Exhibit 4.2


                                                                 EXECUTION COPY





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                          INTERNATIONAL PAPER COMPANY,
                                     Issuer


                                      and


                             THE BANK OF NEW YORK,
                                    Trustee



                 CONVERTIBLE DEBENTURES SUPPLEMENTAL INDENTURE

                           Dated as of June 20, 2001

                                       TO

                                   INDENTURE

                           Dated as of April 12, 1999


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     CONVERTIBLE DEBENTURES SUPPLEMENTAL INDENTURE, dated as of June 20, 2001
(herein called the "Supplemental Indenture"), between INTERNATIONAL PAPER
COMPANY, a corporation duly organized and existing under the laws of New York
and having its principal executive office at 400 Atlantic Street, Stamford,
Connecticut 06921 (hereinafter referred to as the "Company") and THE BANK OF
NEW YORK, a New York banking corporation (hereinafter referred to as the
"Trustee"), under the Indenture dated as of April 12, 1999, between the Company
and the Trustee (hereinafter referred to as the "Original Indenture").

                                    RECITALS

     WHEREAS, the Company has duly authorized the issuance from time to time of
its securities, in one or more series, evidencing its unsecured indebtedness
(the "Securities") pursuant to the Original Indenture;

     WHEREAS, in accordance with Section 9.1 of the Original Indenture, the
Company and the Trustee may enter into supplemental indentures to the Original
Indenture without the consent of the Holders of Securities to, among other
things, issue and establish the form and terms of any series of Securities;

     WHEREAS, the Company desires to issue and establish the form and terms of
a series of Securities under the Original Indenture to be designated as the
"Zero Coupon Convertible Debentures due June 20, 2021" (hereinafter referred to
as the "Debentures") and to otherwise amend and supplement the Original
Indenture in accordance with the terms thereof; and

     WHEREAS, the Company has determined that the requirements of the Original
Indenture have been satisfied and has requested the Trustee to join with it in
the execution and delivery of this Supplemental Indenture; all requirements
necessary to make this Supplemental Indenture a valid instrument in accordance
with its terms have been met; and the execution and delivery hereof have been
in all respects duly authorized;

     NOW, THEREFORE, for good and valuable consideration the sufficiency of
which is hereby acknowledged, the Company covenants and agrees with the Trustee
as follows:

                                  ARTICLE ONE

                      TERMS AND ISSUANCE OF THE DEBENTURES

SECTION 1.01. Issuance and Designation.

     A series of Securities which shall be designated as the Company's "Zero
Coupon Convertible Debentures due June 20, 2021" is hereby duly established and
shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of, the Original Indenture and this Supplemental Indenture. The
aggregate principal amount at maturity of the Debentures which may be
authenticated and delivered under this Supplemental Indenture shall not, except
as permitted by the provisions of the Original Indenture, exceed
$2,420,750,000, as the same may be increased from time to time in connection
with an increased accretion rate pursuant to paragraph 1 of the Debentures.

     The Debentures are "Original Issue Discount Securities" within the meaning
of the Original Indenture. If an Event of Default with respect to the
Debentures occurs and is continuing, then, upon a


<PAGE>


declaration of acceleration pursuant to Section 5.2 of the Original Indenture,
the amount of principal that shall become due and payable shall equal the
Accreted Principal Amount; provided, however, that if the Company exercises its
option to pay cash interest instead of accreting the principal amount of the
Debentures following a Tax Event, the Debentures shall no longer be considered
"Original Issue Discount Securities" within the meaning of the Original
Indenture and the principal amount of the Debentures, commencing on the date on
which the principal of the Debentures is restated in accordance with the terms
of the Debentures, shall equal the Restated Principal Amount.

SECTION 1.02. Form and Other Terms of Debentures; Incorporation of Terms.

     The Debentures shall be substantially in the form attached hereto as
Exhibit A. The terms of such Debentures are herein incorporated by reference
and form a part of this Supplemental Indenture.

                                  ARTICLE TWO

                 AMENDMENTS TO TERMS OF THE ORIGINAL INDENTURE

SECTION 2.01. Certain Definitions.

     (a) Section 1.1 of the Original Indenture is hereby amended with respect
to the Debentures only to add the following definitions in alphabetical order :

          "Accreted Conversion Price" has the meaning specified in the
     Debentures.

          "Accreted Principal Amount" has the meaning specified in the
     Debentures.

          "Accreted Value Conversion" has the meaning specified in the
     Debentures.

          "Accretion Rate" has the meaning specified in the Debentures.

          "Accretion Rate Measurement Date" has the meaning specified in the
     Debentures.

          "Administrative Action" has the meaning specified in the Debentures.

          "Applicable Percentage" has the meaning specified in the Debentures.

          "Average Sale Price" has the meaning specified in Section 15.7.

          "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.

          "cash" has the meaning specified in Section 11.7(b).

          "Change in Control" has the meaning specified in Section 11.8(a).

          "Change in Control Purchase Date" has the meaning specified in
     Section 11.8(a).

          "Change in Control Purchase Notice" has the meaning specified in
     Section 11.8(c).

          "Change in Control Purchase Price" has the meaning specified in
     Section 11.8(a).


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<PAGE>


          "Closing Sales Price" has the meaning specified in Section 11.7(d).

          "Common Stock" shall mean the shares of common stock, $1.00 par value
     per share, of the Company existing on the date of the issuance of the
     Debentures or any other shares of Capital Stock of the Company into which
     such common stock shall be reclassified or changed.

          "Company Notice" has the meaning specified in Section 11.7(e).

          "Company Notice Date" has the meaning specified in Section 11.7(e).

          "Conversion Agent" means the office or agency where Debentures may be
     presented for conversion, and shall initially be The Bank of New York.

          "Conversion Date" has the meaning specified in Section 15.2.

          "Conversion Rate" has the meaning specified in Section 15.1.

          "Debentures" means any of the Company's Zero Coupon Convertible
     Debentures due 2021, as amended or supplemented from time to time, issued
     under this Indenture.

          "Ex-Dividend Time" has the meaning specified in Section 15.7.

          "Extraordinary Cash Dividends" has the meaning specified in Section
     15.8.

          "Five-Year Rate" has the meaning specified in the Debentures.

          "Interest Payment Date" has the meaning specified in the Debentures.

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

          "Market Price" has the meaning specified in Section 11.7(d).

          "NYSE" means The New York Stock Exchange, Inc.

          "Purchase Date" has the meaning specified in Section 11.7(a).

          "Purchase Notice" has the meaning specified in Section 11.7(a).

          "Purchase Price" has the meaning specified in Section 11.7(a).

          "Redemption Price" has the meaning specified in the Debentures.

          "Reset Rate" has the meaning specified in the Debentures.

          "Reset Rate Agent" has the meaning specified in the Debentures.

          "Reset Rate Determination Date" has the meaning specified in the
     Debentures.


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          "Restated Principal Amount" means, if a Tax Event occurs and the
     Company thereafter elects to pay cash interest on the Debentures, the
     amount equal to the Accreted Principal Amount on the date of restatement
     of the principal amount of the Debentures in connection therewith.

          "Spin-off" has the meaning specified in Section 15.8.

          "Subsidiary" means any person of which at least a majority of the
     outstanding Voting Stock shall at the time directly or indirectly be owned
     or controlled by the Company or by one or more Subsidiaries or by the
     Company and one or more Subsidiaries.

          "Tax Event" has the meaning specified in the Debentures.

          "Time of Determination" has the meaning specified in Section 15.7.

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

          "trading price" has the meaning specified in the Debentures.

          "Two-Year Rate" has the meaning specified in the Debentures.

          "Valuation Condition" has the meaning specified in the Debentures.

          "Voting Stock" of a person means Capital Stock of such person of the
     class or classes pursuant to which the holders thereof have the general
     voting power under ordinary circumstances to elect at least a majority of
     the board of directors, managers or trustees of such person (irrespective
     of whether or not at the time Capital Stock of any other class or classes
     shall have or might have voting power by reason of the happening of any
     contingency).

     (b) For all purposes of this Supplemental Indenture:

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

          (ii) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of the Original
Indenture;

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

          (iv) in the event of a conflict between any definition set forth in
the Original Indenture and any definition set forth in this Supplemental
Indenture, the definition set forth in this Supplemental Indenture shall
control.

     (c) For the avoidance of doubt, terms defined in this Section 2.01 shall
not be deemed to apply to any other series of debt securities issued under the
Original Indenture.


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<PAGE>


SECTION 2.02. Amendments.

     Section 9.2 of the Original Indenture is hereby amended in its entirety,
with respect to the Debentures only, to read as follows:

          SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS

     The Company and the Trustee, with the written consent of the Holders of at
least a majority in aggregate principal amount of the Debentures at the time
outstanding, may amend the Indenture or the Debentures. However, without the
consent of each Holder affected, an amendment or supplement to the Indenture or
the Debentures may not:

          (1) reduce the principal of or premium on or change the Stated
     Maturity of any Debenture;

          (2) reduce the rate of or change the time for payment of cash
     interest on, or reduce the accretion rate of, any Debenture;

          (3) reduce or alter the method of computation of the Redemption
     Price, Purchase Price or Change in Control Purchase Price of any Debenture
     or the time when such Redemption Price, Purchase Price or Change in
     Control Purchase Price is payable;

          (4) make the principal of, or cash interest on, any Debenture payable
     in money or securities other than that stated in the Debenture or change
     the price of payment;

          (5) make any change that would impair any of the rights granted in
     Section 5.8 of the Indenture in any material respect; or

          (6) reduce the percentage of principal amount of the outstanding
     Debentures required to amend or supplement the Indenture or waive any of
     its provisions.

     It shall not be necessary for the consent of the Holders under this
Section 9.2 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 9.2 becomes effective, the Trustee
shall mail to each Holder a notice briefly describing the amendment.

SECTION 2.03. Redemption and Purchases.

     Article Eleven of the Original Indenture is hereby amended in its
entirety, with respect to the Debentures only, to read as follows:

                                   ARTICLE XI

                     REDEMPTION AND PURCHASES OF DEBENTURES


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     SECTION 11.1. COMPANY'S RIGHT TO REDEEM; NOTICES TO TRUSTEE.

          The Company, at its option, may redeem the Debentures in accordance
     with the provisions of Paragraph 5 of the Debentures. If the Company
     elects to redeem Debentures pursuant to Paragraph 5 of the Debentures, it
     shall notify the Trustee in writing of the Redemption Date, the principal
     amount of Debentures to be redeemed and the Redemption Price.

          The Company shall give the notice to the Trustee provided for in this
     Section 11.1 by a Company Order at least 35 days before the Redemption
     Date (unless a shorter notice shall be satisfactory to the Trustee).

     SECTION 11.2. SELECTION OF DEBENTURES TO BE REDEEMED.

          If less than all the Debentures are to be redeemed, unless the
     procedures of the Depositary provide otherwise, the Trustee shall select
     the Debentures to be redeemed by lot, on a pro rata basis or by another
     method the Trustee considers fair and appropriate (so long as such method
     is not prohibited by the rules of any stock exchange on which the
     Debentures 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 Debentures not previously called for redemption. The Trustee
     may select for redemption portions of the principal amount at maturity of
     Debentures that have denominations larger than $1,000.

