------                                                --------------
<S>               <C>                                          <C>
June 6:           2003                                         $465.44
                  2005                                          491.58
                  2007                                          519.18
                  2011                                          579.11
                  2016                                          663.85
                  2021                                          760.99
                  2026                                          872.35
</Table>


      The Purchase Price (equal to the Issue Price plus accrued Original Issue
Discount to the Purchase Date) may be paid, at the option of the Company, in
cash or by the issuance and delivery of shares of Common Stock of the Company,
or in any combination thereof.

      If prior to a Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase the Securities held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company but in no event prior to the date on which such Change in
Control occurs on or prior to June 6, 2006 for a Change in Control Purchase
Price equal to the Issue Price plus accrued Original Issue Discount to the
Change in Control Purchase Date, which Change in Control Purchase Price shall be
paid in cash. If prior to a Change in Control Purchase Date this Security has
been converted to a semiannual coupon note 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.

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

      In addition to the Purchase Price or Change in Control Purchase Price, as
the case may be, payable with respect to all Securities or portions thereof to
be purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, the Holders of such Securities (or portions thereof) shall be
entitled to receive accrued and unpaid semiannual and contingent

                                    (A-1)R-5
<Page>

interest, if any, with respect thereto, which interest shall be paid in cash
promptly following the later of the Purchase Date or the Change in Control
Purchase Date, as the case may be and the time of delivery of such Securities to
the Paying Agent pursuant to the Indenture.

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

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

8.    Notice of Redemption.

      Notice of redemption will be mailed at least 15 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of, and accrued and unpaid semiannual and contingent interest, if any, with
respect to, all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, on such Redemption Date, Original Issue Discount and interest (including
semiannual and contingent interest), if any, shall cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000
of Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.

9.    Conversion.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, Holders may
surrender this Security for conversion into shares of Common Stock at any time
at their option until the close of business on the Business Day immediately
preceding June 6, 2031 if, as of the last day of any calendar quarter beginning
with the quarter ending on September 30, 2001, the Sale Price of the Common
Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days
ending on the last Trading Day of such quarter is more than the conversion
trigger price. The "conversion trigger price" for any calendar quarter shall be
a reference percentage, beginning at 120%, and declining 0.08474 percentage
points per quarter thereafter, of the accreted conversion price per share of
Common Stock on the last Trading Day of such preceding calendar quarter.


                                    (A-1)R-6
<Page>

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

            o     the Issue Price and accrued Original Issue Discount to that
                  day, divided by

            o     the number of shares of Common Stock issuable upon conversion
                  of a Security or $1,000 Principal Amount at Maturity of
                  Securities, as the context may require, on that day.

      For illustrative purposes only, the table below shows the conversion
trigger price per share of Common Stock in respect of each of the first 20
calendar quarters. These prices reflect the accreted conversion price per share
of Common Stock (assuming that no events occurred requiring an adjustment to the
initial Conversion Rate of 7.7062 shares of Common Stock per $1,000 Principal
Amount at Maturity) multiplied by the applicable percentage for the respective
calendar quarter. Thereafter, the accreted conversion price per share of Common
Stock increases each calendar quarter by the accrued Original Issue Discount for
the quarter and the applicable percentage declines by 0.08474 percentage points
per quarter.

<Table>
<Caption>

                                                                                                          (3)
                                                               (1)                                     CONVERSION
                                                             ACCRETED                (2)                TRIGGER
                                                            CONVERSION            APPLICABLE             PRICE
QUARTER*                                                      PRICE               PERCENTAGE            (1)X(2)
                                                           ------------         --------------        -------------
<S>                                                          <C>                   <C>                   <C>
2001
Fourth Quarter.....................................          $57.69                120.0000%             $69.23

2002
First Quarter......................................           58.08                119.9153%              69.65
Second Quarter.....................................           58.48                119.8305%              70.08
Third Quarter......................................           58.88                119.7458%              70.51
Fourth Quarter.....................................           59.29                119.6610%              70.94

2003
First Quarter......................................           59.69                119.5763%              71.38
Second Quarter.....................................           60.10                119.4916%              71.82
Third Quarter......................................           60.51                119.4068%              72.26
Fourth Quarter.....................................           60.93                119.3221%              72.70

2004
First Quarter......................................           61.35                119.2373%              73.15
Second Quarter.....................................           61.77                119.1526%              73.60
Third Quarter......................................           62.19                119.0679%              74.05
Fourth Quarter.....................................           62.62                118.9831%              74.50

2005
First Quarter......................................           63.04                118.8984%              74.96
Second Quarter.....................................           63.48                118.8136%              75.42
</Table>


                                    (A-1)R-7
<Page>

<Table>
<S>                                                          <C>                   <C>                   <C>
Third Quarter......................................           63.91                118.7289%              75.88
Fourth Quarter.....................................           64.35                118.6442%              76.35

2006
First Quarter......................................           64.79                118.5594%              76.81
Second Quarter.....................................           65.23                118.4747%              77.29
Third Quarter......................................           65.68                118.3899%              77.76
</Table>


      Subject to the provisions of this paragraph 9 and notwithstanding the fact
any other condition to conversion has not been satisfied, Holders may convert
the Securities into Common Stock on a Conversion Date during any period in which
the credit rating assigned to the Securities by a Rating Agency is at or below
the Applicable Rating. "Rating Agency" means (1) Moody's Investors Service, Inc.
and its successors ("Moody's"), (2) Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies Inc., and its successors ("Standard &
Poor's") or (3) if Moody's or Standard & Poor's or both of them are not making
ratings of the Securities publicly available, a nationally recognized U.S.
rating agency or agencies, as the case may be, selected by the Company, which
will be substituted for Moody's or Standard & Poor's or both, as the case may
be. "Applicable Rating" means (1) Ba1, in the case of Moody's (or its equivalent
under any successor ratings categories of Moody's), (2) BB in the case of
Standard & Poor's (or its equivalent, under any successor ratings categories of
Standard & Poor's) or (3) the equivalent in respect of ratings categories of any
Rating Agencies substituted for Moody's or Standard & Poor's.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, a Holder may
convert into Common Stock a Security or portion of a Security which has been
called for redemption pursuant to paragraph 6 hereof, but such Securities may be
surrendered for conversion until the close of business on the second Business
Day immediately preceding the Redemption Date.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, in the event that
the Company declares a dividend or distribution described in Section 11.07 of
the Indenture, or a dividend or a distribution described in Section 11.08 of the
Indenture where the fair market value of such dividend or distribution per share
of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price
of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Company will be required to
give notice to the Holders of the Securities at least 20 days prior to the
Ex-Dividend Time for such dividend or distribution, and Securities may be
surrendered for conversion at any time thereafter until the close of business on
the Business Day prior to the Ex-Dividend Time or until the Company announces
that such dividend or distribution will not take place.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, in the event the
Company is a party to a consolidation, merger or binding share exchange pursuant
to which the Common Stock would be converted into cash, securities or other
property as set forth in Section 11.14 of the Indenture, the Securities may be
surrendered for conversion at any time from and after the date which is 15 days
prior to the date the Company announces the anticipated effective time until 15
days after


                                    (A-1)R-8
<Page>

the actual effective date of such transaction, and at the effective time of such
transaction the right to convert a Security into Common Stock will be deemed to
have changed into a right to convert it into the kind and amount of cash,
securities or other property of the Company or another person which the holder
would have received if the holder had converted its Security immediately prior
to the transaction.

