<PAGE>   1
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY









                             THE TJX COMPANIES, INC.

                         Liquid Yield Option (TM) Notes

                                    due 2021

                           (Zero Coupon-Subordinated)

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

                                    INDENTURE

                          Dated as of February 13, 2001

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

                              THE BANK OF NEW YORK

                                     TRUSTEE

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

                   (TM) Trademark of Merrill Lynch & Co., Inc.
<PAGE>   2
                             CROSS REFERENCE TABLE*

<TABLE>
<CAPTION>
TIA Section                                                               Indenture Section
<S>                                                                       <C>
  310(a)(1).....................................................                7.10
     (a)(2).....................................................                7.10
     (a)(3).....................................................                N.A.
     (a)(4).....................................................                N.A.
     (b)........................................................             7.08; 7.10
     (c)........................................................                N.A.
  311(a)........................................................                7.11
     (b)........................................................                7.11
     (c)........................................................                N.A.
  312(a)........................................................                2.05
     (b)........................................................                13.03
     (c)........................................................                13.03
  313(a)........................................................                7.06
     (b)(1).....................................................                N.A.
     (b)(2).....................................................                7.06
     (c)........................................................                13.02
     (d)........................................................                7.06
  314(a)........................................................          4.02; 4.03; 13.02
     (b)........................................................                N.A.
     (c)(1).....................................................                13.04
     (c)(2).....................................................                13.04
     (c)(3).....................................................                N.A.
     (d)........................................................                N.A.
     (e)........................................................                13.05
     (f)........................................................                N.A.
  315(a)........................................................                7.01
     (b)........................................................             7.05; 13.02
     (c)........................................................                7.01
     (d)........................................................                7.01
     (e)........................................................                6.11
  316(a) (last sentence)........................................                2.08
     (a)(1)(A)..................................................                6.05
     (a)(1)(B)..................................................                6.04
     (a)(2).....................................................                N.A.
     (b)........................................................                6.07
  317(a)(1).....................................................                6.08
     (a)(2).....................................................                6.09
     (b)........................................................                2.04
  318(a)........................................................                13.01
</TABLE>

                           N.A. means Not Applicable.

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


                                      -1-
<PAGE>   3

                               TABLE OF CONTENTS*

<TABLE>
<CAPTION>
                                                                                                                      PAGE
<S>                        <C>                                                                                         <C>
                                    ARTICLE 1
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01               Definitions...........................................................................       1
SECTION 1.02               Other Definitions.....................................................................       6
SECTION 1.03               Incorporation by Reference of Trust Indenture Act.....................................       7
SECTION 1.04               Rules of Construction.................................................................       7
SECTION 1.05               Acts of Holders.......................................................................       8

                                    ARTICLE 2
                                 THE SECURITIES

SECTION 2.01               Form and Dating.......................................................................      .9
SECTION 2.02               Execution and Authentication..........................................................      10
SECTION 2.03               Registrar, Paying Agent and Conversion Agent..........................................      11
SECTION 2.04               Paying Agent to Hold Money and Securities in Trust....................................      11
SECTION 2.05               Securityholder Lists..................................................................      12
SECTION 2.06               Transfer and Exchange.................................................................      12
SECTION 2.07               Replacement Securities................................................................      13
SECTION 2.08               Outstanding Securities; Determinations of Holders' Action.............................      14
SECTION 2.09               Temporary Securities..................................................................      15
SECTION 2.10               Cancellation..........................................................................      15
SECTION 2.11               Persons Deemed Owners.................................................................      15
SECTION 2.12               Global Securities.....................................................................      16
SECTION 2.13               CUSIP Numbers.........................................................................      20

                                    ARTICLE 3
                            REDEMPTION AND PURCHASES

SECTION 3.01               Right to Redeem; Notices to Trustee...................................................      21
SECTION 3.02               Selection of Securities to Be Redeemed................................................      21
SECTION 3.03               Notice of Redemption..................................................................      21
SECTION 3.04               Effect of Notice of Redemption........................................................      22
SECTION 3.05               Deposit of Redemption Price...........................................................      22
SECTION 3.06               Securities Redeemed in Part...........................................................      23
SECTION 3.07               Conversion Arrangement on Call for Redemption.........................................      23
SECTION 3.08               Purchase of Securities at Option of the Holder........................................      23
SECTION 3.09               Purchase of Securities at Option of the Holder upon Change in Control.................      29
SECTION 3.10               Effect of Purchase Notice or Change in Control Purchase Notice........................      32
</TABLE>


--------

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


                                       i
<PAGE>   4
<TABLE>
<S>                        <C>                                                                                         <C>
SECTION 3.11               Deposit of Purchase Price or Change in Control Purchase Price.........................      34
SECTION 3.12               Securities Purchased in Part..........................................................      34
SECTION 3.13               Covenant to Comply with Securities Laws upon Purchase of Securities...................      34
SECTION 3.14               Repayment to the Company..............................................................      34

                                    ARTICLE 4
                                    COVENANTS

SECTION 4.01               Payment of Securities.................................................................      35
SECTION 4.02               SEC and Other Reports.................................................................      35
SECTION 4.03               Compliance Certificate................................................................      35
SECTION 4.04               Further Instruments and Acts..........................................................      36
SECTION 4.05               Maintenance of Office or Agency.......................................................      36
SECTION 4.06               Delivery of Certain Information.......................................................      36
SECTION 4.07               Calculation of Original Issue Discount................................................      36

                                    ARTICLE 5
                              SUCCESSOR CORPORATION

SECTION 5.01               When Company May Merge or Transfer Assets.............................................      37

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

SECTION 6.01               Events of Default.....................................................................      38
SECTION 6.02               Acceleration..........................................................................      39
SECTION 6.03               Other Remedies........................................................................      40
SECTION 6.04               Waiver of Past Defaults...............................................................      40
SECTION 6.05               Control by Majority...................................................................      40
SECTION 6.06               Limitation on Suits...................................................................      41
SECTION 6.07               Rights of Holders to Receive Payment..................................................      41
SECTION 6.08               Collection Suit by Trustee............................................................      41
SECTION 6.09               Trustee May File Proofs of Claim......................................................      41
SECTION 6.10               Priorities............................................................................      42
SECTION 6.11               Undertaking for Costs.................................................................      43
SECTION 6.12               Waiver of Stay, Extension or Usury Laws...............................................      43

                                    ARTICLE 7
                                     TRUSTEE

SECTION 7.01               Duties of Trustee.....................................................................      43
SECTION 7.02               Rights of Trustee.....................................................................      44
SECTION 7.03               Individual Rights of Trustee..........................................................      46
SECTION 7.04               Trustee's Disclaimer..................................................................      46
SECTION 7.05               Notice of Defaults....................................................................      46
SECTION 7.06               Reports by Trustee to Holders.........................................................      46
SECTION 7.07               Compensation and Indemnity............................................................      46
SECTION 7.08               Replacement of Trustee................................................................      47
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                        <C>                                                                                          <C>
SECTION 7.09               Successor Trustee by Merger...........................................................       48
SECTION 7.10               Eligibility; Disqualification.........................................................       48
SECTION 7.11               Preferential Collection of Claims Against Company.....................................       48

                                    ARTICLE 8
                             DISCHARGE OF INDENTURE

SECTION 8.01               Discharge of Liability on Securities..................................................       48
SECTION 8.02               Repayment to the Company..............................................................       49

                                    ARTICLE 9
                                   AMENDMENTS

SECTION 9.01               Without Consent of Holders............................................................       49
SECTION 9.02               With Consent of Holders...............................................................       49
SECTION 9.03               Compliance with Trust Indenture Act...................................................       50
SECTION 9.04               Revocation and Effect of Consents, Waivers and Actions................................       50
SECTION 9.05               Notation on or Exchange of Securities.................................................       51
SECTION 9.06               Trustee to Sign Supplemental Indentures...............................................       51
SECTION 9.07               Effect of Supplemental Indentures.....................................................       51

                                   ARTICLE 10
                          SPECIAL TAX EVENT CONVERSION

SECTION 10.01              Optional Conversion to Semiannual Coupon Note upon Tax Event..........................       51
SECTION 10.02              Payment of Interest; Interest Rights Preserved........................................       52