          Debentures and portions of Debentures that 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 Debentures called for
     redemption also apply to portions of Debentures called for redemption. The
     Trustee shall notify the Company promptly of the Debentures or portions of
     the Debentures to be redeemed.

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

     SECTION 11.3. 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 Debentures to be redeemed.

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

          (1)  the Redemption Date;

          (2)  the Redemption Price;

          (3)  the Conversion Rate;

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


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          (5)  that Debentures called for redemption may be converted at any
               time before the close of business one Business Day prior to the
               Redemption Date;

          (6)  that Holders who want to convert their Debentures must satisfy
               the requirements set forth in Paragraph 7 of the Debentures;

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

          (8)  if fewer than all of the outstanding Debentures are to be
               redeemed, the certificate numbers, if any, and principal amounts
               of the particular Debentures to be redeemed;

          (9)  that, unless the Company defaults in making payment of such
               Redemption Price, cash interest, if any, on Debentures called
               for redemption will cease to accrue and the Debentures will not
               accrete in value on and after the Redemption Date; and

          (10) the CUSIP number(s) of the Debentures.

               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 10 Business
          Days (unless a shorter period shall be acceptable to the Trustee)
          prior to the date by which such notice of redemption must be given to
          Holders in accordance with this Section 11.3.

          SECTION 11.4. EFFECT OF NOTICE OF REDEMPTION.

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

          SECTION 11.5. DEPOSIT OF REDEMPTION PRICE.

               Prior to 10:00 a.m. (New York City time), on the Redemption
          Date, the Company shall deposit with the Paying Agent (or if the
          Company or a Subsidiary or an Affiliate of either of them is the
          Paying Agent, shall segregate and hold in trust as provided in
          Section 6.4) money sufficient to pay the Redemption Price of all
          Debentures to be redeemed on that date other than Debentures or
          portions of Debentures 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 Debentures pursuant to
          Article Fifteen. 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 11.6. DEBENTURES REDEEMED IN PART.

               Upon surrender of a Debenture that is redeemed in part, the
          Company shall execute and the Trustee shall authenticate and deliver
          to the Holder a new Debenture in an authorized denomination equal in
          principal amount to the unredeemed portion of the Debenture
          surrendered.


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          SECTION 11.7. PURCHASE OF DEBENTURES BY THE COMPANY AT OPTION OF THE
          HOLDER.

               (a) Debentures shall be purchased by the Company pursuant to
          Paragraph 6 of the Debentures at the option of the Holder on June 20,
          2004, June 20, 2006, June 20, 2011 and June 20, 2016 (each, a
          "Purchase Date"), at a purchase price equal to the Accreted Principal
          Amount plus accrued and unpaid cash interest through the Purchase
          Date or, if the Company has previously exercised its option to pay
          cash interest instead of accreting the principal amount of the
          Debentures following a Tax Event, at a purchase price equal to the
          Restated Principal Amount plus any accrued and unpaid cash interest
          through the Purchase Date (the "Purchase Price"). Purchases of
          Debentures hereunder shall be made, 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") during the period
               beginning at any time from the opening of business on the date
               that is 20 Business Days prior to the relevant Purchase Date
               until five Business Days prior to such Purchase Date stating:

                         (A) if Definitive Securities have been issued, the
                    certificate number of the Debenture which the Holder will
                    deliver to be purchased or, if Definitive Securities have
                    not been issued, such Purchase Notice must comply with
                    appropriate Depositary procedures,

                         (B) the portion of the principal amount at maturity of
                    the Debenture which the Holder will deliver to be
                    purchased, which portion must be in principal amounts at
                    maturity of $1,000 (subject to upward adjustment in the
                    event of an increase in the Accretion Rate) or an integral
                    multiple thereof (or such increased amount),

                         (C) that such Debenture shall be purchased by the
                    Company as of the Purchase Date pursuant to the terms and
                    conditions specified in Paragraph 6 of the Debentures and
                    in this Indenture, and

                         (D) in the event the Company elects, pursuant to
                    Section 11.7(b), to pay the Purchase Price in shares of
                    Common Stock, in whole or in part, but such portion of the
                    Purchase Price is ultimately to be paid to such Holder
                    entirely in cash because any of the conditions specified in
                    this Indenture to payment of the Purchase Price or portion
                    of the Purchase Price in shares of Common Stock is not
                    satisfied prior to the close of business on the fifth
                    Business Day prior to the Purchase Date, as set forth in
                    Section 11.7(d), whether such Holder elects (i) to withdraw
                    such Purchase Notice as to some or all of the Debentures to
                    which such Purchase Notice relates (stating the principal
                    amount and certificate numbers, if any, of the Debentures
                    as to which such withdrawal shall relate), or (ii) to
                    receive cash in respect of the entire Purchase Price for
                    all Debentures or portions of Debentures subject to the
                    Purchase Notice to which such Purchase Notice relates; and

                    (2) delivery of such Debenture to the Paying Agent prior to
               or on 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 11.7 only if the Debenture so
               delivered to the Paying Agent shall conform in all


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<PAGE>


               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 11.9, fails to indicate such Holder's choice with respect
          to the election set forth in clause (D) of Section 11.7(a)(1), such
          Holder shall be deemed to have elected to receive cash in respect of
          the entire Purchase Price for all Debentures 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 11.7, a portion of a Debenture, 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 Debenture also apply to the purchase of such portion of such
          Debenture.

               Any purchase by the Company contemplated pursuant to the
          provisions of this Section 11.7 shall be consummated by the delivery
          of the consideration to be received by the Holder promptly following
          the later of the Purchase Date and the time of delivery of the
          Debenture. Unless the Company defaults in making payment on
          Debentures for which a Purchase Notice has been submitted when due,
          cash interest, if any, on such Debentures will cease to accrue and
          the Debentures will cease to accrete in value on the Purchase Date.

               Notwithstanding anything herein to the contrary, any Holder
          delivering to the Paying Agent the Purchase Notice contemplated by
          this Section 11.7(a) shall have the right to withdraw such Purchase
          Notice at any time prior to the close of business on the fifth
          Business Day prior to the Purchase Date by delivery of a written
          notice of withdrawal to the Paying Agent in accordance with Section
          11.9.

               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
          for Payment. The Debentures to be purchased on any Purchase Date
          pursuant to Section 11.7(a) may be paid for, in whole or in part, at
          the election of the Company, in U.S. legal tender ("cash") or,
          subject to the conditions set forth in Section 11.7(d), shares of
          Common Stock, or in any combination of cash and shares of Common
          Stock; provided that the Company will pay cash for fractional
          interests in shares of Common Stock. The cash payment for fractional
          shares will be based on the Market Price. For purposes of determining
          the existence of potential fractional interests, all Debentures
          subject to purchase by the Company held by a Holder shall be
          considered together (no matter how many separate certificates are to
          be presented). Each Holder whose Debentures are purchased pursuant to
          this Section 11.7 shall receive the same percentage of cash or shares
          of Common Stock in payment of the Purchase Price for such Debentures,
          except (i) as provided in Section 11.7(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 Debentures of a
          Holder or Holders for shares of Common Stock because any necessary
          qualifications or registrations of the shares of Common Stock under
          applicable federal or state securities laws cannot be obtained, the
          Company shall purchase the Debentures of such Holder or Holders for
          cash. If the Company elects to pay the Purchase Price of the
          Debentures with shares of Common Stock or a combination of cash and
          shares of Common Stock, the Company will deliver the Company Notice
          required by Section 11.7(e) by the Company Notice Date. The Company
          may not change its election with respect to the consideration (or
          components or percentages of components thereof) to be paid once the
          Company has given its Company Notice to Holders, except pursuant


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          to Section 11.7(d) in the event of a failure to satisfy, prior to the
          close of business on the last day prior to the Purchase Date, any
          condition to the payment of the Purchase Price, in whole or in part,
          in shares of Common Stock.

               At least three Business Days before each 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 11.7(e) in the
               Company Notice,

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

                    (iv) whether the Company desires the Trustee to give the
               Company Notice required by Section 11.7(e).

               (c) Purchase with Cash. At the option of the Company, the
          Purchase Price of Debentures in respect of which a Purchase Notice
          pursuant to Section 11.7(a) has been given may be paid by the Company
          with cash equal to the aggregate Purchase Price of such Debentures.

               (d) Payment by Delivery of Shares of Common Stock. At the option
          of the Company, the Purchase Price of Debentures in respect of which
          a Purchase Notice pursuant to Section 11.7(a) has been given, or a
          specified percentage thereof, may be paid by the Company by the
          delivery of a number of shares of Common Stock equal to the quotient
          obtained by dividing (i) the portion of the Purchase Price to be paid
          in shares of Common Stock by (ii) the Market Price of one share of
          Common Stock as determined by the Company in the Company Notice;
          provided that the Company will pay cash for fractional shares of
          Common Stock as provided in Section 11.7(b).

               If the Company elects to purchase the Debentures by the issuance
          of shares of Common Stock, the Company Notice, as provided in Section
          11.7(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
          Debentures through the issuance of shares of Common Stock shall be
          conditioned upon:

                    (i) the Company's timely giving of the Company Notice of an
               election to purchase all or a specified percentage of the
               Debentures with shares of Common Stock as provided herein;

                    (ii) the registration of such shares of Common Stock under
               the Securities Act, or the Exchange Act, in each case, if
               required;

                    (iii) the listing of such shares of Common Stock on the
               principal national securities exchange on which the shares of
               Common Stock are listed;

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


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                    (v) the receipt by the Trustee of an Officers' Certificate
               and an Opinion of Counsel each stating that the shares of Common
               Stock to be delivered by the Company in payment of the Purchase
               Price in respect of Debentures are 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'
               Certificate, stating that the conditions 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 the
               conditions in clauses (i) through (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 the Debentures. The Company may pay the Purchase Price
          (or any portion thereof) in shares of Common Stock only if the
          information necessary to calculate the Market Price is published in a
          daily newspaper of national circulation or other widely disseminated
          public source. If the foregoing conditions are not satisfied with
          respect to a Holder or Holders prior to the close of business on the
          Business Day prior to the Purchase Date, and the Company has elected
          to purchase the Debentures pursuant to this Section 11.7 through the
          issuance of shares of Common Stock, the Company shall pay the entire
          Purchase Price of the Debentures of such Holder or Holders in cash.

               The "Market Price" means the average of the Closing Sales 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 the third
          Business Day), appropriately adjusted to take into account the
          occurrence, during the period commencing on the first of the trading
          days during the five trading day period and ending on the Purchase
          Date, of any event described in Sections 15.6, 15.7, 15.8 or 15.9
          that would require adjustment of the Conversion Rate in respect of
          the Common Stock; subject, however, to the conditions set forth in
          Sections 15.10 and 15.11.

               The "Closing Sales Price" of any security, including the Common
          Stock, on any date means the closing per share sale price (or, if no
          closing sales 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 asked prices) on such date as reported in
          composite transactions for the principal U.S. securities exchange on
          which the security is traded or, if the security is not listed on a
          U.S. national or regional securities exchange, as reported by the
          Nasdaq system. In the absence of such quotations, the Company shall
          be entitled to determine the Closing Sales Price on the basis of such
          quotations as it considers appropriate.

               Upon determination of the actual number of shares of Common
          Stock to be issued upon repurchase of Debentures, the Company will
          disseminate a press release through Reuters Economic Services or
          Bloomberg Business News containing this information or publish the
          information on the Company's web site or through such other public
          medium as the Company may use at that time.