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

      The initial Conversion Rate is 7.7062 shares of Common Stock per $1,000
Principal Amount at Maturity, 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 10.01 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.

      Accrued and unpaid semiannual and contingent interest will not be paid in
cash on Securities that are converted but will be paid in the manner provided in
the following paragraph; provided, however that Securities surrendered for
conversion during the period, in the case of interest in lieu of Original Issue
Discount payable under section 11(a), from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date or, in the case of contingent interest, from the
close of business on any date on which contingent interest accrues to the
opening of business on the date on which such contingent interest is payable,
shall be entitled to receive such semiannual or contingent interest, as the case
may be, payable on such Securities on the corresponding Interest Payment Date or
the date on which such contingent interest is payable and (except Securities
with respect to which the Company has mailed a notice of redemption) Securities
surrendered for conversion during such periods must be accompanied by payment of
an amount equal to the semiannual or contingent interest with respect thereto
that the registered Holder is to receive.

      A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, that portion of accrued Original
Issue Discount (or interest if the Company has exercised its option provided for
in paragraph 11(a) hereof) attributable to the period from the Issue Date (or,
if the Company has exercised the option referred to in paragraph 11(a) hereof,
the later of (w) the date of such exercise and (x) the date on which interest
was last paid through the Conversion Date and (except as provided above) accrued
contingent interest 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


                                    (A-1)R-9
<Page>

the extent thereof, first in exchange for Original Issue Discount (or interest,
if the Company has exercised its option provided for in paragraph 11(a) hereof)
accrued through the Conversion Date and accrued contingent interest, and the
balance, if any, of such fair market value of such Common Stock (and any such
cash payment) shall be treated as issued in exchange for the Issue Price of the
Security being converted pursuant to the provisions hereof.

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

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

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

      In the event that the Company pays a dividend of or makes a distribution
on shares of Common Stock of the Company consisting of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company,
the Conversion Rate will be adjusted based on the market value of the securities
so distributed relative to the market value of the Common Stock of the Company,
in each case based on the average closing prices of those securities for the ten
Trading Days commencing on and including the fifth Trading Day after the date on
which "ex-dividend" trading commences for such dividend or distribution on the
principal United States securities exchange or market on which the securities
are then listed or quoted.

10.   Conversion Arrangement on Call for Redemption.

      Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment 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.


                                    (A-1)R-10
<Page>

11.   Tax Event

      (a) From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event and (ii) the date the Company exercises such option, whichever is
later (the later of such dates, the "Option Exercise Date"), at the option of
the Company, interest in lieu of future Original Issue Discount shall accrue at
the rate of 2.750% 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.

      (b) From and after the Option Exercise Date, contingent interest provided
for in paragraph 5 hereof shall cease to accrue on this Security.

      (c) Interest accrual on any Security under paragraph 11(a) above shall be
payable semiannually on June 6 and December 6 of each year (each an "Interest
Payment Date") to holders of record at the close of business on May 22 or
November 21 (each a "Regular Record Date") immediately preceding such Interest
Payment Date. Such 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 for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.

12.   Defaulted Interest

      Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02(b) of the
Indenture.

13.   Denominations; Transfer; Exchange.

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


                                    (A-1)R-11
<Page>


14.   Persons Deemed Owners.

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

15.   Unclaimed Money or Securities.

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

16.   Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to secure the Company's
obligations under this Security or to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, or as necessary in connection with the
registration of the Securities under the Securities Act.

17.   Defaults and Remedies.

      Under the Indenture, Events of Default include (i) default in the payment
of contingent interest when the same becomes due and payable or of semiannual
interest which becomes due and payable upon exercise by the Company of its
option provided for in paragraph 11(a) hereof which default in any such case
continues for 30 days; (ii) default in payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Issue Price plus accrued
Original Issue Discount, Redemption Price, Purchase 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) failure by the Company to comply with other
agreements in the Indenture or the Securities, subject to notice and lapse of
time; (iv) (a) failure of the Company to make any payment by the end of any
applicable grace period after maturity of Debt in an amount in excess of
$10,000,000, or (b) the acceleration of Debt in an amount in excess of
$10,000,000 because of a default with respect to such Debt without such Debt
having been discharged or such acceleration having been cured, waived, rescinded
or annulled, subject to notice and lapse of time; provided, however, that if any
such failure or acceleration referred to in (a) or (b) above shall cease or be
cured, waived, rescinded or annulled, then the Event of Default by reason
thereof shall be deemed not to have

                                    (A-1)R-12
<Page>

occurred; and (v) certain events of bankruptcy or insolvency. If an Event of
Default occurs and is continuing, the Trustee, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, may declare all the Securities plus the original issue discount on
the Securities accrued through the date of such declaration, and any accrued and
unpaid interest (including semiannual interest and contingent interest, if any)
through the date of such declaration to be due and payable immediately. Certain
events of bankruptcy or insolvency are Events of Default which will result in
the Securities plus the original issue discount on the Securities, and any
accrued and unpaid interest (including semiannual interest and contingent
interest, if any), through the occurrence of such event, becoming due and
payable immediately upon the occurrence of such Events of Default.

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

18.   Trustee Dealings with the Company.

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

19.   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. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

20.   Authentication.

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

21.   Abbreviations.

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


                                    (A-1)R-13
<Page>

22.   Original Issue Discount Information Reporting Requirements.

      In accordance with the United States Treasury Regulation Section 1.1275-3,
a Holder may obtain the projected payment schedule by submitting a written
request for such information to the following representative of the Company:
Corporate Secretary, Legg Mason, Inc., 100 Light Street, Baltimore, MD 21202.