                                   ARTICLE 11
                                   CONVERSION

SECTION 11.01              Conversion Privilege..................................................................       53
SECTION 11.02              Conversion Procedure..................................................................       54
SECTION 11.03              Fractional Shares.....................................................................       55
SECTION 11.04              Taxes on Conversion...................................................................       55
SECTION 11.05              Company to Provide Stock..............................................................       55
SECTION 11.06              Adjustment for Change in Capital Stock................................................       56
SECTION 11.07              Adjustment for Rights Issue...........................................................       56
SECTION 11.08              Adjustment for Other Distributions....................................................       58
SECTION 11.09              When Adjustment May Be Deferred.......................................................       59
SECTION 11.10              When No Adjustment Required...........................................................       59
SECTION 11.11              Notice of Adjustment..................................................................       60
SECTION 11.12              Voluntary Increase....................................................................       60
SECTION 11.13              Notice of Certain Transactions........................................................       60
SECTION 11.14              Reorganization of Company; Special Distributions......................................       60
SECTION 11.15              Company Determination Final...........................................................       61
SECTION 11.16              Trustee's Adjustment Disclaimer.......................................................       61
SECTION 11.17              Simultaneous Adjustments..............................................................       62
SECTION 11.18              Successive Adjustments................................................................       62
</TABLE>


                                      iii
<PAGE>   6


<TABLE>
<S>                        <C>                                                                                          <C>
SECTION 11.19              Rights Issued in Respect of Common Stock Issued upon Conversion.......................       62

                                   ARTICLE 12
                                  SUBORDINATION

SECTION 12.01              Securities Subordinate to Senior Indebtedness.........................................       62
SECTION 12.02              Payment over of Proceeds upon Dissolution, Etc........................................       62
SECTION 12.03              Acceleration of Securities............................................................       64
SECTION 12.04              Default on Senior Indebtedness........................................................       64
SECTION 12.05              Payment Permitted if No Default.......................................................       65
SECTION 12.06              Subrogation to Rights of Holders of Senior Indebtedness...............................       66
SECTION 12.07              Provisions Solely to Define Relative Rights...........................................       66
SECTION 12.08              Trustee to Effectuate Subordination...................................................       66
SECTION 12.09              No Waiver of Subordination Provisions.................................................       67
SECTION 12.10              Notice to Trustee.....................................................................       67
SECTION 12.11              Reliance on Judicial Order or Certificate of Liquidating Agent........................       67
SECTION 12.12              Trustee Not Fiduciary for Holders of Senior Indebtedness..............................       68
SECTION 12.13              Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..       68
SECTION 12.14              Article 12 Applicable to Paying Agents................................................       68

                                   ARTICLE 13
                                  MISCELLANEOUS

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


EXHIBITS

Exhibit A-1.......Form of Face of Global Security
Exhibit A-2.......Form of Certificated Security
Exhibit B-1.......Transfer Certificate
Exhibit B-2.......Form of Letter to be Delivered by Accredited Investors


                                       iv
<PAGE>   7
         INDENTURE dated as of February 13, 2001 between THE TJX COMPANIES,
INC., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation (the "Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's Liquid Yield
Option(TM) Notes due 2021 (Zero Coupon - Subordinated) ("Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01 Definitions.

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

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

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

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

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

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

         "Certificated Securities" means Securities that are in the form of the
Securities attached hereto as Exhibit A-2.
<PAGE>   8
         "Common Stock" shall mean the shares of Common Stock, $1 par value, of
the Company as it exists on the date of this Indenture or any other shares of
Capital Stock of the Company into which the Common Stock shall be reclassified
or changed.

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

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

         "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the date hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as a successor Trustee may designate from time to
time by notice to the Holders and the Company).

         "Debt" means with respect to the Company at any date, without
duplication, obligations (other than nonrecourse obligations) under any bond,
debenture, note or other evidence of indebtedness for money borrowed by the
Company.

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

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

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

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

         "Institutional Accredited Investor Security" means a Security in the
form of the Security attached hereto as Exhibit A-2, representing Securities
sold to Institutional Accredited Investors.

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

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


                                        2
<PAGE>   9
         "Officer" means the Chairman of the Board, any Vice Chairman, the Chief
Executive Officer, the President, any Executive Vice President, any Senior Vice
President, any Vice President, the Treasurer or the Secretary or the Controller
of the Company.

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

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

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

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

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

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

         "Redemption Price" or "redemption price" shall have the meaning set
forth in paragraph 5 of the Securities.

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

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

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

         "Sale Price" of Capital Stock on any date means the closing per share
sale price (or, if no closing sale price is reported, the average of the bid and
ask prices or, if more than one in either case, the average of the average bid
and the average ask prices) on such date as reported


                                       3
<PAGE>   10
in the composite transactions for the principal United States securities
exchange on which the Common Stock is traded or, if the Common Stock is not
listed on a United States national or regional securities exchange, as reported
by the National Association of Securities Dealers Automated Quotation System or
by the National Quotation Bureau Incorporated. In the absence of such quotation,
the Company shall be entitled to determine the Sale Price on the basis of such
quotations as it considers appropriate.

         "SEC" means the Securities and Exchange Commission.

         "Securities" means any of the Company's Liquid Yield Option Notes(TM)
due 2021 (Zero Coupon-Subordinated), as amended or supplemented from time to
time, issued under this Indenture.

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

         "Senior Indebtedness" means the principal, premium (if any) and unpaid
interest on all present and future (i) indebtedness of the Company for borrowed
money; (ii) obligations of the Company evidenced by bonds, debentures, notes or
similar instruments; (iii) obligations of the Company under (a) interest rate
swaps, caps, collars, options and similar arrangements, (b) any foreign exchange
contract, currency swap contract, futures contract, currency option contract, or
other foreign currency hedge and (c) credit swaps, caps, floors, collars and
similar arrangements; (iv) indebtedness incurred, assumed or guaranteed by the
Company in connection with the acquisition by it or a subsidiary of the Company
of any business, properties or assets (except purchase-money indebtedness
classified as accounts payable under U.S. generally accepted accounting
principles); (v) all obligations and liabilities (contingent or otherwise) in
respect of leases of the Company required, in conformity with U.S. generally
accepted accounting principles, to be accounted for as capitalized lease
obligations on the balance sheet of the Company and all obligations and
liabilities (contingent or otherwise) under any lease or related document
(including a purchase agreement) in connection with the lease or real property
which provides that the Company is contractually obligated to purchase or cause
a third party to purchase the leased property and thereby guarantee a minimum
residual value of the leased property to the lessor and the obligations of the
Company under such lease or related document to purchase or to cause a third
party to purchase such leased property; (vi) reimbursement obligations of the
Company in respect of letters of credit relating to indebtedness or other
obligations of the Company that qualify as indebtedness or obligations of the
kind referred to in clauses (i) through (v) above; and (vii) obligations of the
Company under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (i) through (vi) above;

in each case unless in the instrument creating or evidencing the indebtedness or
obligation or pursuant to which the same is outstanding it is provided that (i)
that such indebtedness or obligation is not senior in right of payment to the
Securities or (ii) such indebtedness or obligation is subordinated to any other
indebtedness or obligation of the Company, unless such indebtedness or
obligation expressly provides that such indebtedness or obligations be senior in
right of payment to the Securities.


                                       4
<PAGE>   11
         "Special Record Date" means, for the payment of any Defaulted Interest,
the date fixed by the Trustee pursuant to Section 10.02(b).

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

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

         "Tax Event" means that the Company shall have received an opinion from
independent tax counsel experienced in such matters to the effect that, on or
after February 7, 2001, as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein or (b) any amendment to, or change in, an
interpretation or application of such laws or regulations by any legislative
body, court, governmental agency or regulatory authority, in each case which
amendment or change is enacted, promulgated, issued or announced or which
interpretation is issued or announced or which action is taken, on or after
February 7, 2001, there is more than an insubstantial risk that interest
(including Original Issue Discount) payable on the Securities either (i) would
not be deductible on a current accrual basis or (ii) would not be deductible
under any other method, in either case in whole or in part, by the Company (by
reason of deferral, disallowance, or otherwise) for United States federal income
tax purposes.

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

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

         "Trustee" means the party named as the "Trustee" in the first paragraph
of this Indenture until a successor replaces it pursuant to the applicable
provisions of this Indenture and,


                                       5
<PAGE>   12
thereafter, shall mean such successor. The foregoing sentence shall likewise
apply to any subsequent such successor or successors.