               (e) Notice of Election. If the Company elects to pay the
          Purchase Price of Debentures to be purchased pursuant to Section
          11.7(a) with shares of Common Stock or a combination of cash and
          shares of Common Stock, the Company shall give notice to Holders
          setting forth information specified in this Section 11.7(e) (the
          "Company Notice"). The Company Notice shall:

                    (1) state that each Holder will receive shares of Common
               Stock with a Market Price determined as of a specified date
               prior to the Purchase Date equal to the


                                      11
<PAGE>


               Purchase Price of the Debentures held by such Holder or a
               specified percentage thereof (except any cash amount to be paid
               in lieu of fractional shares);

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

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

                    (4) set forth the procedures that a Holder must follow to
               exercise its put rights under this Section 11.7 and the
               procedures for withdrawing a Purchase Notice (including, without
               limitation, a conditional withdrawal pursuant to the terms of
               Section 11.7(a)(1)(D) or Section 11.9).

               The Company Notice shall be sent to Holders (and to beneficial
          owners as required by applicable law) not less than 20 Business Days
          prior to the Purchase Date (the "Company Notice Date").

               At the Company's written request (delivered at least three
          Business Days prior to the Company Notice Date (unless a shorter
          period shall be acceptable to the Trustee)), the Trustee shall give
          such Company Notice in the Company's name and at the Company's
          expense; provided, however, that, in all cases, the text of such
          Company Notice shall be prepared by the Company.

               Simultaneously with such Company Notice, the Company shall
          disseminate a press release through Reuters Economic Services or
          Bloomberg Business News containing this information or publish the
          information on the Company's web site or through such other public
          medium as the Company may use at that time.

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

               (g) Procedure upon Purchase. The Company shall deposit cash (in
          respect of cash purchases under this Section 11.7 or for fractional
          interests, as applicable) or shares of Common Stock, or a combination
          thereof, as applicable, at the time and in the manner as provided in
          Section 11.10, sufficient to pay the aggregate Purchase Price of all
          Debentures to be purchased pursuant to this Section 11.7. As soon as
          practicable after the Purchase Date, the Company shall deliver to
          each Holder entitled to receive shares of 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 the shares of Common Stock is registered shall be treated as a
          holder of record of Common Stock on the Business Day following the
          Purchase Date. Subject to Section 11.7(d), no payment or adjustment
          will be made for dividends on the shares of Common Stock the record
          date for which occurred on or prior to the Purchase Date.

               (h) Taxes. If a Holder of a purchased Debenture is paid in
          shares of Common Stock, the Company shall pay any documentary, stamp
          or similar issue or transfer tax due on such issue of Common Stock.
          However, the Holder shall pay any such tax which is due because the
          Holder


                                      12
<PAGE>


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

          SECTION 11.8. PURCHASE OF DEBENTURES AT OPTION OF THE HOLDER UPON
          CHANGE IN CONTROL.

               (a) If a Change in Control occurs, the Debentures not previously
          purchased by the Company or any portion of the principal amount
          thereof shall be purchased by the Company, at the option of the
          Holder thereof, at a purchase price equal to the Accreted Principal
          Amount plus any accrued and unpaid cash interest to the date that is
          45 days after the date the Company shall have mailed notice of the
          occurrence of a Change in Control pursuant to Section 11.8(b) (the
          "Change in Control Purchase Date") or, if the Company has previously
          exercised its option to pay cash interest instead of accreting the
          principal amount of the Debentures following a Tax Event, at a
          purchase price equal to the Restated Principal Amount plus any
          accrued and unpaid cash interest to the Change in Control Purchase
          Date (the "Change in Control Purchase Price"), subject to
          satisfaction by or on behalf of the Holder of the requirements set
          forth in Section 11.8(c).

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

               (1) any person or group (other than the Company and its
          Subsidiaries) after the date Debentures are first issued hereunder
          becomes the beneficial owner of the Company's voting stock
          representing more than 50% of the total voting power of all of the
          Company's classes of voting stock entitled to vote generally in the
          election of members of the Company's board of directors; or

               (2) the Company consolidates with or merges into another Person
          (other than a Subsidiary), sells, conveys, transfers or leases its
          properties and assets substantially as an entirety to a Person (other
          than a Subsidiary), or any Person (other than a Subsidiary)
          consolidates with or merges with or into the Company, and the
          Company's outstanding common stock is reclassified into, exchanged
          for or converted into the right to receive any other property or
          security, provided that none of these circumstances will constitute a
          Change in Control if, after a transaction, the Persons that
          beneficially owned the Company's voting stock immediately prior to
          the transaction beneficially own, in substantially the same
          proportion, shares with a majority of the total voting power of all
          outstanding voting securities of the surviving or transferee Person
          that are entitled to vote generally in the election of that Person's
          board of directors.

               For purposes of this Section 11.8, whether a person is a
          "beneficial owner" shall be determined in accordance with Rule 13d-3
          under the Exchange Act and "person" includes any syndicate or group
          that would be deemed to be a "person" under Section 13(d)(3) of the
          Exchange Act.

               (b) No later than 30 days after the occurrence of a Change in
          Control, the Company shall mail a written notice of the Change in
          Control by first-class mail to the Trustee and to each Holder (and to
          beneficial owners as required by applicable law). The notice shall
          include a form of Change in Control Purchase Notice to be completed
          by the Holder and shall state:


                                      13
<PAGE>


               (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 11.8 must be given;

               (3)  the Change in Control Purchase Date;

               (4)  the Change in Control Purchase Price;

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

               (6)  that the Debentures as to which a Change in Control
                    Purchase Notice has been given may be converted if they are
                    otherwise convertible pursuant to Article Fifteen hereof
                    only if the Change in Control Purchase Notice has been
                    withdrawn in accordance with the terms of this Indenture;

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

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

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

               (10) that, unless the Company defaults in making payment of such
                    Change in Control Purchase Price when due, cash interest,
                    if any, on Debentures surrendered for purchase by the
                    Company will cease to accrue and the Debentures will cease
                    to accrete in value on and after the Change in Control
                    Purchase Date; and

               (11) the CUSIP number(s) of the Debentures.

               (c) In order to exercise its rights specified in Section
          11.8(a), a Holder must deliver a written notice requesting purchase
          of all or a portion of its Debentures (a "Change in Control Purchase
          Notice") to the Paying Agent at any time on or prior to the 30th day
          after the date the Company delivers its written notice of the
          occurrence of a Change in Control, stating:

                    (1)  the certificate number(s) of the Debentures which the
                         Holder will deliver to be purchased or, if Definitive
                         Securities have not been issued, such information as
                         shall be provided pursuant to appropriate Depositary
                         procedures;

                    (2)  the portion of the principal amount of the Debenture
                         which the Holder will deliver to be purchased, which
                         portion must be $1,000 or an integral multiple
                         thereof; and

                    (3)  that such Debenture shall be purchased pursuant to the
                         terms and conditions specified in Paragraph 6 of the
                         Debentures.


                                      14
<PAGE>


               The timely delivery to the Paying Agent of the Change in Control
          Purchase Notice and the delivery of such Debenture (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, in the case of
          delivery of such Debenture to the Paying Agent, such Change in
          Control Purchase Price shall be so paid pursuant to this Section 11.8
          only if the Debenture 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 11.8, a portion of a Debenture 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 Debenture also apply to the purchase of such portion of such
          Debenture.

               Any purchase by the Company contemplated pursuant to the
          provisions of this Section 11.8 shall be consummated by the delivery
          of the consideration to be received by the Holder on the Change of
          Control Purchase Date.

               Notwithstanding anything herein to the contrary, any Holder
          delivering to the Paying Agent the Change in Control Purchase Notice
          contemplated by this Section 11.8(c) shall have the right to withdraw
          such Change in Control Purchase Notice at any time prior to the close
          of business one Business Day prior to the Change in Control Purchase
          Date by delivery of a written notice of withdrawal to the Paying
          Agent in accordance with Section 11.9.

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

          SECTION 11.9. 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 11.7(a) or
          Section 11.8(c), as applicable, the Holder of the Debenture 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, as the case may be, 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, with respect to such Debenture.
          Such Purchase Price shall be paid to such Holder, subject to receipts
          of funds and/or securities by the Paying Agent, promptly following,
          but in no event more than five days after, the later of (x) the
          Purchase Date with respect to such Debenture (provided that the
          conditions in Section 11.7(a) have been satisfied) and (y) the time
          of delivery of such Debenture to the Paying Agent by the Holder
          thereof in the manner required by Section 11.7(a), and such Change in
          Control Purchase Price shall be paid to such Holder, subject to
          receipts of funds and/or securities by the Paying Agent, on the later
          of (x) the Change in Control Purchase Date with respect to such
          Debenture (provided that the conditions in Section 11.8(c) have been
          satisfied) and (y) the time of delivery of such Debenture to the
          Paying Agent by the Holder thereof in the manner required by Section
          11.8(c). Debentures in respect of which a Purchase Notice or Change
          in Control Purchase Notice has been given by the Holder thereof may
          not be converted pursuant to Article Fifteen hereof on or after the
          date of the delivery of such Purchase Notice or Change in Control
          Purchase Notice unless such Purchase Notice or Change in Control
          Purchase Notice has first been validly withdrawn as specified in the
          following paragraph.


                                      15
<PAGE>


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

                    (1)  the certificate number, if any, of the Debenture in
                         respect of which such notice of withdrawal is being
                         submitted or, if Definitive Securities have not been
                         issued, such information as shall be provided pursuant
                         to appropriate Depositary procedures,

                    (2)  the principal amount at maturity of the Debenture with
                         respect to which such notice of withdrawal is being
                         submitted, and

                    (3)  the principal amount at maturity, if any, of such
                         Debenture 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.

               There shall be no purchase of any Debentures pursuant to Section
          11.7 or 11.8 if there has occurred (prior to, on or after, as the
          case may be, the giving, by the Holders of such Debentures, 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, with respect to such Debentures).
          The Paying Agent will promptly return to the respective Holders
          thereof any Debentures (x) with respect to which a Purchase Notice or
          Change in Control Purchase Notice, as the case may be, has been
          withdrawn in compliance with this Indenture, or (y) held by it during
          the continuance of an Event of Default (other than a default in the
          payment of the Purchase Price or Change in Control Purchase Price, as
          the case may be, with respect to such Debentures) 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 11.10. 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
          Purchase Date or prior to 10:00 a.m. (local time in the City of New
          York) on the Change in Control Purchase Date, as the case may be, the
          Company shall deposit 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 6.4)
          an amount of cash (in immediately available funds if deposited on
          such Purchase Date or Change in Control Purchase Date) or Common
          Stock, if permitted hereunder, or both, sufficient to pay the
          aggregate Purchase Price or Change in Control Purchase Price, as the
          case may be, of all the Debentures 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 11.11. DEBENTURES PURCHASED IN PART.

               Any Debenture which is to be purchased only in part shall be
          surrendered at the office of the Paying Agent (with, if the Company
          or the Trustee so requires, due endorsement by, or a written
          instrument of transfer in form satisfactory to the Company 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
          Debenture,


                                      16
<PAGE>


          without service charge, a new Debenture or Debentures, of any
          authorized denomination as requested by such Holder in aggregate
          principal amount equal to, and in exchange for, the portion of the
          principal amount of the Debenture so surrendered which is not
          purchased.