23.   GOVERNING LAW.

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

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

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

            Legg Mason, Inc.
            100 Light Street
            Baltimore, MD 21202

            Telephone No.:
            Facsimile No.:  (410) 454-4607



                                    (A-1)R-14

<Page>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:


I or we assign and transfer this Security to

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

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

(Insert assignee's soc. sec. or tax ID no.)

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

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

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

and irrevocably appoint

_____________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.



                                CONVERSION NOTICE

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



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

$____________________________

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

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

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

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

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

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

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


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

Date:  _____________________  Your Signature:_________________________________


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



                                    (A-1)R-15

<Page>

                                   EXHIBIT A-2

                          [Form Certificated Security]

      FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THIS
SECURITY IS ISSUED WITH AN INDETERMINATE AMOUNT OF ORIGINAL ISSUE DISCOUNT FOR
UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE DATE IS JUNE 6, 2001, AND
THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 7.16%
PER ANNUM.

      [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

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

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH LEGG MASON, INC. (THE
"COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT,


                                    (A-2)F-1
<Page>

(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE.

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




                                    (A-2)F-2

<Page>

                                LEGG MASON, INC.
                      Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)

No. R-                                          CUSIP: [____________]
Issue Date:  June 6, 2001                       Original Issue Discount: $559.30
Issue Price:  $440.70                           (for each $1,000 Principal
(for each $1,000 Principal                               Amount at Maturity)
Amount at Maturity)

      LEGG MASON, INC., a Maryland corporation, promises to pay to [____] or
registered assigns, the Principal Amount at Maturity of [____] DOLLARS ($[____])
on June 6, 2031.

      This Security shall not bear interest except 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.

      Additional provisions of this Security are set forth on the other side of
this Security.

Dated:   _____________                          LEGG MASON, INC.

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





TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

The Bank of New York,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.


By       ________________________
         Authorized Signatory



                                    (A-2)F-3

<Page>

                         [FORM OF REVERSE SIDE OF LYON]
                      Liquid Yield Option(TM) Note due 2031
                              (Zero Coupon-Senior)


1.    Interest.

      This Security shall not bear interest, except as specified in this
paragraph or in paragraphs 5 and 11 hereof. If the Principal Amount at Maturity
hereof or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 6 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 7 hereof or upon the Stated Maturity of
this Security) or if interest (including semiannual or contingent interest, if
any) due hereon or any portion of such interest is not paid when due in
accordance with paragraph 5 or 11 hereof, then in each such case the overdue
amount shall, to the extent permitted by law, bear interest at the rate of
2.750% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand.

      Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 2.750% 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.

2.    Method of Payment.

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

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

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


                                    (A-2)R-1
<Page>

4.    Indenture.

      The Company issued the Securities under an Indenture dated as of June 6,
2001 (the "Indenture"), between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as in effect from
time to time (the "TIA"). Capitalized terms used herein and not defined herein
have the meanings ascribed thereto in the Indenture. The Securities are subject
to all such terms, and Securityholders are referred to the Indenture and the TIA
for a statement of those terms.

      The Securities are general unsecured and unsubordinated obligations of the
Company limited to $567,285,000 aggregate Principal Amount at Maturity (subject
to Section 2.07 of the Indenture). The Indenture does not limit other
indebtedness of the Company, secured or unsecured.

5.    Contingent Interest.

      Subject to the accrual and record date provisions specified in this
paragraph 5, the Company shall pay contingent interest to the Holders during any
six-month period (a "Contingent Interest Period") from June 7 to December 6 and
from December 7 to June 6, commencing June 7, 2006, if the average LYON Market
Price for the Five-Day Period with respect to such Contingent Interest Period
equals 120% or more of the sum of the Issue Price of a Security and Original
Issue Discount accrued thereon to the day immediately preceding the first day of
the relevant Contingent Interest Period.

      The amount of contingent interest payable per $1,000 Principal Amount at
Maturity hereof in respect of any Quarterly Period within a Contingent Interest
Period shall equal the greater of (x) Regular Cash Dividends paid by the Company
per share of Common Stock during that Quarterly Period multiplied by the number
of shares of Common Stock into which $1,000 Principal Amount at Maturity hereof
is convertible pursuant to paragraph 9 hereof as of the accrual date for such
contingent interest and (y) $0.090 multiplied by 7.7062.

      Contingent interest, if any, will accrue and be payable to Holders as of
the record date for the related Regular Cash Dividend or, if no Regular Cash
Dividend is paid by the Company during a Quarterly Period, to Holders as of the
15th day preceding the last day of the relevant Contingent Interest Period. Such
payments shall be paid on the payment date of the related Regular Cash Dividend
or, if no Regular Cash Dividend is paid by the Company during any Quarterly
Period, on the last day of the relevant Contingent Interest Period. Original
Issue Discount will continue to accrue at 2.750% per annum whether or not
contingent interest is paid.

      "Five-Day Period" means, with respect to any Contingent Interest Period,
the five Trading Days ending on the third Trading Day immediately preceding the
first day of such Contingent Interest Period; PROVIDED, HOWEVER, if the Company
shall have declared a Regular Cash Dividend on its Common Stock that is payable
during such Contingent Interest Period but for which the record date for
determining stockholders entitled thereto precedes the first day of such
Contingent Interest Period, then "Five-Day Period" shall mean, with respect to
such

                                    (A-2)R-2
<Page>

Contingent Interest Period, the five Trading Days ending on the third Trading
Day immediately preceding such record date.

      "Regular Cash Dividends" means quarterly or other periodic cash dividends
on the Company's Common Stock as declared by the Company's Board of Directors as
part of its cash dividend payment practices and that are not designated by them
as extraordinary or special or other nonrecurring dividends.

      "LYON Market Price" means, as of any date of determination, the average of
the secondary market bid quotations per $1,000 Principal Amount at Maturity
obtained by the Bid Solicitation Agent for $10 million Principal Amount at
Maturity of Securities at approximately 4:00 p.m., New York City time, on such
determination date from three recognized securities dealers in The City of New
York (none of which shall be an Affiliate of the Company) selected by the
Company; provided, however, if (a) at least three such bids are not obtained by
the Bid Solicitation Agent or (b) in the Company's reasonable judgment, the bid
quotations are not indicative of the secondary market value of the Securities as
of such determination date, then the LYON Market Price for such determination
date shall equal (i) the Conversion Rate in effect as of such determination date
multiplied by (ii) the average Sale Price of the Common Stock for the five
Trading Days ending on such determination date, appropriately adjusted to take
into account the occurrence, during the period commencing on the first of such
Trading Days during such five Trading Day period and ending on such
determination date, of any event described in Section 11.06, 11.07 or 11.08
(subject to the conditions set forth in Sections 11.09 and 11.10) of the
Indenture.