         SECTION 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                Defined in
         Term                                                                   Section
         ----                                                                   -------
<S>                                                                             <C>
         "Act"................................................................   1.05(a)
         "Agent Members"......................................................   2.12(e)
         "Associate"..........................................................   3.09(a)
         "Average Sale Price".................................................     11.01
         "Bankruptcy Law".....................................................      6.01
         "beneficial owner"...................................................   3.09(a)
         "Bid Solicitation Agent".............................................      2.03
         "cash"...............................................................   3.08(b)
         "Change in Control"..................................................   3.09(a)
         "Change in Control Purchase Date"....................................   3.09(a)
         "Change in Control Purchase Notice"..................................   3.09(c)
         "Change in Control Purchase Price"...................................   3.09(a)
         "Company Notice".....................................................   3.08(e)
         "Company Notice Date"................................................   3.08(c)
         "Conversion Agent"...................................................      2.03
         "Conversion Date"....................................................     11.02
         "Conversion Rate"....................................................     11.01
         "Custodian"..........................................................      6.01
         "Defaulted Interest".................................................  10.02(b)
         "Depositary".........................................................   2.01(a)
         "DTC"................................................................   2.01(a)
         "Event of Default"...................................................      6.01
         "Exchange Act".......................................................   3.08(d)
         "Ex-Dividend Date"...................................................  11.08(b)
         "Ex-Dividend Time"...................................................     11.01
         "Extraordinary Cash Dividend"........................................  11.08(a)
         "Institutional Accredited Investors".................................   2.01(b)
         "Interest Payment Date"..............................................     10.01
         "Legal Holiday"......................................................     13.08
         "Legend".............................................................   2.06(f)
         "Market Price".......................................................   3.08(d)
         "Measurement Period".................................................  11.08(a)
         "Notice of Default"..................................................      6.01
         "Optional Exercise Date".............................................     10.01
         "Paying Agent".......................................................      2.03
         "Purchase Date"......................................................   3.08(a)
         "Purchase Notice"....................................................   3.08(a)
         "Purchase Price".....................................................   3.08(a)
         "QIB"................................................................   2.01(a)
</TABLE>


                                       6
<PAGE>   13
<TABLE>
<S>                                                                             <C>
         "Registrar"..........................................................      2.03
         "Regular Record Date"................................................     10.01
         "Relevant Cash Dividends.............................................  11.08(a)
         "Restated Principal Amount"..........................................     10.01
         "Rights".............................................................     11.19
         "Rights Agreement"...................................................     11.19
         "Rule 144A Information"..............................................      4.06
         "Securities Act".....................................................   3.08(d)
         "Special Record Date"................................................     12.02
         "Tax Event Date".....................................................     10.01
         "Time of Determination"..............................................     11.01
</TABLE>

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

         "Commission" means the SEC.

         "indenture securities" means the Securities.

         "indenture security holder" means a Securityholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Company.

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

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


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

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

         (c) "or" is not exclusive;

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

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


                                       7
<PAGE>   14
         SECTION 1.05 Acts of Holders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by their agent duly appointed in writing; and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of Holders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

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

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

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

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


                                       8
<PAGE>   15
                                    ARTICLE 2

                                 THE SECURITIES

         SECTION 2.01 Form and Dating. The Securities and the Trustee's
certificate of authentication shall be substantially in the form of Exhibits A-1
and A-2, which are a part of this Indenture. The Securities may have notations,
legends or endorsements required by law, stock exchange rule or usage (provided
that any such notation, legend or endorsement required by usage is in a form
acceptable to the Company). The Company shall provide any such notations,
legends or endorsements to the Trustee in writing. Each Security shall be dated
the date of its authentication.

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

         (b) Institutional Accredited Investor Securities. Except as provided in
this Section 2.01 or in Section 2.06 or 2.12, owners of beneficial interests in
Global Securities will not be entitled to receive physical delivery of
Certificated Securities. Securities offered and sold within the United States to
institutional accredited investors as defined in Rule 501(a)(1), (2) (3) and (7)
under the Securities Act ("Institutional Accredited Investors") shall be issued,
initially in the form of an Institutional Accredited Investor Security, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

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

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

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


                                       9
<PAGE>   16
         The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

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

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

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

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

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

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


                                       10
<PAGE>   17
         The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount at Maturity of up to $517,500,000 upon a
Company Order without any further action by the Company. The aggregate Principal
Amount at Maturity of Securities outstanding at any time may not exceed the
amount set forth in the foregoing sentence, except as provided in Section 2.07.

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

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

         The Company shall enter into an appropriate agency agreement with any
Registrar or co-registrar, Paying Agent, Conversion Agent or co-registrar (other
than the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall notify the Trustee of the
name and address of any such agent. If the Company fails to maintain a
Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 7.07.
The Company or any Subsidiary or an Affiliate of either of them may act as
Paying Agent, Registrar, Conversion Agent or co-registrar.

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

         SECTION 2.04 Paying Agent to Hold Money and Securities in Trust. Except
as otherwise provided herein, not later than 10:00 a.m., New York City time, on
each due date of payments in respect of any Security, the Company shall deposit
with the Paying Agent a sum of money (in immediately available funds if
deposited on the due date) or Common Stock sufficient to make such payments when
so becoming due. The Company shall require each Paying Agent (other than the
Trustee) to agree in writing that the Paying Agent shall hold in trust for the
benefit of Securityholders or the Trustee all money and Common Stock held by
the Paying Agent for the making of payments in respect of the Securities and
shall notify the Trustee of any default by the Company in making any such
payment. At any time during the continuance of any such default, the Paying
Agent shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money and Common Stock so held in trust. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money and Common Stock held by it as Paying Agent and hold it as a
separate trust fund. The Company at any time may require a Paying Agent to pay
all money and Common Stock held by

                                       11
<PAGE>   18
it to the Trustee and to account for any funds and Common Stock disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money or
Common Stock.

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

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

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

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

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

         (b) Notwithstanding any provision to the contrary herein, so long as a
Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.06(b). Transfers of a
Global Security shall be limited to transfers of such Global Security, in

                                       12
<PAGE>   19
whole or in part, to nominees of the Depositary or to a successor of the
Depositary or such successor's nominee.

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

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

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

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

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

         SECTION 2.07 Replacement Securities. If (a) any mutilated Security is
surrendered to the Trustee, or (b) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security has been acquired by a
bona fide purchaser, the Company shall execute, and the Trustee, upon


                                       13
<PAGE>   20
receipt of a Company Order, shall authenticate and deliver, in exchange for any
such mutilated Security or in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and Principal Amount at Maturity, bearing
a number not contemporaneously outstanding.

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

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

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

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

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

         If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.

         If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities


                                       14
<PAGE>   21
payable on that date, then immediately after such Redemption Date, Purchase
Date, Change in Control Purchase Date or Stated Maturity, as the case may be,
such Securities shall cease to be outstanding and Original Issue Discount and
interest, if any, on such Securities shall cease to accrue; provided that if
such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made.

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

         SECTION 2.09 Temporary Securities. Pending the preparation of
definitive Securities, the Company may execute, and upon receipt of a Company
Order the Trustee shall authenticate and deliver, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.

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

         SECTION 2.10 Cancellation. All Securities surrendered for payment,
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
it. The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for
cancellation or that any Holder has converted pursuant to Article 11. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with the Trustee's customary procedure.

         SECTION 2.11 Persons Deemed Owners. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any


                                       15
<PAGE>   22
Redemption Price, Purchase Price or Change in Control Purchase Price in respect
thereof, and interest thereon, for the purpose of conversion and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

         SECTION 2.12 Global Securities.


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

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

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

         (a)      so long as the Securities are Restricted Securities,
                  certification, in the form set forth in Exhibit B-1, and, if
                  requested by the Company or the Registrar, certification in
                  the form set forth in Exhibit B-2, that such beneficial
                  interest in the Global Security is being transferred to an
                  Institutional Accredited Investor in accordance with
                  subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the
                  Securities Act;

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


                                       16
<PAGE>   23
         (c)      if the Company or Registrar so requests, an Opinion of Counsel
                  or other evidence reasonably satisfactory to them as to the
                  compliance with the restrictions set forth in the Legend.

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

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

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

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

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

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

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

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

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

                  (C) if such Certificated Securities are being transferred
                      pursuant to an exemption from registration, (i) a
                      certification to that effect (in the form set forth in
                      Exhibit B-1 and B-2, if applicable) and (ii) if the


                                       17
<PAGE>   24
                  Company or Registrar so requests, an Opinion of Counsel or
                  other evidence reasonably satisfactory to them as to the
                  compliance with the restrictions set forth in the Legend.

         (iv) Restrictions on Transfer of a Certificated Security for a
         Beneficial Interest in a Global Security. A Certificated Security may
         not be exchanged for a beneficial interest in a Global Security except
         upon satisfaction of the requirements set forth below.