          SECTION 11.12. REPAYMENT TO THE COMPANY.

               The Paying Agent and the Trustee shall return to the Company any
          cash or shares of Common Stock that remain unclaimed for two years,
          subject to applicable unclaimed property laws, held by them for the
          payment of the Purchase Price or Change in Control Purchase Price, as
          the case may be; provided, however, that to the extent that the
          aggregate amount of cash or shares of Common Stock deposited by the
          Company pursuant to Section 11.10 exceeds the aggregate Purchase
          Price or Change in Control Purchase Price, as the case may be, of the
          Debentures 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, then, unless otherwise agreed in writing with the
          Company, promptly after the Business Day following the Purchase Date
          or Change in Control Purchase Date, as the case may be, the Paying
          Agent and the Trustee shall return any such excess to the Company
          upon written request therefor.

SECTION 2.04. Conversion.

     Article Fifteen of the Original Indenture is hereby amended in its
entirety, with respect to the Debentures only, to read as follows (provided,
however, that Section 15.10 of the Original Indenture shall remain in full
force and effect with respect to the Debentures and shall be incorporated by
reference into this Supplemental Indenture as if such Section were restated in
its entirety):

                                   ARTICLE XV

                            CONVERSION OF DEBENTURES

     SECTION 15.1. CONVERSION PRIVILEGE.

          A Holder of a Debenture may convert such Debenture into shares of
     Common Stock at any time during the periods stated in paragraph 7 of the
     Debentures. The number of shares of Common Stock issuable upon conversion
     of a Debenture per $1,000 (subject to upward adjustment as provided
     herein) of principal amount at maturity thereof (the "Conversion Rate")
     shall be that set forth in paragraph 7 in the Debentures, subject to
     adjustment as herein set forth.

          A Holder may convert a portion of the principal amount at maturity of
     a Debenture if the portion is $1,000 (subject to upward adjustment as
     provided herein) or an integral multiple of $1,000 (or such increased
     amount). Provisions of this Indenture that apply to conversion of all of a
     Debenture also apply to conversion of a portion of the Debenture.

     SECTION 15.2. CONVERSION PROCEDURE.

          To convert a Debenture, a Holder must satisfy the requirements in
     paragraph 7 of the Debentures. The first Business Day 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 whole shares of Common Stock issuable upon the
     conversion and cash in lieu of any fractional share determined pursuant to
     Section 15.3. The Person in whose name the certificate is registered


                                      17
<PAGE>


     shall be treated as the stockholder of record as of the close of business
     on the Conversion Date. Upon conversion of a Debenture, such Person shall
     no longer be a Holder of such Debenture.

          No payment or adjustment will be made for dividends on, or other
     distributions with respect to, any Common Stock except as provided in this
     Article Fifteen. On conversion of a Debenture, no accrued and unpaid cash
     interest, if any, or amounts reflecting accretion of the Debentures
     included in the Accreted Principal Amount or the Restated Principal Amount
     (as the case may be), in each case through the Conversion Date, will be
     payable with respect to the converted Debenture and no such cash interest
     or amounts reflecting accretion of the Debentures shall be deemed to be
     canceled, extinguished or forfeited, but rather shall be deemed to be paid
     in full to the Holder thereof through delivery of the shares of Common
     Stock (together with the cash payment, if any, in lieu of fractional
     shares) in exchange for the Debenture being converted pursuant to the
     provisions hereof; and the fair market value of such shares of Common
     Stock (together with any such cash payment in lieu of fractional shares)
     shall be treated as issued, to the extent thereof, first in exchange for
     accrued and unpaid cash interest, if any, through the Conversion Date, and
     the balance, if any, of such fair market value of such shares of Common
     Stock (and any such cash payment) shall be treated as issued for the
     Accreted Principal Amount or the Restated Principal Amount (as the case
     may be) of the Debenture being converted pursuant to the provisions
     hereof. The Company will not adjust the conversion ratio to account for
     accrued and unpaid cash interest, if any, or for amounts reflecting
     accretion of the Debentures included in the Accreted Principal Amount or
     the Restated Principal Amount (as the case may be). If a Holder converts
     more than one Debenture at the same time, the number of shares of Common
     Stock issuable upon the conversion shall be based on the total principal
     amount of the Debentures converted.

          If the last day on which a Debenture may be converted is a not a
     Business Day in a place where a Conversion Agent is located, the Debenture
     may be surrendered on the next succeeding day that is a Business Day.

          Upon surrender of a Debenture that is converted in part, the Company
     shall execute, and the Trustee shall authenticate and deliver to the
     Holder, a new Debenture in an authorized denomination equal in principal
     amount to the unconverted portion of the Debenture surrendered.

          If a Holder submits a Debenture for conversion after the Company has
     elected to exercise its option to pay cash interest instead of accreting
     the principal amount of the Debentures following a Tax Event, or if the
     Company is required to make a cash payment pursuant to an increased
     accretion rate, in either case between a record date and the opening of
     business on the next Interest Payment Date (except for Debentures or
     portions of Debentures called for redemption on a Purchase Date occurring
     during the period from the close of business on a record date and ending
     on the close of business on the next Interest Payment Date, or if such
     Interest Payment Date is not a Business Day, the next Business Day after
     the Interest Payment Date), such Holder shall pay to the Company an amount
     equal to cash interest payable on the converted principal amount.

     SECTION 15.3. FRACTIONAL SHARES.

          Holders will not receive fractional shares upon conversion of a
     Debenture. Instead, the Holder will receive a cash payment for fractional
     shares based on the Closing Sales Price of the Common Stock on the trading
     day immediately preceding the Conversion Date.


                                      18
<PAGE>


     SECTION 15.4. TAXES ON CONVERSION.

          If a Holder submits a Debenture for conversion, the Company shall pay
     any documentary, stamp or similar issue or transfer tax due on the
     delivery 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 registered in a name other than the Holder's name. The
     Conversion Agent may refuse to deliver the certificates representing the
     shares of Common Stock being registered 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 registered in a name other
     than the Holder's name. Nothing herein shall preclude any tax withholding
     required by law or regulations.

     SECTION 15.5. COMMON STOCK.

          All shares of Common Stock delivered by the Conversion Agent on
     behalf of the Company upon conversion of the Debentures shall be duly and
     validly issued and fully paid and nonassessable, and shall be free from
     preemptive rights and free of any lien or adverse claim. The Company will
     endeavor promptly to comply with all federal and state securities laws
     regulating the offer and delivery of shares of Common Stock upon
     conversion of Debentures, 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 shares of Common
     Stock are then listed or quoted.

     SECTION 15.6. ADJUSTMENT FOR CHANGE IN CAPITAL STOCK.

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

               (1) pays a dividend or makes another distribution to all holders
          of the Common Stock on the Common Stock payable exclusively in shares
          of Common Stock;

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

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

               (4) pays a dividend or makes other distributions to all holders
          of the Common Stock consisting of Capital Stock of the Company (other
          than those rights and warrants referred to in Section 15.11 relating
          to stockholders rights plans),

     then the Conversion Rate in effect immediately prior to such action shall
     be adjusted so that the Holder of a Debenture thereafter converted will
     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 Debenture 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 Debenture upon conversion of
     such Debenture may receive shares of two or more classes of Capital Stock
     of the Company, the Conversion Rate shall


                                      19
<PAGE>


     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 Fifteen with respect to the shares of Common Stock, on terms
     comparable to those applicable to shares of Common Stock in this Article
     Fifteen.

     SECTION 15.7. ADJUSTMENT FOR RIGHTS ISSUE.

          If after the Issue Date of the Debentures, the Company distributes
     any rights or warrants to all holders of shares of its Common Stock
     entitling them to purchase shares of Common Stock at a price per share
     less than the Average Sale Price 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 15.7 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 15.6(4) applies or (ii)
               a distribution to which Section 15.8 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 15.7 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 15.7 applies, the fair market value
               (on the record date for the distribution to which this
               Section 15.7 applies) of:

                    (1) the Capital Stock of the Company distributed in respect
               of each share of Common Stock in such Section 15.6(4)
               distribution; and

                    (2) the 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 15.8 distribution.

          The Board of Directors shall determine fair market values for the
     purposes of this Section 15.7, except as Section 15.8 otherwise provides
     in the case of a Spin-off.

          "Average Sale Price" means the average of the Closing Sales Prices of
     the shares of Common Stock for the shorter of:


                                      20
<PAGE>


                    (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;

                    (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 15.6(4), 15.7, 15.8 or 15.9 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 15.6(1), (2) or (3) 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 Closing
          Sales Price of the shares of Common Stock during such period.

               "Time of Determination" means the time and date of the earlier
          of (i) the determination of shareholders entitled to receive rights,
          warrants or options or a distribution, in each case, to which Section
          15.7 or 15.8 applies and (ii) the Ex-Dividend Time.

               "Ex-Dividend Time" means the time immediately prior to the
          commencement of "ex-dividend" trading for such rights, warrants or
          options or distribution on a national or regional exchange or market
          on which the shares of Common Stock are then listed or quoted.

               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 15.7 applies.
          If all of the shares of Common Stock subject to such rights, warrants
          or options have not been issued when such rights, warrants or options
          expire, then the Conversion Rate shall promptly be readjusted to the
          Conversion Rate which would then be in effect had the adjustment upon
          the issuance of such rights, warrants or options been made on the
          basis of the actual number of shares of Common Stock issued upon the
          exercise of such rights, warrants or options.

               No adjustment shall be made under this Section 15.7 if the
          application of the formula stated above in this Section 15.7 would
          result in a value of R' that is equal to or less than the value of R.


                                      21
<PAGE>


     SECTION 15.8. ADJUSTMENT FOR OTHER DISTRIBUTIONS.

          If, after the Issue Date of the Debentures, the Company distributes
     to all holders of its shares of Common Stock any of its debt, securities
     or assets 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 15.6 and distributions of rights,
     warrants or options referred to in Section 15.7 and (y) cash dividends or
     other cash distributions unless such cash dividends or other cash
     distributions are Extraordinary Cash Dividends) the Conversion Rate shall
     be adjusted, subject to the provisions of the last paragraph of this
     Section 15.8, 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 15.6(4) applies, for
               which (i) the record date shall occur on or before the
               record date for the distribution to which this Section
               15.8 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 15.8 applies,
               the fair market value (on the record date for the
               distribution to which this Section 15.8 applies) of any
               Capital Stock of the Company distributed in respect of
               each share of Common Stock in such Section 15.6(4)
               distribution.

          F  = the fair market value (on the record date for the
               distribution to which this Section 15.8 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 15.8 is being
               applied (including, in the case of cash dividends or
               other cash distributions giving rise to an adjustment,
               all such cash distributed concurrently).