      The term "Quarterly Period" shall mean, with respect to any Contingent
Interest Period, any quarterly period within such Contingent Interest Period
extending from June 7 to August 11, from August 12 to December 6, from December
7 to February 11 or from February 12 to June 6.

      Upon determination that Holders will be entitled to receive contingent
interest which may become payable during a Contingent Interest Period, on or
prior to the first day of such Contingent Interest Period, the Company shall
promptly notify the Trustee of such determination and shall issue a press
release and publish such information on its web site on the World Wide Web. The
Company shall also notify the Trustee of the declaration of any Regular Cash
Dividends and the related record and payment dates.

6.    Redemption at the Option of the Company.

      No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company in accordance with the Indenture at the Redemption Prices set
forth below, provided that the Securities are not redeemable prior to June 6,
2006.

      The table below shows Redemption Prices of a Security per $1,000 Principal
Amount at Maturity on the dates shown below and at Stated Maturity, which prices
reflect accrued Original Issue Discount calculated to each such date. The
Redemption Price of a Security redeemed


                                    (A-2)R-3

<Page>

between such dates shall include an additional amount reflecting the additional
Original Issue Discount accrued since the preceding date in the table but not
including the Redemption Date.

<Table>
<Caption>

                                                                    (3)
                       (1)                    (2)                REDEMPTION
                       LYON             ACCRUED ORIGINAL            PRICE
REDEMPTION DATE     ISSUE PRICE          ISSUE DISCOUNT            (1)+(2)
                    -----------         ----------------         -----------
<S>                <C>                   <C>                   <C>
June 6:
2006               $   440.70            $    64.49            $   505.19
2007                   440.70                 78.48                519.18
2008                   440.70                 92.85                533.55
2009                   440.70                107.63                548.33
2010                   440.70                122.81                563.51
2011                   440.70                138.41                579.11
2012                   440.70                154.45                595.15
2013                   440.70                170.93                611.63
2014                   440.70                187.86                628.56
2015                   440.70                205.27                645.97
2016                   440.70                223.15                663.85
2017                   440.70                241.53                682.23
2018                   440.70                260.42                701.12
2019                   440.70                279.84                720.54
2020                   440.70                299.79                740.49
2021                   440.70                320.29                760.99
2022                   440.70                341.37                782.07
2023                   440.70                363.02                803.72
2024                   440.70                385.27                825.97
2025                   440.70                408.15                848.85
2026                   440.70                431.65                872.35
2027                   440.70                455.80                896.50
2028                   440.70                480.63                921.33
2029                   440.70                506.14                946.84
2030                   440.70                532.36                973.06
At Stated Maturity     440.70                559.30              1,000.00
</Table>



      If this Security has been converted to a semiannual coupon note following
the occurrence of a Tax Event, the Redemption Price will be equal to the
Restated Principal Amount plus accrued and unpaid interest from the date of such
conversion to but not including the Redemption Date.

      In addition to the Redemption Price payable with respect to all Securities
or portions thereof to be redeemed as of a Redemption Date, the Holders of such
Securities (or portions thereof) shall be entitled to receive accrued and unpaid
semiannual and contingent interest, if any, with respect thereto, which interest
shall be paid in cash on the Redemption Date.


                                    (A-2)R-4
<Page>

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

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

<Table>
<Caption>

Purchase Date                                                Purchase Price
-------------                                                --------------
<S>               <C>                                          <C>
June 6:           2003                                         $465.44
                  2005                                          491.58
                  2007                                          519.18
                  2011                                          579.11
                  2016                                          663.85
                  2021                                          760.99
                  2026                                          872.35
</Table>


      The Purchase Price (equal to the Issue Price plus accrued Original Issue
Discount to the Purchase Date) may be paid, at the option of the Company, in
cash or by the issuance and delivery of shares of Common Stock of the Company,
or in any combination thereof.

      If prior to a Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Purchase
Price will be equal to the Restated Principal Amount plus accrued and unpaid
interest from the date of conversion to the Purchase Date.

      At the option of the Holder and subject to the terms and conditions of the
Indenture, the Company shall become obligated to purchase the Securities held by
such Holder no later than 35 Business Days after the occurrence of a Change in
Control of the Company but in no event prior to the date on which such Change in
Control occurs on or prior to June 6, 2006 for a Change in Control Purchase
Price equal to the Issue Price plus accrued Original Issue Discount to the
Change in Control Purchase Date, which Change in Control Purchase Price shall be
paid in cash. If prior to a Change in Control Purchase Date this Security has
been converted to a semiannual coupon note 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.

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

      In addition to the Purchase Price or Change in Control Purchase Price, as
the case may be, payable with respect to all Securities or portions thereof to
be purchased as of the Purchase Date or the Change in Control Purchase Date, as
the case may be, the Holders of such Securities


                                    (A-2)R-5
<Page>

(or portions thereof) shall be entitled to receive accrued and unpaid semiannual
and contingent interest, if any, with respect thereto, which interest shall be
paid in cash promptly following the later of the Purchase Date or the Change in
Control Purchase Date, as the case may be and the time of delivery of such
Securities to the Paying Agent pursuant to the Indenture.

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

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

8.    Notice of Redemption.

      Notice of redemption will be mailed at least 15 days but not more than 60
days before the Redemption Date to each Holder of Securities to be redeemed at
the Holder's registered address. If money sufficient to pay the Redemption Price
of, and accrued and unpaid semiannual and contingent interest, if any, with
respect to, all Securities (or portions thereof) to be redeemed on the
Redemption Date is deposited with the Paying Agent prior to or on the Redemption
Date, on such Redemption Date, Original Issue Discount and interest (including
semiannual and contingent interest), if any, shall cease to accrue on such
Securities or portions thereof. Securities in denominations larger than $1,000
of Principal Amount at Maturity may be redeemed in part but only in integral
multiples of $1,000 of Principal Amount at Maturity.

9.    Conversion.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, Holders may
surrender this Security for conversion into shares of Common Stock at any time
at their option until the close of business on the Business Day immediately
preceding June 6, 2031 if, as of the last day of any calendar quarter beginning
with the quarter ending on September 30, 2001, the Sale Price of the Common
Stock for at least 20 Trading Days in a period of 30 consecutive Trading Days
ending on the last Trading Day of such quarter is more than the conversion
trigger price. The "conversion trigger price" for any calendar quarter shall be
a reference percentage, beginning at 120%, and declining 0.08474 percentage
points per quarter thereafter, of the accreted conversion price per share of
Common Stock on the last Trading Day of such preceding calendar quarter.