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

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

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

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

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


                                       18
<PAGE>   25
         (c) The restrictions imposed by the Legend upon the transferability of
any Security shall cease and terminate when such Security has been sold pursuant
to an effective registration statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto) or, if earlier, upon the expiration of the holding period applicable to
sales thereof under Rule 144(k) under the Securities Act (or any successor
provision). Any Security as to which such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon a
surrender of such Security for exchange to the Registrar in accordance with the
provisions of this Section 2.12 (accompanied, in the event that such
restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an Opinion of Counsel having
substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and the Registrar
and in form acceptable to the Company, to the effect that the transfer of such
Security has been made in compliance with Rule 144 or such successor provision),
be exchanged for a new Security, of like tenor and aggregate Principal Amount at
Maturity, which shall not bear the restrictive Legend. The Company shall inform
the Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee and the Registrar shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned Opinion of Counsel or registration statement.

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

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

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

                  (2) Securities issued in exchange for a Global Security or any
                  portion thereof shall be issued in definitive, fully
                  registered form, without interest coupons, shall have an
                  aggregate Principal Amount at Maturity equal to


                                       19
<PAGE>   26
                  that of such Global Security or portion thereof to be so
                  exchanged, shall be registered in such names and be in such
                  authorized denominations as the Depositary shall designate and
                  shall bear the applicable legends provided for herein. Any
                  Global Security to be exchanged in whole shall be surrendered
                  by the Depositary to the Trustee, as Registrar. With regard to
                  any Global Security to be exchanged in part, either such
                  Global Security shall be so surrendered for exchange or, if
                  the Trustee is acting as custodian for the Depositary or its
                  nominee with respect to such Global Security, the Principal
                  Amount at Maturity thereof shall be reduced, by an amount
                  equal to the portion thereof to be so exchanged, by means of
                  an appropriate adjustment made on the records of the Trustee.
                  Upon any such surrender or adjustment, the Trustee shall
                  authenticate and deliver the Security issuable on such
                  exchange to or upon the order of the Depositary or an
                  authorized representative thereof.

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

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

                  (5) Neither any members of, or participants in, the Depositary
                  (collectively, the "Agent Members") nor any other Persons on
                  whose behalf Agent Members may act shall have any rights under
                  this Indenture with respect to any Global Security registered
                  in the name of the Depositary or any nominee thereof, or under
                  any such Global Security, and the Depositary or such nominee,
                  as the case may be, may be treated by the Company, the Trustee
                  and any agent of the Company or the Trustee as the absolute
                  owner and holder of such Global Security for all purposes
                  whatsoever. Notwithstanding the foregoing, nothing herein
                  shall prevent the Company, the Trustee or any agent of the
                  Company or the Trustee from giving effect to any written
                  certification, proxy or other authorization furnished by the
                  Depositary or such nominee, as the case may be, or impair, as
                  between the Depositary, its Agent Members and any other person
                  on whose behalf an Agent Member may act, the operation of
                  customary practices of such Persons governing the exercise of
                  the rights of a holder of any Security.

         SECTION 2.13 CUSIP Numbers. The Company in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed


                                       20
<PAGE>   27
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                    ARTICLE 3

                            REDEMPTION AND PURCHASES

         SECTION 3.01 Right to Redeem; Notices to Trustee. The Company, at its
option, may redeem the Securities in accordance with the provisions of
paragraphs 5 and 7 of the Securities. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Principal Amount at Maturity of Securities
to be redeemed and the Redemption Price.

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

         SECTION 3.02 Selection of Securities to Be Redeemed. If less than all
the Securities are to be redeemed, the Trustee shall select the Securities to be
redeemed pro rata or by lot or by any other method the Trustee considers fair
and appropriate (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed). The Trustee shall make
the selection at least 30 days but not more than 60 days before the Redemption
Date from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the Principal Amount at Maturity
of Securities that have denominations larger than $1,000.

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

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

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

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

         (1) the Redemption Date;


                                       21
<PAGE>   28
         (2) the Redemption Price;

         (3) the Conversion Rate;

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

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

         (6) that Holders who want to convert Securities must satisfy the
         requirements set forth in paragraph 8 of the Securities;

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

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

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

         (10) the CUSIP number of the Securities; and

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

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; provided that the
Company makes such request at least three Business Days prior to the date such
notice of redemption must be mailed.

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

         SECTION 3.05 Deposit of Redemption Price. Prior to 10:00 a.m. (New York
City time), on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or a Subsidiary or an Affiliate of either of them is
the Paying Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money, not required for that purpose because of conversion of
Securities pursuant to Article 11. If such money is then held by the Company in
trust and is not required for such purpose, it shall be discharged from such
trust.


                                       22
<PAGE>   29
         SECTION 3.06 Securities Redeemed in Part. Upon surrender of a Security
that is redeemed in part, the Company shall execute and the Trustee, upon
receipt of a Company Order, shall authenticate and deliver to the Holder a new
Security in an authorized denomination equal in Principal Amount at Maturity to
the unredeemed portion of the Security surrendered.

         SECTION 3.07 Conversion Arrangement on Call for Redemption. In
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment banks or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of such
Securities. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers. If such an agreement is entered into, any Securities
not duly surrendered for conversion by the Holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 11) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid. The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance of any of its powers, duties, responsibilities
or obligations under this Indenture.

         SECTION 3.08 Purchase of Securities at Option of the Holder.

         (a) General. Securities shall be purchased by the Company pursuant to
paragraph 6 of the Securities as of February 13, 2002, February 13, 2004,
February 13, 2007 and February 13, 2013, (each, a "Purchase Date"), at the
purchase price of $681.76 per $1,000 of Principal Amount at Maturity as of
February 13, 2002, of $712.97 per $1,000 of Principal Amount at Maturity as of
February 13, 2004, of $756.83 per $1,000 of Principal Amount at Maturity as of
February 13, 2007 and of $852.82 per $1,000 of Principal Amount at Maturity as
of February 13, 2013 (each, a "Purchase Price", as applicable), at the option of
the Holder thereof, upon:

         (1) delivery to the Paying Agent, by the Holder of a written notice of
         purchase (a "Purchase Notice") at any time from the opening of business
         on the date that is


                                       23
<PAGE>   30
         at least 20 Business Days prior to a Purchase Date until the close of
         business on the Business Day immediately prior to such Purchase Date
         stating:

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

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

                  (C) that such Security shall be purchased as of the Purchase
                  Date pursuant to the terms and conditions specified in
                  paragraph 6 of the Securities and in this Indenture, and

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

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

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

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

         Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.08 shall be consummated by the delivery of the consideration to
be received by the


                                       24
<PAGE>   31
Holder promptly following the later of the Purchase Date and the time of
delivery of the Security.

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

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

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

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

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

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

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


                                       25
<PAGE>   32
         (iv) whether the Company desires the Trustee to give the Company Notice
         required by Section 3.08(e).

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

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

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

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

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

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

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

         (iii) the registration of the shares of Common Stock to be issued in
         respect of the payment of the Purchase Price under the Securities Act
         of 1933, as amended


                                       26
<PAGE>   33
         (the "Securities Act"), or the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), in each case, if required;

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

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

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

         The "Market Price" of the Common Stock means the average of the Sale
Prices of the Common Stock for the five trading day period ending on the third
Business Day prior to the applicable Purchase Date (or if such Business Day is
not a trading day, then on the last trading day prior to such Business Day),
appropriately adjusted to take into account the occurrence, during the period
commencing on the first of such trading days during such five trading day period
and ending on such Purchase Date, of any event described in Section 11.06, 11.07
or 11.08; subject, however, to the conditions set forth in Sections 11.09 and
11.10.

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

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


                                       27
<PAGE>   34
         (1) state that each Holder will receive Common Stock with a Market
         Price determined as of a specified date prior to the Purchase Date
         equal to such specified percentage of the Purchase Price of the
         Securities held by such Holder (except any cash amount to be paid in
         lieu of fractional shares);

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

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

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

         (i) the Purchase Price and the Conversion Rate;

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

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

         (iv) that Securities must be surrendered to the Paying Agent to collect
         payment of the Purchase Price;

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

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

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

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

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

         (x) the CUSIP number of the Securities.


                                       28
<PAGE>   35
         At the Company's request, the Trustee shall give such Company Notice in
the Company's name and at the Company's expense; provided, however, that, in all
cases, the text of such Company Notice shall be prepared by the Company.

         Upon determination of the actual number of shares of Common Stock to be
issued for each $1,000 Principal Amount at Maturity of Securities, the Company
will issue a press release and publish such determination on the Company's
website or comparable communications medium.

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

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

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

         SECTION 3.09 Purchase of Securities at Option of the Holder upon Change
in Control. (a) If on or prior to February 13, 2007 there shall have occurred a
Change in Control, all or a portion of the Securities of any Holder shall be
purchased by the Company, at the option of such Holder, at a purchase price
specified in paragraph 6 of the Securities (the "Change in Control Purchase
Price"), as of a date that is no later than 35 Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date"),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 3.09(c).