          In the event the Company distributes shares of Capital Stock of a
     Subsidiary, the Conversion Rate will be adjusted, if at all, based on the
     market value of the Subsidiary stock so distributed relative to the market
     value of the Common Stock, as discussed below. The Board of Directors
     shall determine fair market values for the purposes of this Section 15.8,
     except that in respect of a dividend or other distribution of shares 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 (a
     "Spin-off"), the fair market value of the securities to be distributed
     shall equal the average of the daily Closing Sales Prices of those
     securities for the five consecutive trading days commencing on and
     including the sixth day of trading of those securities after the
     effectiveness of the Spin-off and the average of the Closing Sales Prices
     shall mean the average Closing Sales Prices for the Common Stock for the
     same five trading days. In the event, however, that an underwritten
     initial public offering of the securities in the Spin-off occurs
     simultaneously with the Spin-off, fair market value of the securities
     distributed in the Spin-off shall mean the initial public offering price
     of such securities and the Average Sale Price, for purposes of this
     sentence, shall mean the Closing Sales Price for the Common Stock on the
     same trading day.


                                      22
<PAGE>


          Assuming that a distribution referred to in this Section 15.8 shall
     have occurred, the adjustment referred to in this Section 15.8 shall
     become effective as of a date and time immediately after the record date
     for the determination of shareholders entitled to receive the distribution
     to which this Section 15.8 applies, except that an adjustment related to a
     Spin-off shall become effective at the earlier to occur of (i) 10 trading
     days after the effective date of the Spin-off and (ii) the initial public
     offering of the securities distributed in the Spin-off.

          For purposes of this Section 15.8, the term "Extraordinary Cash
     Dividend" shall mean any all-cash distributions in an aggregate amount
     that, together with (i) any cash and the fair market value of any other
     consideration payable in respect of any tender offer by the Company or any
     of its Subsidiaries for shares of Common Stock consummated within the
     preceding 12 months not triggering a Conversion Rate adjustment and (ii)
     all other all-cash distributions to all or substantially all holders of
     Common Stock made within the preceding 12 months not triggering a
     Conversion Rate adjustment, exceeds an amount equal to 15% of the market
     capitalization of Common Stock on the Business Day immediately preceding
     the day on which the Company declares the distribution.

          If, upon the date prior to the Ex-Dividend Time with respect to a
     cash dividend on the shares of Common Stock, the aggregate amount of such
     cash dividend together with the amounts of all other cash dividends or
     cash distributions gives rise to an adjustment of the Conversion Rate
     pursuant to Section 15.6, then such cash dividend together with all such
     other cash dividends or cash distributions shall, for purposes of applying
     the formula set forth above in this Section 15.8, cause the value of "F"
     to equal (y) the aggregate amount of such cash dividend together with the
     amounts of such other cash dividends or cash distributions, minus (z) the
     aggregate amount of all cash dividends or cash distributions for which a
     prior adjustment in the Conversion Rate was previously made.

          In the event that, with respect to any distribution to which this
     Section 15.8 would otherwise apply, the difference "M-F" as defined in the
     above formula is less than $1.00 or "F" is equal to or greater than "M",
     then the adjustment provided by this Section 15.8 shall not be made and in
     lieu thereof the provisions of Section 15.15 shall apply to such
     distribution.


                                      23
<PAGE>


     SECTION 15.9. ADJUSTMENT FOR SELF-TENDER OFFER.

          If, after the Issue Date of the Debentures, the Company or any
     Subsidiary of the Company pays holders of the Common Stock in respect of a
     tender or exchange offer, other than an odd-lot offer, by the Company or
     any of its Subsidiaries for Common Stock to the extent that the offer
     involves aggregate consideration that, together with (i) any cash and the
     fair market value of any other consideration payable in respect of any
     tender offer by the Company or any of its Subsidiaries for shares of
     Common Stock consummated within the preceding 12 months not triggering a
     Conversion Rate adjustment and (ii) all-cash distributions to all or
     substantially all holders of Common Stock made within the preceding 12
     months not triggering a Conversion Rate adjustment, exceeds an amount
     equal to 15% of the market capitalization of Common Stock on the
     expiration date of the tender offer, the Conversion Rate shall be adjusted
     in an equitable manner, as determined by the Company's Board of Directors
     in consultation with Credit Suisse First Boston Corporation or another
     nationally recognized investment banking institution satisfactory to the
     Company.

     SECTION 15.10. 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.

          All calculations under this Article Fifteen shall be made to the
     nearest cent or to the nearest 1/10,000th of a share, as the case may be.

     SECTION 15.11. WHEN NO ADJUSTMENT IS REQUIRED.

          If the Company adopts a stockholders rights plan under which the
     Company issues rights providing that each share of Common Stock issued
     upon conversion of the Debenture at any time prior to the distribution of
     separate certificates representing the rights will be entitled to receive
     the rights, no adjustment need be made as a result of: (i) the issuance of
     the rights; (ii) the distribution of separate certificates representing
     the rights; (iii) the exercise or redemption of the rights in accordance
     with any rights agreement; or (iv) the termination or invalidation of the
     rights.

          No adjustment need be made for a transaction referred to in Section
     15.7 if Holders of the Debentures may 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
     shares of Common Stock participate in the transaction. No adjustment need
     be made for a transaction referred to in Section 15.8 if all Holders of
     the Debentures may participate in the transaction.

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

          To the extent the Debentures become convertible pursuant to this
     Article Fifteen in whole or in part into cash, no adjustment need be made
     thereafter as to the cash. Interest will not accrue on the cash.


                                      24
<PAGE>


     SECTION 15.12. NOTICE OF ADJUSTMENT.

          Whenever the Conversion Rate is adjusted, the Company shall promptly
     mail to Holders 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 15.13. VOLUNTARY INCREASE.

          The Company from time to time may increase the Conversion Rate by any
     amount at any time for at least 20 days, so long as the increase is
     irrevocable during such period. Whenever the Conversion Rate is increased,
     the Company shall mail to Holders 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 15.6, 15.7, 15.8 or 15.9.

     SECTION 15.14. NOTICE OF CERTAIN TRANSACTIONS.

          If:

          (1) the Company takes any action that would require an adjustment in
     the Conversion Rate pursuant to Section 15.6, 15.7, 15.8 or 15.9 (unless
     no adjustment is to occur pursuant to Section 15.11); or

          (2) the Company takes any action that would require a supplemental
     indenture pursuant to Section 15.15; or

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

     then the Company shall mail to Holders 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 15.15. REORGANIZATION OF THE COMPANY.

          If the Company is a party to a transaction subject to Section 8.1
     (other than a sale of all or substantially all of the assets of the
     Company in a transaction in which the holders of shares 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 its outstanding shares of
     Common Stock, the person obligated to deliver securities, cash or other
     assets upon conversion of Debentures shall enter into a supplemental
     indenture. If the issuer of securities deliverable upon conversion of
     Debentures is an Affiliate of the successor company, that issuer shall
     join in the supplemental indenture.


                                      25
<PAGE>


          The supplemental indenture shall provide that the Holder of a
     Debenture 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 Debenture 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 Fifteen. The successor company shall mail to Holders a notice
     briefly describing the supplemental indenture.

          If this Section applies, neither Section 15.6 nor Section 15.7
     applies.

          If the Company makes a distribution to all holders of its shares of
     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 the last paragraph of Section 15.8, would otherwise
     result in an adjustment in the Conversion Rate pursuant to the provisions
     of Section 15.8, then, from and after the record date for determining the
     holders of shares of Common Stock entitled to receive the distribution, a
     Holder of a Debenture that converts such Debenture in accordance with the
     provisions of this Indenture shall upon such conversion be entitled to
     receive, in addition to the shares of Common Stock into which the
     Debenture 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 Debenture immediately prior to the record
     date for determining the holders of shares of Common Stock entitled to
     receive the distribution.

     SECTION 15.16. COMPANY DETERMINATION FINAL.

          Any determination that the Company or the Board of Directors must
     make pursuant to Section 15.5, 15.6, 15.7, 15.8, 15.9, 15.10, 15.11, 15.15
     or 15.17 is conclusive, absent manifest error.

     SECTION 15.17. SIMULTANEOUS ADJUSTMENTS.

          In the event that this Article Fifteen requires adjustments to the
     Conversion Rate under more than one of Sections 15.6(4), 15.7, 15.8 or
     15.9, 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 15.6(4), second, the
     provisions of Section 15.8, third, the provisions of Section 15.7, and
     fourth, the provisions of Section 15.9.

     SECTION 15.18. SUCCESSIVE ADJUSTMENTS.

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

     SECTION 15.19. TAX DETERMINATION.

          Each Holder agrees, for U.S. federal income tax purposes, to treat
     the Debentures as "contingent payment debt instruments" and to be bound by
     the Company's application of the Treasury Regulations that govern
     contingent payment debt instruments, including the Company's


                                      26
<PAGE>


     determination that the rate at which interest will be deemed to accrue for
     federal income tax purposes will be 6.28%, compounded semi-annually.


SECTION 2.05. No Defeasance.

     Notwithstanding anything contained in the Indenture to the contrary, the
provisions of Sections 4.3 and 10.11 of the Original Indenture shall not be
applicable to the Debentures.

                                 ARTICLE THREE

                                 MISCELLANEOUS

SECTION 3.01. Execution of Supplemental Indenture.

     This Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this Supplemental Indenture forms a part thereof. The
Original Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed.

SECTION 3.02. Conflict with Trust Indenture Act.

     If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended, such imposed duties shall control.

SECTION 3.03. Successors and Assigns.

     All covenants and agreements in this Supplemental Indenture by the Company
shall bind their respective successors and assigns, whether so expressed or
not.

SECTION 3.04. Separability Clause.

     In case any one or more of the provisions contained in this Supplemental
Indenture, the Original Indenture or in the Debentures of any series shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Supplemental Indenture, the Original Indenture or of such
Debentures, but this Supplemental Indenture, the Original Indenture and such
Debentures shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.

SECTION 3.05. Benefits of Supplemental Indenture.

     Nothing in this Supplemental Indenture or in the Original Indenture,
express or implied, shall give to any person, other than the parties hereto and
their successors hereunder and the Holders (to the extent specified herein or
therein), any benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture.

SECTION 3.06. Governing Law.

     This Supplemental Indenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.


                                      27
<PAGE>


SECTION 3.07. Execution and Counterparts.

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

SECTION 3.08. Notices.

     Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing (which may be by facsimile) and delivered in
person or mailed by first-class mail, postage prepaid, addressed as follows:

     if to the Company:

          International Paper Company
          400 Atlantic Street
          Stamford, Connecticut 06921
          Facsimile:  (203) 541-8263
          Attention:  Treasury Department

     if to the Trustee:

          The Bank of New York
          101 Barclay Street
          Floor 21 West
          New York, New York 10286
          Facsimile:  (212) 815-5915
          Attention:  Corporate Trust Administration

     if to the Conversion Agent:

          The Bank of New York
          101 Barclay Street
          Floor 21 West
          New York, New York 10286
          Facsimile:  (212) 815-5915
          Attention:  Corporate Trust 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 Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder's address as it
appears on the registration books of the Debenture Registrar and shall be
sufficiently given if so mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. 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 Holders, it shall
mail a copy to the Trustee and each Debenture Registrar, Paying Agent,
Conversion Agent or co-registrar.


                                      28
<PAGE>


SECTION 3.09. Concerning the Trustee.

     The rights, privileges, protections, immunities and benefits given to the
Trustee under the Original Indenture, 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 each agent, custodian and other Person
employed to act hereunder.