                                    (A-2)R-6
<Page>

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

            o     the Issue Price and accrued Original Issue Discount to that
                  day, divided by

            o     the number of shares of Common Stock issuable upon conversion
                  of a Security or $1,000 Principal Amount at Maturity of
                  Securities, as the context may require, on that day.

      For illustrative purposes only, the table below shows the conversion
trigger price per share of Common Stock in respect of each of the first 20
calendar quarters. These prices reflect the accreted conversion price per share
of Common Stock (assuming that no events occurred requiring an adjustment to the
initial Conversion Rate of 7.7062 shares of Common Stock per $1,000 Principal
Amount at Maturity) multiplied by the applicable percentage for the respective
calendar quarter. Thereafter, the accreted conversion price per share of Common
Stock increases each calendar quarter by the accrued Original Issue Discount for
the quarter and the applicable percentage declines by 0.08474 percentage points
per quarter.

<Table>
<Caption>

                                                                                                          (3)
                                                               (1)                                     CONVERSION
                                                             ACCRETED                (2)                TRIGGER
                                                            CONVERSION            APPLICABLE             PRICE
QUARTER*                                                      PRICE               PERCENTAGE            (1)X(2)
                                                            ----------            ----------           -----------
<S>                                                          <C>                   <C>                   <C>
2001
Fourth Quarter.....................................          $57.69                120.0000%             $69.23

2002
First Quarter......................................           58.08                119.9153%              69.65
Second Quarter.....................................           58.48                119.8305%              70.08
Third Quarter......................................           58.88                119.7458%              70.51
Fourth Quarter.....................................           59.29                119.6610%              70.94

2003
First Quarter......................................           59.69                119.5763%              71.38
Second Quarter.....................................           60.10                119.4916%              71.82
Third Quarter......................................           60.51                119.4068%              72.26
Fourth Quarter.....................................           60.93                119.3221%              72.70

2004
First Quarter......................................           61.35                119.2373%              73.15
Second Quarter.....................................           61.77                119.1526%              73.60
Third Quarter......................................           62.19                119.0679%              74.05
Fourth Quarter.....................................           62.62                118.9831%              74.50

2005
First Quarter......................................           63.04                118.8984%              74.96
</Table>


                                    (A-2)R-7
<Page>

<Table>
<S>                                                          <C>                   <C>                   <C>
Second Quarter.....................................           63.48                118.8136%              75.42
Third Quarter......................................           63.91                118.7289%              75.88
Fourth Quarter.....................................           64.35                118.6442%              76.35

2006
First Quarter......................................           64.79                118.5594%              76.81
Second Quarter.....................................           65.23                118.4747%              77.29
Third Quarter......................................           65.68                118.3899%              77.76
</Table>

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
any other condition to conversion has not been satisfied, Holders may convert
the Securities into Common Stock on a Conversion Date during any period in which
the credit rating assigned to the Securities by a Rating Agency is at or below
the Applicable Rating. "Rating Agency" means (1) Moody's Investors Service, Inc.
and its successors ("Moody's"), (2) Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies Inc., and its successors ("Standard &
Poor's") or (3) if Moody's or Standard & Poor's or both of them are not making
ratings of the Securities publicly available, a nationally recognized U.S.
rating agency or agencies, as the case may be, selected by the Company, which
will be substituted for Moody's or Standard & Poor's or both, as the case may
be. "Applicable Rating" means (1) Ba1, in the case of Moody's (or its equivalent
under any successor ratings categories of Moody's), (2) BB in the case of
Standard & Poor's (or its equivalent, under any successor ratings categories of
Standard & Poor's) or (3) the equivalent in respect of ratings categories of any
Rating Agencies substituted for Moody's or Standard & Poor's.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, a Holder may
convert into Common Stock a Security or portion of a Security which has been
called for redemption pursuant to paragraph 6 hereof, but such Securities may be
surrendered for conversion until the close of business on the second Business
Day immediately preceding the Redemption Date.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, in the event that
the Company declares a dividend or distribution described in Section 11.07 of
the Indenture, or a dividend or a distribution described in Section 11.08 of the
Indenture where the fair market value of such dividend or distribution per share
of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price
of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Company will be required to
give notice to the Holders of the Securities at least 20 days prior to the
Ex-Dividend Time for such dividend or distribution, and Securities may be
surrendered for conversion at any time thereafter until the close of business on
the Business Day prior to the Ex-Dividend Time or until the Company announces
that such dividend or distribution will not take place.

      Subject to the provisions of this paragraph 9 and notwithstanding the fact
that any other condition to conversion has not been satisfied, in the event the
Company is a party to a consolidation, merger or binding share exchange pursuant
to which the Common Stock would be converted into cash, securities or other
property as set forth in Section 11.14 of the Indenture, the


                                    (A-2)R-8
<Page>

Securities may be surrendered for conversion at any time from and after the date
which is 15 days prior to the date the Company announces the anticipated
effective time until 15 days after the actual effective date of such
transaction, and at the effective time of such transaction the right to convert
a Security into Common Stock will be deemed to have changed into a right to
convert it into the kind and amount of cash, securities or other property of the
Company or another person which the holder would have received if the holder had
converted its Security immediately prior to the transaction.

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

      The initial Conversion Rate is 7.7062 shares of Common Stock per $1,000
Principal Amount at Maturity, 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 10.01 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.

      Accrued and unpaid semiannual and contingent interest will not be paid in
cash on Securities that are converted but will be paid in the manner provided in
the following paragraph; provided, however that Securities surrendered for
conversion during the period, in the case of interest in lieu of Original Issue
Discount payable under section 11(a), from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of business
on such Interest Payment Date or, in the case of contingent interest, from the
close of business on any date on which contingent interest accrues to the
opening of business on the date on which such contingent interest is payable,
shall be entitled to receive such semiannual or contingent interest, as the case
may be, payable on such Securities on the corresponding Interest Payment Date or
the date on which such contingent interest is payable and (except Securities
with respect to which the Company has mailed a notice of redemption) Securities
surrendered for conversion during such periods must be accompanied by payment of
an amount equal to the semiannual or contingent interest with respect thereto
that the registered Holder is to receive.