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


                                       29
<PAGE>   36
         (i) There shall be consummated any share exchange, consolidation or
         merger of the Company pursuant to which the Common Stock would be
         converted into cash, securities or other property, in each case other
         than a share exchange, consolidation or merger of the Company in which
         the holders of the Common Stock and other Capital Stock of the Company
         with equivalent voting rights immediately prior to the share exchange,
         consolidation or merger have, directly or indirectly, at least a
         majority of the total voting power in the aggregate of all classes of
         Capital Stock of the continuing or surviving corporation immediately
         after the share exchange, consolidation or merger; or

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

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

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

         (b) Within 15 days after the occurrence of a Change in Control, the
Company shall mail a written notice of Change in Control by first-class mail to
the Trustee and to each Holder (and to beneficial owners as required by
applicable law). In addition, the Company shall cause a copy of such notice of
Change in Control to be published in The Wall Street Journal or another daily
newspaper of national circulation. The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:


                                       30
<PAGE>   37
         (1) briefly, the events causing a Change in Control and the date of
         such Change in Control;

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

         (3) the Change in Control Purchase Date;

         (4) the Change in Control Purchase Price;

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

         (6) the Conversion Rate and any adjustments thereto;

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

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

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

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

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

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

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

         (14) the CUSIP number of the Securities.

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

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


                                       31
<PAGE>   38
         (2) the portion of the Principal Amount at Maturity of the Security
         which the Holder will deliver to be purchased, which portion must be
         $1,000 or an integral multiple thereof; and

         (3) that such Security shall be purchased pursuant to the terms and
         conditions specified in paragraph 6 of the Securities.

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

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

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

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

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

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

         SECTION 3.10 Effect of Purchase Notice or Change in Control Purchase
Notice. Upon receipt by the Paying Agent of the Purchase Notice or Change in
Control Purchase Notice specified in Section 3.08(a) or Section 3.09(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Security. Such Purchase Price or Change in Control
Purchase Price shall be paid to such Holder, subject to receipts of funds and/or
securities by the Paying Agent, promptly following the later of


                                       32
<PAGE>   39
(x) the Purchase Date or the Change in Control Purchase Date, as the case may
be, with respect to such Security (provided the conditions in Section 3.08(a) or
Section 3.09(c), as applicable, have been satisfied) and (y) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the
manner required by Section 3.08(a) or Section 3.09(c), as applicable. Securities
in respect of which a Purchase Notice or Change in Control Purchase Notice, as
the case may be, has been given by the Holder thereof may not be converted
pursuant to Article 11 hereof on or after the date of the delivery of such
Purchase Notice or Change in Control Purchase Notice, as the case may be, unless
such Purchase Notice or Change in Control Purchase Notice, as the case may be,
has first been validly withdrawn as specified in the following two paragraphs.

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

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

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

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

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

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


                                       33
<PAGE>   40
such Securities) in which case, upon such return, the Purchase Notice or Change
in Control Purchase Notice with respect thereto shall be deemed to have been
withdrawn.

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

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

         SECTION 3.13 Covenant to Comply with Securities Laws upon Purchase of
Securities. In connection with any offer to purchase or purchase of Securities
under Section 3.08 or 3.09 hereof (provided that such offer or purchase
constitutes an "issuer tender offer" for purposes of Rule 13e-4 (which term, as
used herein, includes any successor provision thereto) under the Exchange Act at
the time of such offer or purchase or is otherwise subject to tender offer or
other rules under the Federal or state securities laws), the Company shall (i)
comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the
Exchange Act which may then be applicable, (ii) file the related Schedule TO (or
any successor schedule, form or report) or any other schedule required under the
Exchange Act, and (iii) otherwise comply with all Federal and state securities
laws so as to permit the rights and obligations under Sections 3.08 and 3.09 to
be exercised in the time and in the manner specified in Sections 3.08 and 3.09.

         SECTION 3.14 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company any cash or shares of Common Stock that remain
unclaimed as provided in paragraph 13 of the Securities, together with interest
or dividends, if any, thereon (subject to the provisions of Section 7.01(f)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or shares of Common Stock deposited by the Company
pursuant to Section 3.11 exceeds the aggregate Purchase Price or Change in
Control Purchase Price, as the case may be, of the Securities or portions
thereof which the Company is obligated to purchase as of the Purchase Date or
Change in Control Purchase Date, as the case may be, then promptly after the
Business Day following the Purchase Date or Change in Control Purchase


                                       34
<PAGE>   41
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon (subject to the
provisions of Section 7.01(f)).

                                    ARTICLE 4

                                    COVENANTS

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

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

         SECTION 4.02 SEC and Other Reports. The Company shall file with the
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to have been subject to such reporting
requirements. In such event, such reports shall be provided at the times the
Company would have been required to provide reports had it continued to have
been subject to such reporting requirements. The Company also shall comply with
the other provisions of TIA Section 314(a). Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates).

         SECTION 4.03 Compliance Certificate. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the


                                       35
<PAGE>   42
fiscal year ending on January 29, 2001) an Officers' Certificate, stating
whether or not to the best knowledge of the signers thereof the Company is in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

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

         SECTION 4.05 Maintenance of Office or Agency. The Company will maintain
in the Borough of Manhattan, the City of New York, an office or agency of the
Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange, purchase, redemption or conversion and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The office of The Bank of New York, located at 101
Barclay Street, Floor 21 West, New York, New York 10286 (Attention: Corporate
Trust Administration), shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 13.02.

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

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

         SECTION 4.07 Calculation of Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific


                                       36
<PAGE>   43
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                   ARTICLE 5

                              SUCCESSOR CORPORATION

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

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

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

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

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

         The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and any obligations the Company may have under a
supplemental indenture pursuant to Section 11.14, the Company shall be
discharged from all obligations and covenants under this Indenture and the
Securities. Subject to Section 9.06, the Company, the Trustee and the successor
person shall enter into a supplemental indenture to evidence the succession and
substitution of such successor person and such discharge and release of the
Company.


                                       37
<PAGE>   44
                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

         SECTION 6.01 Events of Default. An "Event of Default" occurs if:


         (1) the Company defaults in payment of interest which becomes payable
after the Securities have been converted to semiannual coupon notes following
the occurrence of a Tax Event pursuant to Article 10 and such default continues
for 30 days (whether or not such payments shall be prohibited by the terms of
this Indenture);

         (2) the Company defaults in the payment of the Principal Amount at
Maturity (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event pursuant to Article 10, the Restated Principal Amount),
Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase
Price or Change in Control Purchase Price on any Security when the same becomes
due and payable at its Stated Maturity, upon redemption, upon declaration, when
due for purchase by the Company or otherwise (whether or not any such payment
shall be prohibited by the terms of this Indenture);

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

         (4) default under any Debt, whether such Debt now exists or is created
later, which default results in such Debt becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, and the principal amount of all Debt so accelerated, together with all
Debt due and payable but not paid prior to the end of any grace period, is
$30,000,000 or more, and such acceleration has not been rescinded or annulled
within a period of 30 days after receipt by the Company of a Notice of Default;
provided, however, that if any such default shall be cured, waived, rescinded or
annulled, then the Event of Default by reason thereof shall be deemed not to
have occurred;

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

                  (A) commences a voluntary case or proceeding;

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

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

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

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


                                       38
<PAGE>   45
                  (F) consents to the filing of such petition or the appointment
         of or taking possession by a Custodian; or

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

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

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

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

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

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

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

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

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

         SECTION 6.02 Acceleration. If an Event of Default (other than an Event
of Default specified in Section 6.01(5) or (6)) occurs and is continuing, the
Trustee by Notice to the Company, or the Holders of at least 25% in aggregate
Principal Amount at Maturity of the Securities at the time outstanding by notice
to the Company and the Trustee, may declare the Issue Price plus accrued
Original Issue Discount (or if the Securities have been converted to semiannual
coupon notes following a Tax Event, the Restated Principal Amount, plus accrued
interest) through the date of declaration on all the Securities to be
immediately due and payable. Upon such a declaration, such Issue Price plus
accrued Original Issue Discount shall be due and payable immediately. If an
Event of Default specified in Section 6.01(5) or (6) occurs and is continuing,
the Issue Price plus accrued Original Issue Discount (or if the Securities have
been converted to semiannual coupon notes following a Tax Event, the Restated
Principal Amount,


                                       39
<PAGE>   46
plus accrued interest) on all the Securities shall become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Securityholders. The Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding, by notice to the Trustee
(and without notice to any other Securityholder) may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of the Issue Price plus accrued Original Issue Discount (or if the
Securities have been converted to semiannual coupon notes following a Tax Event,
the Restated Principal Amount, plus accrued interest) that have become due
solely as a result of acceleration and if all amounts due to the Trustee under
Section 7.07 have been paid. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.