                                      29
<PAGE>


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

                                            INTERNATIONAL PAPER COMPANY


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


                                            THE BANK OF NEW YORK


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


<PAGE>


                                                                      EXHIBIT A


                          [FORM OF FACE OF DEBENTURE]


     THIS DEBENTURE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AND IS SUBJECT TO
THE RULES FOR DEBT INSTRUMENTS WITH CONTINGENT PAYMENTS UNDER TREASURY
REGULATIONS ss. 1.1275-4(b). FOR INFORMATION REGARDING THE ISSUE PRICE, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, THE YIELD TO MATURITY, THE
"COMPARABLE YIELD" AND PROJECTED PAYMENT SCHEDULE FOR THIS DEBENTURE, YOU
SHOULD CONTACT: VICE PRESIDENT OF INVESTOR RELATIONS, INTERNATIONAL PAPER
COMPANY, 400 ATLANTIC STREET, STAMFORD, CONNECTICUT 06921, TELEPHONE (203)
541-8000.

     [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 DEBENTURE SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL DEBENTURE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE THREE OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

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

     THE HOLDER OF THIS DEBENTURES AGREES FOR THE BENEFIT OF INTERNATIONAL
PAPER THAT (A) THIS DEBENTURE AND ANY COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS DEBENTURE MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED, ONLY (I) TO
INTERNATIONAL PAPER, (II) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR ANY OTHER AVAILABLE EXEMPTION FROM


                                      A-1
<PAGE>


THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR, (IV) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES
(II) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.

     BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER
REPRESENTS THAT IT (1) IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT AND IS ACQUIRING THE DEBENTURES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS AND
THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT
OR (2) ACQUIRED SUCH DEBENTURES IN A TRANSACTION THAT DID NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT.

     PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (A)(III)
ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN
ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

     THIS DEBENTURE, ANY SHARES OF COMMON STOCK OF INTERNATIONAL PAPER COMPANY
ISSUABLE UPON ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER
TRANSFERS OF THIS DEBENTURE AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN
APPLICABLE LAW OR REGULATION (OR INTERPRETATION THEREOF) OR IN PRACTICES
RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE
HOLDER OF THIS DEBENTURE AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE
OF THIS DEBENTURE AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.

     The foregoing legend may be removed from this Debenture on satisfaction of
the conditions specified in the Indenture.


                                      A-2
<PAGE>


                          INTERNATIONAL PAPER COMPANY

                  Zero Coupon Convertible Debentures due 2021

No.                                                CUSIP:
Issue Date:  June 20, 2001
Issue Price:  $475.66
(for each $1,000 principal amount at maturity)

     INTERNATIONAL PAPER COMPANY, a New York corporation, promises to pay to
[IF GLOBAL DEBENTURE--Cede & Co.] [IF DEFINITIVE DEBENTURE--________________]
or registered assigns, the principal amount of [                      ($     )]
on June 20, 2021, subject to adjustment as provided herein.

     This Debenture shall not bear cash interest except as specified on the
other side of this Debenture. This Debenture is convertible as specified on the
other side of this Debenture.

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

Dated:                                      INTERNATIONAL PAPER COMPANY


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


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NEW YORK, as Trustee,
certifies that this is one of the
Debentures referred to in the
within-mentioned Indenture.


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

Dated:


                                      A-3
<PAGE>


                         [FORM OF REVERSE OF DEBENTURE]


              Zero Coupon Convertible Debentures due June 20, 2021


1.   Cash Interest and Accretion Rate.

     Except as provided in this paragraph 1, this Debenture shall not bear cash
interest. This Debenture shall initially represent the Issue Price and shall
accrete in value at the Accretion Rate. The "Accretion Rate" shall initially be
3.75% per annum, and shall be adjusted as provided in this Section 1.

     Beginning June 20, 2004, and on each one year anniversary thereafter
(each, an "Accretion Rate Measurement Date"), the Accretion Rate (or the
additional cash interest rate if the principal amount of the Debentures shall
have been restated following the occurrence of a Tax Event) on the Debentures
is subject to adjustment as set forth in this Section 1; provided, however,
that the Accretion Rate (or the additional cash interest rate if the principal
amount of the Debentures shall have been restated following the occurrence of a
Tax Event) shall not be less than 3.75% per annum or more than 11% per annum.

     If the Closing Sales Price of the Common Stock is equal to or less than
60% of the Accreted Conversion Price for any 20 trading days out of the last 30
consecutive trading days ending six Business Days prior to an Accretion Rate
Measurement Date (the "Valuation Condition"), then the Accretion Rate (or the
additional cash interest rate if the principal amount of the Debentures shall
have been restated following the occurrence of a Tax Event) shall be reset as
described below. If, however, on any Accretion Rate Measurement Date, the
Valuation Condition with respect to such Accretion Rate Measurement Date is not
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be 3.75%.

     On June 20, 2004, and/or June 20, 2005, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 16, 2004.

     On June 20, 2006, if the Valuation Condition is satisfied, then the
Accretion Rate (or the additional cash interest rate if the principal amount of
the Debentures shall have been restated following the occurrence of a Tax
Event) for the period beginning on June 20, 2006 and ending on the earlier to
occur of (a) June 20, 2011 or (b) the next Accretion Rate Measurement Date on
which the Valuation Condition is not satisfied shall be reset to the Five-Year
Rate, as determined on June 15, 2006. Notwithstanding the next two paragraphs,
the Five-Year Rate will continue to be in effect until June 20, 2011 if the
Valuation Condition is satisfied on the Accretion Rate Measurement Dates in
2007, 2008, 2009 and 2010.

     On June 20, 2007, and/or June 20, 2008, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 15, 2007.


                                      A-4
<PAGE>


     On June 20, 2009, and/or June 20, 2010, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 17, 2009.

     On June 20, 2011, if the Valuation Condition is satisfied, then the
Accretion Rate (or the additional cash interest rate if the principal amount of
the Debentures shall have been restated following the occurrence of a Tax
Event) for the period beginning on June 20, 2011 and ending on the earlier to
occur of (a) June 20, 2016 or (b) the next Accretion Rate Measurement Date on
which the Valuation Condition is not satisfied shall be reset to the Five-Year
Rate, as determined on June 16, 2011. Notwithstanding the next two paragraphs,
the Five-Year Rate will continue to be in effect until June 20, 2016 if the
Valuation Condition is satisfied on the Accretion Rate Measurement Dates in
2012, 2013, 2014 and 2015.

     On June 20, 2012, and/or June 20, 2013, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 15, 2012.

     On June 20, 2014, and/or June 20, 2015, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 17, 2014.

     On June 20, 2016, if the Valuation Condition is satisfied, then the
Accretion Rate (or the additional cash interest rate if the principal amount of
the Debentures shall have been restated following the occurrence of a Tax
Event) for the period beginning on June 20, 2016 and ending on the earlier to
occur of (a) the Stated Maturity or (b) the next Accretion Rate Measurement
Date on which the Valuation Condition is not satisfied shall be reset to the
Five-Year Rate, as determined on June 15, 2016. Notwithstanding the next two
paragraphs, the Five-Year Rate will continue to be in effect until June 20,
2016 if the Valuation Condition is satisfied on the Accretion Rate Measurement
Dates in 2017, 2018, 2019 and 2020.

     On June 20, 2017, and/or June 20, 2018, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 15, 2017.

     On June 20, 2019, and/or June 20, 2020, if the Valuation Condition is
satisfied, then the Accretion Rate (or the additional cash interest rate if the
principal amount of the Debentures shall have been restated following the
occurrence of a Tax Event) shall be reset to the Two-Year Rate as determined on
June 17, 2019.

     The Reset Rate determined as of each Reset Rate Determination Date will be
equal to the rate that would in the sole judgment of the Reset Rate Agent,
result in a trading price of par of a hypothetical issue of senior,
nonconvertible, noncontingent, fixed-rate debt securities of the Company
bearing interest semi-annually with (i) final maturity equal to, in the case of
the Five-Year Rate, five years, and in the case of the Two-Year Rate, two
years; (ii) an aggregate principal amount equal to the Accreted Principal
Amount or the Restated Principal Amount, as applicable, of the Debentures; and
(iii) covenants and other provisions that are, insofar as would be practicable
for an issue of senior, nonconvertible, fixed-rate debt securities,
substantially identical to those of the Debentures. If the Reset


                                      A-5
<PAGE>


Rate Agent has not established the Reset Rate for the applicable annual period,
or if the Reset Agent determines in its sole judgment that there is no suitable
reference rate from which the Reset Rate may be determined, the Reset Rate for
that period will be the Reset Rate most recently determined. If there is no
Reset Rate most recently determined, the Reset Rate shall be a rate mutually
agreed upon by the Reset Rate Agent and the Company reflecting current market
conditions. In either case, such Reset Rate shall remain in effect until the
Reset Rate Agent determines that there is a suitable reference rate, at which
time the Reset Rate Agent will determine a new Reset Rate for the period ending
on the next Reset Rate Determination Date.

     All dates above refer to such date, or if such date is not a Business Day,
the next preceding Business Day.

     If an increased Accretion Rate is in effect for a particular annual
period, the Company will pay a portion of the increased accretion rate as cash
interest at an annualized rate of 0.25% per annum (or 0.125% per semi-annual
period) on the Applicable Principal Amount (or the Restated Principal Amount,
if the principal amount of the Debentures shall have been restated following
the occurrence of a Tax Event) and the remaining increased Accretion Rate will
be accrued and payable at Stated Maturity (except as provided herein if the
principal amount of the Debentures has been restated following the occurrence
of a Tax Event), any Redemption Date, Purchase Date or Change in Control
Purchase Date.

     For the determination of the Reset Rate, the Reset Rate Agent shall seek
indicative reference rates from three nationally recognized investment banks.
The determination of any Reset Rate will be conclusive and binding upon the
Reset Rate Agent, the Company, the Trustee and the Holders, in the absence of
manifest error.

     The Reset Rate Agent may be removed at any time by the Company giving at
least 60 days' written notice to the Reset Rate Agent. The Reset Rate Agent may
resign at any time upon giving at least 30 days' written notice.

     For purposes of this Paragraph 1, the following defined terms shall have
the respective meanings provided below.

     "Accreted Conversion Price" means, as of any date, the Accreted Principal
Amount of this Debenture divided by the Conversion Rate (as defined in the
Indenture).

     "Accreted Principal Amount" means, for any date, the Issue Price (as
defined in the Indenture) of the Debentures adjusted to reflect the accretion
of the Debentures at the applicable accretion rate to such date.

     "Applicable Principal Amount" means, for any semi-annual period, the Issue
Price of the Debentures adjusted to reflect the accretion of the Debentures at
the applicable accretion rate to the beginning of such semi-annual period
(excluding any accrued and unpaid cash interest).

     "Reset Rate Agent" means a nationally recognized financial institution to
be appointed by the Company to establish the applicable Reset Rate as of each
Reset Rate Determination Date.

     "Reset Rate Determination Date" means June 16, 2004, June 15, 2006, June
15, 2007, June 17, 2009, June 16, 2011, June 15, 2012, June 17, 2014, June 15,
2016, June 15, 2017 and June 17, 2019.


                                      A-6
<PAGE>


     In the event of an increased accretion rate, the Company will disseminate
a press release through Reuters Economic Services or Bloomberg Business News
containing this information or publish the information on the Company's web
site on the world wide web or through such other public medium as the Company
may use at that time.