      A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, that portion of accrued Original
Issue Discount (or interest if the Company has exercised its option provided for
in paragraph 11(a) hereof) attributable to the period from the Issue Date (or,
if the Company has exercised the option referred to in paragraph 11(a) hereof,
the later of (w) the date of such exercise and (x) the date on which interest
was last paid through the Conversion Date) and (except as provided above)
accrued contingent interest 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


                                    (A-2)R-9
<Page>

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 (or interest, if the Company has exercised
its option provided for in paragraph 11(a) hereof) accrued through the
Conversion Date and accrued contingent interest, and the balance, if any, of
such fair market value of such Common Stock (and any such cash payment) shall be
treated as issued in exchange for the Issue Price of the Security being
converted pursuant to the provisions hereof.

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

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

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

      In the event that the Company pays a dividend of or makes a distribution
on shares of Common Stock of the Company consisting of Capital Stock of, or
similar equity interests in, a Subsidiary or other business unit of the Company,
the Conversion Rate will be adjusted based on the market value of the securities
so distributed relative to the market value of the Common Stock of the Company,
in each case based on the average closing prices of those securities for the ten
Trading Days commencing on and including the fifth Trading Day after the date on
which "ex-dividend" trading commences for such dividend or distribution on the
principal United States securities exchange or market on which the securities
are then listed or quoted.

10.   Conversion Arrangement on Call for Redemption.

      Any Securities called for redemption, unless surrendered for conversion
before the close of business on the Redemption Date, may be deemed to be
purchased from the Holders of such Securities at an amount not less than the
Redemption Price, by one or more investment bankers or other purchasers who may
agree with the Company to purchase such Securities from the


                                    (A-2)R-10
<Page>

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.

11.   Tax Event

      (a) From and after (i) the date (the "Tax Event Date") of the occurrence
of a Tax Event and (ii) the date the Company exercises such option, whichever is
later (the later of such dates, the "Option Exercise Date"), at the option of
the Company, interest in lieu of future Original Issue Discount shall accrue at
the rate of 2.750% 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.

      (b) From and after the Option Exercise Date, contingent interest provided
for in paragraph 5 hereof shall cease to accrue on this Security.

      (c) Interest accrual on any Security under paragraph 11(a) above shall be
payable semiannually on June 6 and December 6 of each year (each an "Interest
Payment Date") to holders of record at the close of business on May 22 or
November 21 (each a "Regular Record Date") immediately preceding such Interest
Payment Date. Such 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 for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Security shall
be paid in same-day funds by transfer to an account maintained by the payee
located inside the United States.

12.   Defaulted Interest

      Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date or accrual date,
as the case may be, by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company as provided for in Section 12.02(b) of the
Indenture.

13.   Denominations; Transfer; Exchange.

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


                                    (A-2)R-11

<Page>

purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

14.   Persons Deemed Owners.

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

15.   Unclaimed Money or Securities.

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

16.   Amendment; Waiver.

      Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to secure the Company's
obligations under this Security or to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, or
to comply with any requirement of the SEC in connection with the qualification
of the Indenture under the TIA, or as necessary in connection with the
registration of the Securities under the Securities Act.

17.   Defaults and Remedies.

      Under the Indenture, Events of Default include (i) default in the payment
of contingent interest when the same becomes due and payable or of semiannual
interest which becomes due and payable upon exercise by the Company of its
option provided for in paragraph 11(a) hereof which default in any such case
continues for 30 days; (ii) default in payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount), Issue Price plus accrued
Original Issue Discount, Redemption Price, Purchase 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) failure by the Company to comply with other
agreements in the Indenture or the Securities, subject to notice and lapse of
time; (iv) (a) failure of the Company to make any payment by the end of any
applicable grace period after maturity of Debt in an amount in excess of
$10,000,000, or (b) the acceleration of Debt in an amount in excess of
$10,000,000 because of a default with respect to such Debt without such Debt
having been discharged or such acceleration having been cured,


                                    (A-2)R-12

<Page>


waived, rescinded or annulled, subject to notice and lapse of time; provided,
however, that if any such failure or acceleration referred to in (a) or (b)
above shall cease or be cured, waived, rescinded or annulled, then the Event of
Default by reason thereof shall be deemed not to have occurred; and (v) certain
events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee, or the Holders of at least 25% in aggregate Principal
Amount at Maturity of the Securities at the time outstanding, may declare all
the Securities plus the original issue discount on the Securities accrued
through the date of such declaration, and any accrued and unpaid interest
(including semiannual interest and contingent interest, if any) through the date
of such declaration to be due and payable immediately. Certain events of
bankruptcy or insolvency are Events of Default which will result in the
Securities plus the original issue discount on the Securities, and any accrued
and unpaid interest (including semiannual interest and contingent interest, if
any), through the occurrence of such event, becoming due and payable immediately
upon the occurrence of such Events of Default.

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

18.   Trustee Dealings with the Company.

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

19.   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. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

20.   Authentication.

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

21.   Abbreviations.

      Customary abbreviations may be used in the name of a Securityholder or an
assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint


                                    (A-2)R-13
<Page>

      tenants with right of survivorship and not as tenants in common), CUST
      (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

22.   Original Issue Discount Information Reporting Requirements.

      In accordance with the United States Treasury Regulation Section 1.1275-3,
a Holder may obtain the projected payment schedule by submitting a written
request for such information to the following representative of the Company:
Corporate Secretary, Legg Mason, Inc., 100 Light Street, Baltimore, MD 21202.

23.   GOVERNING LAW.

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

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

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

                  Legg Mason, Inc.
                  100 Light Street
                  Baltimore, MD 21202

                  Telephone No.:
                  Facsimile No.:  (410) 454-4607



                                    (A-2)R-14

<Page>


                                 ASSIGNMENT FORM


To assign this Security, fill in the form below:


I or we assign and transfer this Security to

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

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

(Insert assignee's soc. sec. or tax ID no.)

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

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

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

and irrevocably appoint

_____________________ agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.




                                CONVERSION NOTICE

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



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

$____________________

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

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

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

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

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

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

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



------------------------------------------------------------------------------
Date:  _____________________  Your Signature:_________________________________

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



                                    (A-2)R-15

<Page>


                                   EXHIBIT B-1

                              TRANSFER CERTIFICATE

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

      / /   A transfer of the Surrendered Securities is made to the Company or
            any subsidiaries; or

      / /   The transfer of the Surrendered Securities complies with Rule 144A
            under the U.S. Securities Act of 1933, as amended (the "Securities
            Act"); or

      / /   The transfer of the Surrendered Securities is to an institutional
            accredited investor, as described in Rule 501(a)(1), (2), (3) or (7)
            of Regulation D under the Securities Act; or

      / /   The transfer of the Surrendered Securities is pursuant to an
            effective registration statement under the Securities Act, or

      / /   The transfer of the Surrendered Securities is pursuant to an
            offshore transaction in accordance with Rule 904 of Regulation S
            under the Securities Act; or

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

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

      / /   The transferee is an Affiliate of the Company.