         SECTION 6.03 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price plus accrued Original Issue Discount (or if the Securities
have been converted to semiannual coupon notes following a Tax Event, the
Restated Principal Amount, plus accrued interest) on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

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

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

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


                                       40

<PAGE>   47


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

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

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

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

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

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

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

         SECTION 6.07 Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of the Principal Amount at Maturity, Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase
Price (or, if the Securities have been converted to semiannual coupon notes
following a Tax Event, the Restated Principal Amount, plus accrued interest) in
respect of the Securities held by such Holder, on or after the respective due
dates expressed in the Securities or any Redemption Date, and to convert the
Securities in accordance with Article 11, or to bring suit for the enforcement
of any such payment on or after such respective dates or the right to convert,
shall not be impaired or affected adversely without the consent of such Holder.

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

         SECTION 6.09 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the Principal Amount at Maturity, Issue Price
plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change
in Control Purchase Price (or, if the Securities have been converted to
semiannual coupon notes following a Tax Event, the Restated Principal Amount,
plus accrued interest), if any, in respect of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand on the Company for the


                                       41
<PAGE>   48
payment of any such amount) shall be entitled and empowered, by intervention in
such proceeding or otherwise,

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

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

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

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

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

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

         SECOND: to Securityholders for amounts due and unpaid on the Securities
         for the Principal Amount at Maturity, Issue Price plus accrued Original
         Issue Discount, Redemption Price, Purchase Price or Change in Control
         Purchase Price (or, if the Securities have been converted to semiannual
         coupon notes following a Tax Event, the Restated Principal Amount, plus
         accrued interest) as the case may be, ratably, without preference or
         priority of any kind, according to such amounts due and payable on the
         Securities; and

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

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


                                       42
<PAGE>   49
         SECTION 6.11 Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.07 or a suit by Holders of more than 10% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding. This Section 6.11 shall be
in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

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

                                    ARTICLE 7

                                     TRUSTEE

         SECTION 7.01 Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

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


                                       43
<PAGE>   50
         confirm or investigate the accuracy of mathematical calculations or
         other facts stated therein.

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

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

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

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

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

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

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

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

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

         SECTION 7.02 Rights of Trustee. Subject to its duties and
responsibilities under the TIA,

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

         (b) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action


                                       44
<PAGE>   51
hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, conclusively rely upon an
Officers' Certificate;

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

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

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

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

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

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

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

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


                                       45
<PAGE>   52
         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

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

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

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

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

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

         SECTION 7.07 Compensation and Indemnity. The Company agrees:

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


                                       46
<PAGE>   53
         (b) to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

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

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

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

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

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

         (2)      the Trustee is adjudged bankrupt or insolvent;

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

         (4)      the Trustee otherwise becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee


                                       47
<PAGE>   54
and the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Securityholders. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided for in Section 7.07.

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

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

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

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

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

                                   ARTICLE 8

                             DISCHARGE OF INDENTURE

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


                                       48
<PAGE>   55
of this Indenture on demand of the Company accompanied by an Officers'
Certificate and Opinion of Counsel and at the cost and expense of the Company.

         SECTION 8.02 Repayment to the Company. The Trustee and the Paying Agent
shall return to the Company upon written request any money or securities held by
them for the payment of any amount with respect to the Securities that remains
unclaimed for two years, subject to applicable unclaimed property law. After
return to the Company, Holders entitled to the money or securities must look to
the Company for payment as general creditors unless an applicable abandoned
property law designates another person and the Trustee and the Paying Agent
shall have no further liability to the Securityholders with respect to such
money or securities for that period commencing after the return thereof.

                                   ARTICLE 9

                                   AMENDMENTS

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

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

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

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

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

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

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

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

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


                                       49
<PAGE>   56
                  (2) make any change in the manner of calculation or rate of
                  accrual in connection with Original Issue Discount, reduce the
                  rate of interest referred to in paragraph 1 of the Securities,
                  reduce the rate of interest referred to in Section 10.01 upon
                  the occurrence of a Tax Event, or extend the time for payment
                  of Original Issue Discount or interest, if any, on any
                  Security;

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

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

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

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

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

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

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

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

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

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

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


                                       50
<PAGE>   57
         SECTION 9.05 Notation on or Exchange of Securities. Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

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

         SECTION 9.07 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

         SECTION 10.01 Optional Conversion to Semiannual Coupon Note upon Tax
Event. From and after (i) the date (the "Tax Event Date") of the occurrence of a
Tax Event and (ii) the date the Company exercises the option provided for in
this Section 10.01, whichever is later (the "Option Exercise Date"), at the
option of the Company, interest in lieu of future Original Issue Discount shall
accrue at the rate of 2% per annum on a Restated Principal Amount, per $1,000
original Principal Amount at Maturity (the "Restated Principal Amount") equal to
the Issue Price plus Original Issue Discount accrued through the Option Exercise
Date and shall be payable semiannually on February 13 and August 13 of each year
(each an "Interest Payment Date") to Holders of record at the close of business
on January 30 or July 30 (each a "Regular Record Date") immediately preceding
such Interest Payment Date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months and will accrue from the most recent date
on which interest has been paid or, if no interest has been paid, from the
Option Exercise Date. Within 15 days of the occurrence of a Tax Event, the
Company shall deliver a written notice of such Tax Event by facsimile and
first-class mail to the Trustee and within 15 days of its exercise of such
option the Company shall deliver a written notice of the Option Exercise Date by
facsimile and first-class mail to the Trustee and by first class mail to the
Holders of the Securities. From and after the Option Exercise Date, (i) the
Company shall be obligated to pay at Stated Maturity, in lieu of the Principal
Amount at Maturity of a Security, the Restated Principal Amount thereof plus
accrued and unpaid interest on such Security and (ii) "Issue Price and accrued
Original Issue Discount," "Issue Price plus Original Issue Discount" or


                                       51
<PAGE>   58
similar words, as used herein, shall mean Restated Principal Amount plus accrued
and unpaid interest with respect to any Security. Securities authenticated and
delivered after the Option Exercise Date may, and shall if required by the
Trustee, bear a notation in a form approved by the Trustee as to the conversion
of the Securities to semiannual coupon notes. No other changes to this Indenture
shall result as a result of the events described in this Section 10.01.

         SECTION 10.02 Payment of Interest; Interest Rights Preserved. (a)
Interest on any Security that is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the person in whose
name that Security is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained for
such purpose. Each installment of interest on any Security shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States. In the case of a permanent Global Security, interest payable
on any Interest Payment Date will be paid to the Depositary, with respect to
that portion of such permanent Global Security held for its account by Cede &
Co. for the purpose of permitting such party to credit the interest received by
it in respect of such permanent Global Security to the accounts of the
beneficial owners thereof.

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

         (1) The Company may elect to make payment of any Defaulted Interest to
         the persons in whose names the Securities are registered at the close
         of business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment (which shall not be less than 20 days after such notice is
         received by the Trustee), and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit on
         or prior to the date of the proposed payment, such money when deposited
         to be held in trust for the benefit of the persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special Record
         Date and, in the name and at the expense of the Company, shall cause
         notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor to be mailed, first-class postage prepaid,
         to each Holder of Securities at his address as it appears on the list
         of Securityholders maintained pursuant to Section 2.05 not less than 10
         days prior to


                                       52
<PAGE>   59
         such Special Record Date. Notice of the proposed payment of such
         Defaulted Interest and the Special Record Date therefor having been
         mailed as aforesaid, such Defaulted Interest shall be paid to the
         persons in whose names the Securities are registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

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

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

                                   ARTICLE 11

                                   CONVERSION

         SECTION 11.01 Conversion Privilege. A Holder of a Security may convert
such Security into Common Stock at any time during the period stated in
paragraph 8 of the Securities. The number of shares of Common Stock issuable
upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof
(the "Conversion Rate") shall be that set forth in paragraph 8 of the
Securities, subject to adjustment as herein set forth.

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

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

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

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


                                       53
<PAGE>   60
         (iii) the period, if any, (x) commencing on the date next succeeding
         the Ex-Dividend Time with respect to the next preceding (a) issuance of
         rights, warrants or options or (b) distribution, in each case, for
         which an adjustment is required by the provisions of Section 11.06(4),
         11.07 or 11.08 and (y) proceeding through the last full trading day
         prior to the Time of Determination with respect to the rights, warrants
         or options or distribution in respect of which the Average Sale Price
         is being calculated (excluding days within such period, if any, which
         are not trading days).