     Tax Event. From and after the date of the occurrence of a Tax Event, the
Company will have the irrevocable option to pay cash interest on the Debentures
at the Accretion Rate instead of accreting the principal amount thereof. On the
date of the Company's election to pay cash interest following a Tax Event (the
"Option Exercise Date"), the principal amount on which cash interest is payable
will be restated and will equal the Restated Principal Amount, and cash
interest will accrue from the Option Exercise Date. The Restated Principal
Amount at the Accretion Rate shall be the amount due at maturity of the
Debentures. Cash interest will be paid on the Restated Principal Amount from
the Option Exercise Date and will be subject to reset as provided in Section 1
of this Debenture.

     A "Tax Event" means that the Company shall have received an opinion from
experienced independent tax counsel to the effect that, as a result of:

          (i) 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 of the United States or
     any political subdivision thereof, or

          (ii) any amendment to or change in the administrative position or
     interpretation or any administrative action, in each case, by any
     legislative body, court, government agency or regulatory authority,
     irrespective of the manner in which such amendment or change is made
     known, which amendment or change is effective or such administrative
     action or decision is announced, in each case, on or after the Issue Date;

there is more than an insubstantial risk that interest payable on this
Debenture, including amounts reflecting accretion of the Debentures included in
the Accreted Principal Amount and any cash interest payable pursuant to an
increased accretion rate, 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 for United States federal income tax
     purposes.

     Any cash interest payable hereunder and any accretion of the Debentures
will be computed based on a 360-day year of twelve 30-day months. Cash
interest, if any, will be payable semi-annually in arrears on each June 20 and
December 20 (each an "Interest Payment Date") through maturity; provided that,
in the event the Company elects to pay cash interest upon the occurrence of a
Tax Event as of a date less than 60 days prior to any Interest Payment Date,
the first payment of cash interest shall be made on the Interest Payment Date
next succeeding such Interest Payment Date. The record date for the payment of
cash interest to Holders will be the close of business on June 5 and December 5
of each year (whether or not a Business Day); provided that cash interest
payable at Stated Maturity or upon redemption or repurchase will be payable to
the person to whom principal is payable. The Company will give notice to the
Holders, no later than 15 days prior to each record date, of the amount of cash
interest to be paid as of the next Interest Payment Date. Cash interest on the
Debentures will be paid to registered holders of the Debentures as of the
record date.


                                      A-7
<PAGE>


2.   Method of Payment at Redemption, Repurchase or Maturity.

     Subject to the terms and conditions of the Indenture, the Company will
make payments (1) in cash in respect of a Redemption Price, Change in Control
Purchase Price and at Stated Maturity and (2) in cash, shares of Common Stock
or a combination thereof in respect of a Purchase Price, in each case to
Holders who surrender Debentures to a Paying Agent to collect such payments in
respect of the Debentures. The Company will pay 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 pay such cash amounts by check
payable in such money.

3.   Paying Agent, Conversion Agent, Debenture Registrar and Reset Rate Agent.

     The Bank of New York (the "Trustee") will initially act as Paying Agent,
Conversion Agent and Debenture Registrar. Credit Suisse First Boston
Corporation will initially act as Reset Rate Agent. The Company may appoint and
change any Paying Agent, Conversion Agent, Debenture Registrar or Reset Rate
Agent without notice, other than notice to the Trustee; provided that the
Company will maintain at least one Paying Agent in the State of New York, The
City of New York, The 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, Debenture Registrar
or Reset Rate Agent.

4.   Indenture.

     The Company issued the Debentures under an Indenture dated as of April 12,
1999, as amended (the "Original Indenture"), among the Company and the Trustee,
as supplemented by the Convertible Debentures Supplemental Indenture dated June
20, 2001 (the "Supplemental Indenture" and, together with the Original
Indenture, the "Indenture"). The terms of the Debentures include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Debentures are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of those
terms. Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture.

     The Debentures are general unsecured obligations of the Company initially
limited to $2,420,750,000 aggregate principal amount at maturity, subject to
upward adjustment from time to time in the event there is an increased
accretion rate in effect pursuant to paragraph 1 hereof.

     The Indenture does not limit other indebtedness of the Company, secured or
unsecured.

5.   Redemption at the Option of the Company.

     No sinking fund is provided for in the Debentures. Prior to June 20, 2006,
the Company may not redeem the Debentures. On or after June 20, 2006, and prior
to June 20, 2008, the Company may redeem the Debentures for cash, but only if
the Closing Sale Price of the Common Stock exceeds 120% of the Accreted
Conversion Price for at least 20 trading days in the last 30 consecutive
trading days ending on the date we make public a notice of our intention to
redeem the Debentures. On or after June 20, 2008, the Company may redeem for
cash all or part of the Debentures at any time, upon not less than 30 nor more
than 60 days' notice by mail to Holders of the Debentures, for a price equal to
the then Accreted Principal Amount (or, if applicable, the Restated Principal
Amount) plus any accrued and unpaid cash interest to the redemption date.


                                      A-8
<PAGE>


     The table below shows Redemption Prices of the Debentures at June 20,
2006, at each following June 20 prior to maturity and the price at maturity on
June 20, 2021, assuming that the rate has not been reset as provided in Section
1 hereof and that a Tax Event has not occurred. The prices reflect the Accreted
Principal Amount calculated through each date. The Redemption Price of
Debentures redeemed between these dates would include an additional increase in
the accreted principal amount accrued from the immediately preceding date in
the table to the actual redemption date (or accrued but unpaid interest if the
Debentures shall have been restated following a Tax Event).

                                      Accrued           Redemption
          Redemption Date             Interest            Price
          ---------------             --------            -----
          June 20, 2006               $ 97.10            $ 572.76
          June 20, 2007               $118.78            $ 594.44
          June 20, 2008               $141.28            $ 616.94
          June 20, 2009               $164.63            $ 640.29
          June 20, 2010               $188.87            $ 664.53
          June 20, 2011               $214.02            $ 689.68
          June 20, 2012               $240.13            $ 715.79
          June 20, 2013               $267.22            $ 742.88
          June 20, 2014               $295.34            $ 771.00
          June 20, 2015               $324.52            $ 800.18
          June 20, 2016               $354.81            $ 830.47
          June 20, 2017               $386.25            $ 861.91
          June 20, 2018               $418.87            $ 894.53
          June 20, 2019               $452.73            $ 928.39
          June 20, 2020               $487.87            $ 963.53
          June 20, 2021 (maturity)    $524.34           $1,000.00

     If the Trustee selects a portion of a Holder's Debentures for redemption
and such Holder converts a portion of the same Debentures, the converted
portion will be deemed to be from the portion selected for redemption. Each of
the Debentures will be redeemed in whole.

6.   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, all or any portion
of the Debentures held by such Holder on June 20, 2004, June 20, 2006, June 20,
2011 and June 20, 2016 (each, a "Purchase Date"), at a Purchase Price per
Debenture equal to the Purchase Price (provided that, if the Purchase Date is
on or after an interest record date, if any, but on or prior to the Interest
Payment Date, if any, interest shall be payable to Holders in whose names the
Debentures are registered at the close of business on the relevant Record
Date). To exercise such right, a Holder shall deliver to the Company a Purchase
Notice containing the information set forth in the Indenture, at any time from
the opening of business on the date that is 20 Business Days prior to such
Purchase Date until the close of business on the fifth day prior to such
Purchase Date, and shall deliver the Debentures to the Paying Agent as set
forth in the Indenture.

     The Purchase Price may be paid, at the option of the Company, in cash or
by delivery of shares of Common Stock, or in any combination thereof. If the
Company elects to pay the Purchase Price in shares of Common Stock or a
combination of Common Stock and cash, the Company shall notify Holders of such
election 20 Business Days prior to the Purchase Date.

     Subject to the terms and conditions of the Indenture, if a Change in
Control occurs, the Company shall become obligated to purchase, at the option
of the Holder, all or any portion of the


                                      A-9
<PAGE>


Debentures held by such Holder, at a purchase price equal to the Accreted
Principal Amount plus any accrued and unpaid cash interest to the Change in
Control Purchase Date or, if the Company has previously exercised its option to
pay cash interest instead of accreting the principal amount of the Debentures
following a Tax Event, at a purchase price equal to the Restated Principal
Amount plus any accrued and unpaid cash interest to the Change in Control
Purchase Date. To exercise such right, a Holder shall deliver to the Company a
Change in Control Purchase Notice containing the information set forth in the
Indenture, at any time until the close of business on the 30th day after the
date the Company delivers its written notice of the occurrence of a Change in
Control, and shall deliver the Debentures to the Paying Agent as set forth in
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 Common Stock if permitted under the Indenture) sufficient
to pay the Purchase Price or Change in Control Purchase Price, as the case may
be, of all Debentures 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 prior to 10:00 a.m. (local time in the City of New York)
on the Purchase Date or the Change in Control Purchase Date and cash interest
ceases to accrue on such Debentures (or portions thereof) and the Debentures
cease to accrete in value immediately after such Purchase Date or Change in
Control Purchase Date, 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 upon surrender of such Debenture.

7.   Conversion.

     Holders may surrender Debentures for conversion into shares of Common
Stock if the Closing Sales Price of the Common Stock for at least 20 trading
days in the 30 consecutive trading days ending on the day prior to the
Conversion Date is more than the Applicable Percentage then in effect of the
Accreted Conversion Price on the first day of such conversion Period. The
Applicable Percentage shall initially be initially be 120% and shall decline by
0.256% at the end of each semi-annual period over the life of the Debentures to
110% (the "Applicable Percentage") of the Accreted Conversion Price.

                                                                 Applicable
     Semi-annual Period Beginning                                Percentage
     ----------------------------                                ----------
     June 20, 2001........................................         120.00%
     December 20, 2001....................................         119.74%
     June 20, 2002........................................         119.49%
     December 20, 2002....................................         119.23%
     June 20, 2003........................................         118.97%
     December 20, 2003....................................         118.72%
     June 20, 2004........................................         118.46%
     December 20, 2004....................................         118.21%
     June 20, 2005........................................         117.95%
     December 20, 2005....................................         117.69%
     June 20, 2006........................................         117.44%
     December 20, 2006....................................         117.18%
     June 20, 2007........................................         116.92%
     December 20, 2007....................................         116.67%
     June 20, 2008........................................         116.41%


                                     A-10
<PAGE>


                                                                 Applicable
     Semi-annual Period Beginning                                Percentage
     ----------------------------                                ----------
     December 20, 2008....................................         116.15%
     June 20, 2009........................................         115.90%
     December 20, 2009....................................         115.64%
     June 20, 2010........................................         115.38%
     December 20, 2010....................................         115.13%
     June 20, 2011........................................         114.87%
     December 20, 2011....................................         114.62%
     June 20, 2012........................................         114.36%
     December 20, 2012....................................         114.10%
     June 20, 2013........................................         113.85%
     December 20, 2013....................................         113.59%
     June 20, 2014........................................         113.33%
     December 20, 2014....................................         113.08%
     June 20, 2015........................................         112.82%
     December 20, 2015....................................         112.56%
     June 20, 2016........................................         112.31%
     December 20, 2016....................................         112.05%
     June 20, 2017........................................         111.79%
     December 20, 2017....................................         111.54%
     June 20, 2018........................................         111.28%
     December 20, 2018....................................         111.03%
     June 20, 2019........................................         110.77%
     December 20, 2019....................................         110.51%
     June 20, 2020........................................         110.26%
     December 20, 2020....................................         110.00%

     A Holder may also surrender Debentures for conversion into shares of
Common Stock if at any time each of Moody's Investor Service, Inc. and Standard
& Poor's Rating Services has downgraded the Company's senior long-term
corporate credit rating to below Baa3 and BBB-, respectively.