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

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


                                     (B-1) 1

<Page>

                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS



Legg Mason, Inc.
777 Mariners Island Blvd
San Mateo, CA  94404

Attention:  General Counsel

The Bank of New York
101 Barclay Street
New York, NY  10286

Attention:  Corporate Trust Administration

Dear Sirs:

      We are delivering this letter in connection with the proposed transfer of
$[____] Principal Amount at Maturity of the Liquid Yield Option Notes due 2031
("LYONS") of Legg Mason, Inc. (the "COMPANY"), which are convertible into shares
of the Company's Common Stock, $0.10 par value per share (the "COMMON STOCK").

      We hereby confirm that:

            (i) we are an "accredited investor" within the meaning of Rule
      501(a)(1), (2) or (3) under the Securities Act of 1933, as amended (the
      "SECURITIES ACT"), or an entity in which all of the equity owners are
      accredited investors within the meaning of Rule 501(a)(1), (2) or (3)
      under the Securities Act (an "INSTITUTIONAL ACCREDITED INVESTOR");

            (ii) the purchase of LYONs by us is for our own account or for the
      account of one or more other Institutional Accredited Investors or as
      fiduciary for the account of one or more trusts, each of which is an
      "accredited investor" within the meaning of Rule 501(a)(7) under the
      Securities Act and for each of which we exercise sole investment
      discretion or (B) we are a "bank," within the meaning of Section 3(a)(2)
      of the Securities Act, or a "savings and loan association" or other
      institution described in Section 3(a)(5)(A) of the Securities Act that is
      acquiring LYONs as fiduciary for the account of one or more institutions
      for which we exercise sole investment discretion;

            (iii) we will acquire LYONs having a minimum principal amount at
      maturity of not less than $250,000 for our own account or for any separate
      account for which we are acting;


                                     (B-2) 1

<Page>

            (iv) we have such knowledge and experience in financial and business
      matters that we are capable of evaluating the merits and risks of
      purchasing LYONs;

            (v) on each day from the date on which we acquire the LYONs through
      and including the date on which we dispose of our interests in such LYONs
      or the LYONs are converted to common stock of Legg Mason, Inc., either:
      (i) we are not (A) an "employee benefit plan" subject to the fiduciary
      responsibility provisions of the Employee Retirement Income Security Act
      of 1974, as amended ("ERISA"), (B) a "plan" subject to Section 4975 of the
      Internal Revenue Code of 1986, as amended (the "Code"), (C) an entity
      whose underlying assets include the assets of any such employee benefit
      plan or plan by reason of Department of Labor Regulation Section
      2510.3-101 or otherwise, or (D) a governmental plan that is subject to any
      federal, state or local law which is substantially similar to the
      provisions of Section 406 of ERISA or Section 4975 of the Code, or (ii)
      our acquisition, holding and subsequent disposition of LYONs or interest
      therein will not result in a prohibited transaction under Section 406 of
      ERISA or Section 4975 of the Code (or, in the case of a governmental plan,
      any substantially similar federal, state or local law) for which an
      exemption is not available, all the conditions of which are satisfied; and

            (vi) we are not acquiring LYONs with a view to distribution thereof
      or with any present intention of offering or selling LYONs or the Common
      Stock issuable upon conversion thereof, except as permitted below;
      provided that the disposition of our property and property of any accounts
      for which we are acting as fiduciary shall remain at all times within our
      control.

      We understand that the LYONs were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the LYONs and the shares of Common
Stock (the "Securities") issuable upon conversion thereof have not been
registered under the Securities Act, and we agree, on our own behalf and on
behalf of each account for which we acquire any LYONs, that if in the future we
decide to resell or otherwise transfer such Securities prior to the date (the
"Resale Restriction Termination Date") which is two years after the later of the
original issuance of the LYONs and the last date on which the Company or an
affiliate of the Company was the owner of the Security, such Securities may be
resold or otherwise transferred only (i) to Legg Mason, Inc. or any subsidiary
thereof, or (ii) for as long as the LYONs are eligible for resale pursuant to
Rule 144A, to a person it reasonably believes is a "qualified institutional
buyer" (as defined in Rule 144A under the Securities Act) that purchases for its
own account or for the account of a qualified institutional buyer to which
notice is given that the transfer is being made in reliance on Rule 144A, or
(iii) to an Institutional Accredited Investor that is acquiring the Security for
its own account, or for the account of such Institutional Accredited Investor
for investment purposes and not with a view to, or for offer or sale in
connection with, any distribution in violation of the Securities Act, or (iv)
pursuant to another available exemption from registration under the Securities
Act (if applicable), or (v) pursuant to a registration statement which has been
declared effective under the Securities Act and, in each case, in accordance
with any applicable securities laws of any State of the United States or any
other applicable jurisdiction and in accordance with the legends set forth on
the Securities. We further agree to provide any person purchasing any of


                                     (B-2) 2

<Page>

the Securities other than pursuant to clause (v) above from us a notice advising
such purchaser that resales of such securities are restricted as stated herein.
We understand that the trustee or the transfer agent, as the case may be, for
the Securities will not be required to accept for registration of transfer any
Securities pursuant to (iii) or (iv) above except upon presentation of evidence
satisfactory to the Company that the foregoing restrictions on transfer have
been complied with. We further understand that any Securities will be in the
form of definitive physical certificates and that such certificates will bear a
legend reflecting the substance of this paragraph other than certificates
representing Securities transferred pursuant to clause (v) above.

      We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

      THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.