         In the event that the Ex-Dividend Time (or in the case of a
subdivision, combination or reclassification, the effective date with respect
thereto) with respect to a dividend, subdivision, combination or
reclassification to which Section 11.06(1), (2), (3) or (5) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant to
the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors to
reflect the impact of such dividend, subdivision, combination or
reclassification on the Sale Price of the Common Stock during such period.

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

         SECTION 11.02 Conversion Procedure. To convert a Security a Holder
must satisfy the requirements in paragraph 8 of the Securities. The date on
which the Holder satisfies all those requirements is the conversion date (the
"Conversion Date"). As soon as practicable after the Conversion Date but in any
event no later than the seventh Business Day following the Conversion Date, the
Company shall deliver to the Holder, through the Conversion Agent, a certificate
for the number of full shares of Common Stock issuable upon the conversion and
cash in lieu of any fractional share determined pursuant to Section 11.03. The
person in whose name the certificate is registered shall be treated as a
stockholder of record on and after the Conversion Date; provided, however, that
no surrender of a Security on any date when the stock transfer books of the
Company shall be closed shall be effective to constitute the person or persons
entitled to receive the shares of Common Stock upon such conversion as the
record holder or holders of such shares of Common Stock on such date, but such
surrender shall be effective to constitute the person or persons entitled to
receive such shares of Common Stock as the record holder or holders thereof for
all purposes at the close of business on the next succeeding day on which such
stock transfer books are open; such conversion shall be at the Conversion Rate
in effect on the date that such Security shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.
Upon conversion of a Security, such person shall no longer be a Holder of such
Security.

         No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Stock except as provided in this
Article 11. On conversion of a Security, that portion of accrued Original Issue
Discount (or interest, if the Company has exercised its option provided for in
Section 10.01) attributable to the period from the Issue Date


                                       54
<PAGE>   61
(or, if the Company has exercised the option provided for in Section 10.01, the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) of the Security through the Conversion Date with respect to the
converted Security shall not be cancelled, extinguished or forfeited, but rather
shall be deemed to be paid in full to the Holder thereof through delivery of the
Common Stock (together with the cash payment, if any, in lieu of fractional
shares) in exchange for the Security being converted pursuant to the provisions
hereof; and the fair market value of such shares of Common Stock (together with
any such cash payment in lieu of fractional shares) shall be treated as issued,
to the extent thereof, first in exchange for Original Issue Discount (or
interest, if the Company has exercised its option provided for in Section 10.01)
accrued through the Conversion Date, and the balance, if any, of such fair
market value of such Common Stock (and any such cash payment) shall be treated
as issued in exchange for the Issue Price of the Security being converted
pursuant to the provisions hereof.

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

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

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

         SECTION 11.03 Fractional Shares. The Company will not issue a
fractional share of Common Stock upon conversion of a Security. Instead, the
Company will deliver cash for the current market value of the fractional share.
The current market value of a fractional share shall be determined, to the
nearest 1/1,000th of a share, by multiplying the Sale Price of the Common Stock,
on the last trading day prior to the Conversion Date, of a full share by the
fractional amount and rounding the product to the nearest whole cent.

         SECTION 11.04 Taxes on Conversion. If a Holder converts a Security, the
Company shall pay any documentary, stamp or similar issue or transfer tax due on
the issue of shares of Common Stock upon the conversion. However, the Holder
shall pay any such tax which is due because the Holder requests the shares to be
issued in a name other than the Holder's name. The Conversion Agent may refuse
to deliver the certificates representing the Common Stock being issued in a name
other than the Holder's name until the Conversion Agent receives a sum
sufficient to pay any tax which will be due because the shares are to be issued
in a name other than the Holder's name. Nothing herein shall preclude any tax
withholding required by law or regulations.

         SECTION 11.05 Company to Provide Stock. The Company shall, prior to
issuance of any Securities under this Article 11, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Stock a
sufficient number of shares of Common Stock to permit the conversion of the
Securities.


                                       55
<PAGE>   62
         All shares of Common Stock delivered upon conversion of the Securities
shall be newly issued shares or treasury shares, shall be duly and validly
issued and fully paid and nonassessable and shall be free from preemptive rights
and free of any lien or adverse claim.

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

         SECTION 11.06 Adjustment for Change in Capital Stock. If, after the
Issue Date of the Securities, the Company:

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

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

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

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

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

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

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

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

         SECTION 11.07 Adjustment for Rights Issue. If after the Issue Date of
the Securities, the Company distributes any rights, warrants or options to all
holders of its Common Stock entitling them, for a period expiring within 60 days
after the record date for such


                                       56

<PAGE>   63
distribution, to purchase shares of Common Stock at a price per share less than
the Sale Price of the Common Stock as of the Time of Determination, the
Conversion Rate shall be adjusted in accordance with the formula:

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

         where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

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

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

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

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

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

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

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

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


                                       57
<PAGE>   64
         No adjustment shall be made under this Section 11.07 if the application
of the formula stated above in this Section 11.07 would result in a value of R'
that is equal to or less than the value of R.

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

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


where:

         R' = the adjusted Conversion Rate.

         R = the current Conversion Rate.

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

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

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

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


                                       58
<PAGE>   65
         For purposes of this Section 11.08, the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Stock the
amount of which, together with the aggregate amount of cash dividends on the
Common Stock to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in item (i) below. For purposes of item (i) below, the "Measurement
Period" with respect to a cash dividend on the Common Stock shall mean the 365
consecutive day period ending on the date prior to the Ex-Dividend Time with
respect to such cash dividend, and the "Relevant Cash Dividends" with respect to
a cash dividend on the Common Stock shall mean the cash dividends on the Common
Stock with Ex-Dividend Times occurring in the Measurement Period.

         (i) If, upon the date prior to the Ex-Dividend Time with respect to a
         cash dividend on the Common Stock, the aggregate amount of such cash
         dividend together with the amounts of all Relevant Cash Dividends
         equals or exceeds on a per share basis 5% of the Sale Price of the
         Common Stock on the last trading day preceding the date of declaration
         by the Board of Directors of the cash dividend with respect to which
         this provision is being applied, then such cash dividend together with
         all Relevant Cash Dividends, shall be deemed to be an Extraordinary
         Cash Dividend and for purposes of applying the formula set forth above
         in this Section 11.08, the value of "F" shall be equal to (y) the
         aggregate amount of such cash dividend together with the amount of all
         Relevant Cash Dividends, minus (z) the aggregate amount of all Relevant
         Cash Dividends for which a prior adjustment in the Conversion Rate was
         previously made under this Section 11.08.

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

         SECTION 11.09 When Adjustment May Be Deferred. No adjustment in the
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate. Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

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

         SECTION 11.10 When No Adjustment Required. No adjustment need be made
for a transaction referred to in Section 11.06, 11.07, 11.08 or 11.14 if
Securityholders are to participate in the transaction on a basis and with notice
that the Board of Directors determines to be fair and appropriate in light of
the basis and notice on which holders of Common Stock participate in the
transaction. Such participation by Securityholders may include participation
upon conversion provided that an adjustment shall be made at such time as the
Securityholders are no longer entitled to participate.


                                       59
<PAGE>   66
         No adjustment need be made for rights to purchase Common Stock pursuant
to a Company plan for reinvestment of dividends or interest.

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

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

         SECTION 11.11 Notice of Adjustment. Whenever the Conversion Rate is
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment. The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it. The certificate shall be conclusive evidence that the adjustment is correct.
Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate except to exhibit the same
to any Holder desiring inspection thereof.

         SECTION 11.12 Voluntary Increase. The Company from time to time may
increase the Conversion Rate by any amount for any period of time. Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase. The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it will be in effect.

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

         SECTION 11.13 Notice of Certain Transactions. If:

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

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

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

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

         SECTION 11.14 Reorganization of Company; Special Distributions. If the
Company is a party to a transaction subject to Section 5.01 (other than a sale
of all or


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<PAGE>   67
substantially all of the assets of the Company in a transaction in which the
holders of Common Stock immediately prior to such transaction do not receive
securities, cash or other assets of the Company or any other person) or a merger
or binding share exchange which reclassifies or changes the outstanding Common
Stock, the person obligated to deliver securities, cash or other assets upon
conversion of Securities shall enter into a supplemental indenture. If the
issuer of securities deliverable upon conversion of Securities is an Affiliate
of the successor Company, that issuer shall join in the supplemental indenture.

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

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

         If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of Section
11.08(c) hereof, would otherwise result in an adjustment in the Conversion Rate
pursuant to the provisions of Section 11.08, then, from and after the record
date for determining the holders of Common Stock entitled to receive the
distribution, a Holder of a Security that converts such Security in accordance
with the provisions of this Indenture shall upon such conversion be entitled to
receive, in addition to the shares of Common Stock into which the Security is
convertible, the kind and amount of securities, cash or other assets comprising
the distribution that such Holder would have received if such Holder had
converted the Security immediately prior to the record date for determining the
holders of Common Stock entitled to receive the distribution.