     A Holder may also surrender for conversion a Debenture or portion of a
Debenture which has been called for redemption pursuant to Paragraph 5 hereof,
even if the foregoing provisions have not been satisfied. Such Debentures may
be surrendered for conversion at any time following receipt of a notice of
redemption until the close of business on the Business Day prior to the
Redemption Date.

     In the event that (a) the Company distributes to all holders of Common
Stock certain rights, for a period expiring within 60 days, as described in
Section 15.7 of the Indenture, or (b) the Company distributed to all holders of
Common Stock its assets, debt securities or certain rights to purchase its
securities, which distribution has a per share value exceeding 15% of the
Closing Sales Price of a share of Common Stock as of the trading day prior to
the date of declaration for such distribution, then, in each case, the
Debentures may be surrendered for conversion beginning on the date the Company
gives notice to the Holders of such right, which shall be not less than 20 days
prior to the Ex-Dividend Time for such dividend or distribution, and Debentures
may be surrendered for conversion 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 distribution will not take place. No adjustment to the
ability of a Holder to convert will be made if such Holder will otherwise
participate in the dividend or distribution without conversion.


                                     A-11
<PAGE>


     In addition, in the event the Company is a party to a consolidation,
merger or binding share exchange pursuant to which the shares of Common Stock
would be converted into cash, securities or other property as set forth in
Section 15.15 of the Indenture, the Debentures may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
date the Company announces as the anticipated effective time until 15 days
after the actual date of such transaction.

     If the Company is a party to a consolidation, merger or binding share
exchange pursuant to which the Common Stock is converted into cash, securities
or other property, at the effective time of the transaction, the right to
convert a Debenture into shares of Common Stock will be changed into a right to
convert it into the kind and amount of cash, securities or other property which
the Holder would have received if the Holder had converted its Debentures
immediately prior to the transaction.

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

     The Conversion Rate is initially 9.5111 shares of Common Stock per $1,000
principal amount at maturity, subject to adjustment in certain events described
in the Indenture. A Holder which surrenders Debentures for conversion will
receive cash in lieu of any fractional share of Common Stock.

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

     A Holder may convert a portion of a Debenture if the principal amount at
maturity of such portion is $1,000 at maturity or an integral multiple of
$1,000 at maturity, subject to an upward adjustment in the event there is an
increased accretion rate. No payment or adjustment will be made for dividends
on the shares of Common Stock except as provided in the Indenture. Except as
provided herein and in the Indenture, on conversion of a Debenture, the Holder
will not receive any cash payment representing the Accreted Principal Amount
with respect to the converted Debentures. Instead, upon conversion the Company
will deliver to the Holder a fixed number of shares of Common Stock and any
cash payment to account for fractional shares. The cash payment for fractional
shares will be based on the Closing Sales Price of the Common Stock on the
trading day immediately prior to the Conversion Date. Delivery of shares of
Common Stock will be deemed to satisfy the Company's obligation to pay the
principal amount of the Debentures, including accrued cash interest. Accrued
cash interest will be deemed paid in full rather than canceled, extinguished or
forfeited. The Company will not adjust the Conversion Rate to account for
accrued interest.

     The Conversion Rate will be adjusted as provided in Article Fifteen of the
Indenture. The Company may increase the Conversion Rate for at least 20 days,
so long as the increase is irrevocable during such period. No adjustment in the
Accreted Conversion Price will be required unless the adjustment would require
an increase or decrease of at least 1% of the Accreted Conversion Price. If the
adjustment is not made because the adjustment does not change the Accreted
Conversion Price by more than 1%, then the adjustment that is not made will be
carried forward and taken into account in any future adjustment. Except as
specifically described above, the Accreted Conversion Price will not be subject
to adjustment in the case of the issuance of any Common Stock or securities
convertible into or exchangeable into Common Stock.

8.   Denominations; Transfer; Exchange.


                                     A-12
<PAGE>


     The Debentures are in fully registered form, without coupons, in
denominations of $1,000 of principal amount at maturity (subject to upward
adjustment in the event of a rate reset pursuant to Section 1 hereof) and
integral multiples of $1,000 (or such increased amount). A Holder may transfer
or exchange Debentures in accordance with the Indenture. The Debenture
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 Debenture Registrar need not transfer or
exchange any Debentures selected for redemption (except, in the case of a
Debenture to be redeemed in part, the portion of the Debenture not to be
redeemed) or any Debentures 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 Debenture to be purchased in part, the portion of the Debenture not to be
purchased) or any Debentures for a period of 15 days before the mailing of a
notice of redemption of Debentures to be redeemed.

9.   Persons Deemed Owners.

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

10.  Unclaimed Money or Debentures.

     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 Debentures 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 only to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

11.  Amendment; Waiver.

     The Company and the Trustee, with the written consent of the Holders of at
least a majority in aggregate principal amount of the Debentures at the time
outstanding, may amend the Indenture or the Debentures. However, without the
consent of each Holder affected, an amendment or supplement to the Indenture or
the Debentures may not:

          (1) reduce the principal of or premium on or change the Stated
     Maturity of any Debenture;

          (2) reduce the rate of or change the time for payment of cash
     interest on, or reduce the accretion rate of, any Debenture;

          (3) reduce or alter the method of computation of the Redemption
     Price, Purchase Price or Change in Control Purchase Price of any Debenture
     or the time when such Redemption Price, Purchase Price or Change in
     Control Purchase Price is payable;

          (4) make the principal of, or cash interest on, any Debenture payable
     in money or securities other than that stated in the Debenture or change
     the price of payment;

          (5) make any change that would impair any of the rights granted in
     Section 5.8 of the Indenture in any material respect;

          (6) reduce the percentage of principal amount of the outstanding
     Debentures of a series required to amend or supplement the Indenture or
     waive any of its provisions.


                                     A-13
<PAGE>


     It shall not be necessary for the consent of the Holders under this
paragraph 11 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 paragraph 11 becomes effective, the Trustee
will mail to each Holder a notice briefly describing such amendment.

12.  Defaults and Remedies.

     Under the Indenture, Events of Default include:

          (1) default for 30 days in the payment of any interest on the
     Debentures (after any election by the Company to pay cash interest on the
     Debentures following a Tax Event) or in the payment of any additional
     interest due under the Registration Rights Agreement;

          (2) default in payment of principal of or any premium on the
     Debentures at maturity (or, if the Company has elected to pay cash
     interest on the Debentures following a Tax Event, the Restated Principal
     Amount), original Issue Price, accrued original issued discount,
     Redemption Price, Purchase Price or Change In Control Purchase Price, when
     the same becomes due and payable;

          (3) our failure to comply with any of our covenants or agreements in
     the Debentures or in the Indenture (other than an agreement or covenant
     that we have included in the Indenture solely for the benefit of other
     series of debt securities) for 60 days after written notice by the trustee
     or by the Holders of at least 25% in principal amount of all outstanding
     debt securities affected by that failure; or

          (4) certain events in bankruptcy, insolvency or reorganization
     involving us.

     Holders may not enforce the Indenture or the Debentures except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the
Debentures unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing default under the Indenture (except a default in payment of amounts
specified in clauses (1) or (2) above) if it determines that withholding notice
is in their interests; and provided, further, that in the case of any default
of the character specified in clause (3) above no such notice to Holders shall
be given until at least 60 days after the occurrence thereof.

13.  Trustee Dealings with the Company.

     Subject to certain limitations imposed by the Trust Indenture Act, the
Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Debentures 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.

14.  No Recourse Against Others.

     A director, officer, employee or shareholder, as such, of either the
Company shall not have any liability for any obligations of the Company under
the Debentures or the Indenture or for any


                                     A-14
<PAGE>


claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Debenture, each Holder waives and releases all such
liability. The waiver and release are part of the consideration for the issue
of the Debentures.

15.  Authentication.

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

16.  Abbreviations.

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

17.  GOVERNING LAW.

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

18.  Registration Rights.

     The Holders of the Debentures are entitled to the benefits of a
Registration Rights Agreement, dated as of June 20, 2001, among Company and
Credit Suisse First Boston Corporation and Goldman, Sachs & Co., including the
receipt of liquidated damages upon a registration default (as defined in such
agreement).

19.  Further Issues.

     The Company may, without notice to or the consent of the Holders of the
Debentures, issue additional Debentures of the same tenor as the Debentures, so
that such additional Debentures and the Debentures shall form a single series
under the Indenture.


                                     A-15
<PAGE>


<TABLE>
-----------------------------------------------------------------------------------------------
                ASSIGNMENT FORM                                 CONVERSION NOTICE
-----------------------------------------------------------------------------------------------
<S>                                                <C>
To assign this Debenture, fill in the form         To convert this Debenture into Common
below:                                             Stock, check the box [   ]
-----------------------------------------------------------------------------------------------
I or we assign and transfer this Debenture to      To convert only part of this Debenture,
_________________________                          state the principal amount to be converted
_________________________                          (which must be $1,000 or an integral
(Insert assignee's soc. sec. or tax ID no.)        multiple of $1,000):
_________________________
_________________________                          If you want the stock certificate made out
_________________________                          in another person's name fill in the form
(Print or type assignee's name, address and zip    below:
code)                                              _________________________
                                                   _________________________
and irrevocably appoint                            (Insert the other person's soc. sec. tax
                                                   ID no.)
____________________ agent to transfer this
Debenture on the books of the Company.  The        __________________________
agent may substitute another to act for him.       __________________________
                                                   __________________________
                                                   __________________________
                                                   __________________________
                                                   (Print or type other person's name,
                                                   address and zip code)
-----------------------------------------------------------------------------------------------
</TABLE>


Date: _____________ Your Signature:  _________________________________

______________________________________________________________________
(Sign exactly as your name appears on the other side of this Debenture)

Signature Guaranteed

_____________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By:__________________________________
          Authorized Signatory


                                     A-16
<PAGE>


SCHEDULE OF INCREASES AND DECREASES OF GLOBAL DEBENTURE

Initial Principal Amount of Global Debenture: ____________($___________).

<TABLE>
---------------------------------------------------------------------------------------------------------------------
          Date             Amount of Increase    Amount of Decrease in    Principal Amount of        Notation by
                           in Principal Amount    Principal Amount of      Global Debenture      Debenture Registrar
                           of Global Debenture      Global Debenture       After Increase or        or Debenture
                                                                               Decrease               Custodian
---------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                       <C>                   <C>
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     A-17
<PAGE>


                  Zero Coupon Convertible Debentures due 2021
                              Transfer Certificate

     In connection with any transfer of any of the Debentures 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
Debenture hereby certifies with respect to $____________ principal amount at
maturity of the above-captioned Debentures presented or surrendered on the date
hereof (the "Surrendered Debentures") 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
Debentures for the reason checked below:

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

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

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

     [_]   The transfer of the Surrendered Debentures 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 Debentures 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.)


Signature Guaranteed

_____________________________________
Participant in a Recognized Signature

Guarantee Medallion Program

By:__________________________________
           Authorized Signatory


                                     A-18