                                             -----------------------------------
                                             (Name of Purchaser)


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



                                     (B-2) 3

<Page>

                                     ANNEX C

                          PROJECTED PAYMENT SCHEDULE*

Comparable Yield: 7.16% per annum

<Table>
<Caption>

                 Quarterly Period Ending                                  Projected Payment Per LYON
                 -----------------------                                  --------------------------
<S>                                                                                  <C>
                         9-Jul-01                                                    0.00
                         9-Oct-01                                                    0.00
                         9-Jan-02                                                    0.00
                         9-Apr-02                                                    0.00
                         9-Jul-02                                                    0.00
                         9-Oct-02                                                    0.00
                         9-Jan-03                                                    0.00
                         9-Apr-03                                                    0.00
                         9-Jul-03                                                    0.00
                         9-Oct-03                                                    0.00
                        15-Jan-04                                                    0.00
                         9-Apr-04                                                    0.00
                         9-Jul-04                                                    0.00
                         9-Oct-04                                                    0.00
                         9-Apr-05                                                    0.00
                         9-Jul-05                                                    0.00
                         9-Oct-05                                                    0.00
                        15-Jan-06                                                    0.00
                         9-Apr-06                                                    0.00
                         9-Jul-06                                                    0.00
                         9-Oct-06                                                    0.00
                        15-Jan-07                                                    0.00
                         9-Apr-07                                                    0.00
                         9-Jul-07                                                    0.00
                         9-Oct-07                                                    0.00
                        15-Jan-08                                                    0.00
                                                                                                        (Continued)
</Table>

----------
* THE COMPARABLE YIELD MEANS THE ANNUAL YIELD THE COMPANY WOULD PAY, AS OF THE
ISSUE DATE, ON A FIXED-RATE NONCONVERTIBLE DEBT SECURITY WITH NO CONTINGENT
PAYMENTS, BUT WITH TERMS AND CONDITIONS OTHERWISE COMPARABLE TO THOSE OF THE
LYONS, AND THE SCHEDULE OF PROJECTED PAYMENTS HAS BEEN DETERMINED ON THE BASIS
OF AN ASSUMPTION OF LINEAR GROWTH OF THE STOCK PRICE AND A CONSTANT DIVIDEND
YIELD AND HAS NOT BEEN DETERMINED FOR ANY PURPOSE OTHER THAN FOR THE
DETERMINATION OF INTEREST ACCRUALS AND ADJUSTMENTS THEREOF IN RESPECT OF THE
SECURITIES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE COMPARABLE YIELD
AND THE SCHEDULE OF PROJECTED PAYMENTS DO NOT CONSTITUTE A PROJECTION OR
REPRESENTATION REGARDING THE AMOUNTS PAYABLE ON SECURITIES.


                                      (C) 1
<Page>

<Table>
<Caption>

                 Quarterly Period Ending                                  Projected Payment Per LYON
                 -----------------------                                  --------------------------
<S>                                                                                  <C>
                         9-Apr-08                                                    0.00
                         9-Jul-08                                                    0.00
                         9-Oct-08                                                    0.00
                        15-Jan-09                                                    0.00
                         9-Apr-09                                                    0.00
                         9-Jul-09                                                    0.00
                         9-Oct-09                                                    0.00
                        15-Jan-10                                                    0.00
                         9-Apr-10                                                    0.00
                         9-Jul-10                                                    0.00
                         9-Oct-10                                                    0.00
                        15-Jan-11                                                   1.3875
                         9-Apr-11                                                   1.4108
                         9-Jul-11                                                   1.4363
                         9-Oct-11                                                   1.4622
                        15-Jan-12                                                   1.4904
                         9-Apr-12                                                   1.5155
                         9-Jul-12                                                   1.5429
                         9-Oct-12                                                   1.5707
                        15-Jan-13                                                   1.6010
                         9-Apr-13                                                   1.6279
                         9-Jul-13                                                   1.6573
                         9-Oct-13                                                   1.6873
                        15-Jan-14                                                   1.7198
                         9-Apr-14                                                   1.7487
                         9-Jul-14                                                   1.7803
                         9-Oct-14                                                   1.8124
                        15-Jan-15                                                   1.8474
                         9-Apr-15                                                   1.8785
                         9-Jul-15                                                   1.9124
                         9-Oct-15                                                   1.9469
                        15-Jan-16                                                   1.9844
                         9-Apr-16                                                   2.0178
                         9-Jul-16                                                   2.0543
                         9-Oct-16                                                   2.0913
                        15-Jan-17                                                   2.1316
                         9-Apr-17                                                   2.1675
                         9-Jul-17                                                   2.2067
                         9-Oct-17                                                   2.2465
                        15-Jan-18                                                   2.2898
                         9-Apr-18                                                   2.3283
                         9-Jul-18                                                   2.3704
                         9-Oct-18                                                   2.4132
                        15-Jan-19                                                   2.4597
                                                                                                        (Continued)
</Table>

                                      (C) 2

<Page>

<Table>
<Caption>

                 Quarterly Period Ending                                  Projected Payment Per LYON
                 -----------------------                                  --------------------------
<S>                                                                                 <C>
                         9-Apr-19                                                   2.5011
                         9-Jul-19                                                   2.5462
                         9-Oct-19                                                   2.5922
                        15-Jan-20                                                   2.6421
                         9-Apr-20                                                   2.6866
                         9-Jul-20                                                   2.7351
                         9-Oct-20                                                   2.7845
                        15-Jan-21                                                   2.8382
                         9-Apr-21                                                   2.8860
                         9-Jul-21                                                   2.9381
                         9-Oct-21                                                   2.9911
                        15-Jan-22                                                   3.0487
                         9-Apr-22                                                   3.1001
                         9-Jul-22                                                   3.1560
                         9-Oct-22                                                   3.2130
                        15-Jan-23                                                   3.2749
                         9-Apr-23                                                   3.3301
                         9-Jul-23                                                   3.3902
                         9-Oct-23                                                   3.4514
                        15-Jan-24                                                   3.5179
                         9-Apr-24                                                   3.5771
                         9-Jul-24                                                   3.6417
                         9-Oct-24                                                   3.7074
                        15-Jan-25                                                   3.7789
                         9-Apr-25                                                   3.8425
                         9-Jul-25                                                   3.9119
                         9-Oct-25                                                   3.9825
                        15-Jan-26                                                   4.0592
                         9-Apr-26                                                   4.1276
                         9-Jul-26                                                   4.2021
                         9-Oct-26                                                   4.2779
                        15-Jan-27                                                   4.3604
                         9-Apr-27                                                   4.4338
                         9-Jul-27                                                   4.5138
                         9-Oct-27                                                   4.5953
                        15-Jan-28                                                   4.6839
                         9-Apr-28                                                   4.7627
                         9-Jul-28                                                   4.8487
                         9-Oct-28                                                   4.9363
                        15-Jan-29                                                   5.0314
                         9-Apr-29                                                   5.1161
                         9-Jul-29                                                   5.2084
                         9-Oct-29                                                   5.3025
                        15-Jan-30                                                   5.4046
                                                                                                        (Continued)
</Table>

                                      (C) 3
<Page>

<Table>
<Caption>

                 Quarterly Period Ending                                  Projected Payment Per LYON
                 -----------------------                                  --------------------------
<S>                                                                                 <C>
                         9-Apr-30                                                   5.4957
                         9-Jul-30                                                   5.5949
                         9-Oct-30                                                   5.6959
                         6-Jun-31                                                 3035.0786
</Table>


                                      (C) 4