         SECTION 11.15 Company Determination Final. Any determination that the
Company or the Board of Directors must make pursuant to Section 11.03, 11.06,
11.07, 11.08, 11.09, 11.10, 11.14 or 11.17 is conclusive.

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


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<PAGE>   68
         SECTION 11.17 Simultaneous Adjustments. In the event that this
Article 11 requires adjustments to the Conversion Rate under more than one of
Sections 11.06(4), 11.07 or 11.08, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 11.06,
second, the provisions of Section 11.08 and, third, the provisions of Section
11.07.

         SECTION 11.18 Successive Adjustments. After an adjustment to the
Conversion Rate under this Article 11, any subsequent event requiring an
adjustment under this Article 11 shall cause an adjustment to the Conversion
Rate as so adjusted.

         SECTION 11.19 Rights Issued in Respect of Common Stock Issued upon
Conversion. Each share of Common Stock issued upon conversion of Securities
pursuant to this Article 11 shall be entitled to receive the appropriate number
of Common Stock or preferred stock purchase rights, as the case may be (the
"Rights"), if any, that all shares of Common Stock are entitled to receive and
the certificates representing the Common Stock issued upon such conversion shall
bear such legends, if any, in each case as may be provided by the terms of any
shareholder rights agreement adopted by the Company, as the same may be amended
from time to time (in each case, a "Rights Agreement"). Provided that such
Rights Agreement requires that each share of Common Stock issued upon conversion
of Securities at any time prior to the distribution of separate certificates
representing the Rights be entitled to receive such Rights, then,
notwithstanding anything else to the contrary in this Article 11, there shall
not be any adjustment to the conversion privilege or Conversion Rate as a result
of the issuance of Rights, the distribution of separate certificates
representing the Rights, the exercise or redemption of such Rights in accordance
with any such Rights Agreement, or the termination or invalidation of such
Rights.

                                   ARTICLE 12

                                  SUBORDINATION

         SECTION 12.01 Securities Subordinate to Senior Indebtedness. The
Company covenants and agrees, and each Holder of a Security, by his acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article 12, the indebtedness represented by the
Securities and the payment of the Principal Amount at Maturity, Restated
Principal Amount, Issue Price, accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price and interest, if any, in
respect of each and all of the Securities are hereby expressly made subordinate
and subject in right of payment to the prior payment in full of all Senior
Indebtedness of the Company, as the case may be.

         SECTION 12.02 Payment over of Proceeds upon Dissolution, Etc. Upon any
distribution of assets of the Company in the event of:

         (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Company or to its respective creditors, as
such, or to its respective assets, or


                                       62

<PAGE>   69
         (b) any liquidation, dissolution or other winding-up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or

         (c) any assignment for the benefit of creditors or any other marshaling
of assets and liabilities of the Company, or

         (d) any other event that would constitute an Event of Default specified
in Section 6.01(5) or 6.01(6),

then, and in any such event, the holders of Senior Indebtedness shall be
entitled to receive:

         (1) payment in full in cash of all amounts due or to become due on or
             in respect of all Senior Indebtedness in cash or cash equivalents,
             or provision shall be made for such payment, before the Holders of
             the Securities are entitled to receive any payment on account of
             the Principal Amount at Maturity, Restated Principal Amount, Issue
             Price, accrued Original Issue Discount, Redemption Price, Purchase
             Price, Change of Control Purchase Price or interest, if any, in
             respect of the Securities, and

         (2) any payment or distribution of any kind or character, whether in
             cash, property or securities, which may be payable or deliverable
             in respect of the Securities in any such case, proceeding,
             dissolution, liquidation or other winding up or event, including
             any such payment or distribution which may be payable or
             deliverable by reason of the payment of any other indebtedness of
             the Company being subordinated to the payment of the Securities.

         In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of the Company being subordinated to the payment of the
Securities, before all Senior Indebtedness is paid in full in cash or payment
thereof provided for, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then, in such event, such payment or distribution shall be paid
over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, Custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full in cash or as payment thereof is otherwise provided for (as
such phrase is defined below), after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

         For purposes of this Article 12 only, the words "cash, property or
securities" shall not be deemed to include shares of Capital Stock of the
Company, as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan or reorganization or readjustment the payment
of which is subordinated, at least to the extent provided in this Article 12
with respect to the Securities, to the payment of all Senior Indebtedness which
may at the time be outstanding; provided, however, that (i) Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of


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<PAGE>   70
the holders of the Senior Indebtedness are not, without the consent of such
holders, altered by such reorganization or readjustment.

         The consolidation or share exchange of the Company with, or the merger
of the Company into, another person or the liquidation or dissolution of the
Company following the conveyance or transfer of its properties and assets
substantially as an entirety to another person upon the terms and conditions set
forth in Article 5 shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of assets
and liabilities of the Company for the purposes of this Section if the person
formed by such consolidation or share exchange or into which the Company is
merged or the person which acquires by conveyance or transfer such properties
and assets of the Company, as the case may be, substantially as an entirety, as
the case may be, shall as part of such consolidation, share exchange, merger,
conveyance or transfer, comply with the conditions set forth in Article 5.

         SECTION 12.03 Acceleration of Securities. In the event that any
Securities are declared due and payable before their Stated Maturity pursuant to
Section 6.02, then and in such event the Company shall promptly notify holders
of Senior Indebtedness of such acceleration. The Company may not pay the
Securities until the earlier of (i) 120 days after the date of such acceleration
or (ii) the payment in full of all Senior Indebtedness or as payment thereof is
otherwise provided for (as such phrase is defined below), and may thereafter pay
the Securities if this Indenture permits the payment at that time.

         In the event that, notwithstanding the foregoing, (a) the Company shall
make any payment to the Trustee or the Holder of any Securities prohibited by
the foregoing provisions of this Section 12.03, and (b) with respect to any
payment made before 120 days after the date of such acceleration, if such facts
shall, at or prior to the time of such payment, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
shall be paid over and delivered forthwith to the Company by or on behalf of the
person holding such payment for the benefit of the holders of Senior
Indebtedness.

         The provisions of this Section 12.03 shall not apply to any payment
with respect to which Section 12.02 would be applicable.

         SECTION 12.04 Default on Senior Indebtedness. The Company may not make
any payment of the Principal Amount at Maturity, Restated Principal Amount,
Issue Price, accrued Original Issue Discount, Redemption Price, Change of
Control Purchase Price or interest, if any, in respect of the Securities and may
not pay cash with respect to the Purchase Price of any Security (other than for
fractional shares) or otherwise acquire any Securities for cash or property
(except as set forth in this Indenture) if:

                  (1) any payment default on any Senior Indebtedness has
         occurred and is continuing beyond any applicable grace period with
         respect thereto; or

                  (2) a default (other than a default referred to in the
         preceding clause (1)) on any Senior Indebtedness occurs and is
         continuing that permits holders of such Senior Indebtedness to
         accelerate the maturity thereof and the default is the subject of
         judicial proceedings or the Company receives a notice of default
         thereof from any person who


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<PAGE>   71
         may give such notice pursuant to the instrument evidencing or document
         governing such Senior Indebtedness.

If the Company receives any such notice, then a similar notice received within
nine months thereafter relating to the same default on the same issue of Senior
Indebtedness shall not be effective for purposes of this Section 12.04.

         Notwithstanding the foregoing, the Company may resume payment on the
Securities and may acquire Securities if and when:

         (a) the default referred to above is cured or waived as provided or
permitted in accordance with the terms of the applicable Senior Indebtedness; or

         (b) in the case of a default referred to in clause (2) of the preceding
paragraph, 179 or more days pass after the receipt by the Company of the notice
described in clause (2) above; and

this Indenture otherwise permits the payment or acquisition at that time;
provided, however, that with respect to payments made after the 179-day period
referred to in clause (b) of this Section 12.04, the Trustee or the Holder of
any Securities shall pay over and deliver forthwith to the Company for the
benefit of the holders of Senior Indebtedness any amounts received by the
Trustee or any such Holder to the extent necessary to pay all holders of Senior
Indebtedness in full in cash or otherwise provide for such payment thereof (as
such phrase is defined above).

         In the event that, notwithstanding the foregoing, (a) the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and (b) with respect to any payment made
after the expiration of the 179-day period if such fact shall then have been
made known to the Trustee or, as the case may be, such Holder, then and in such
event such payment shall (to the extent permitted by law) be paid over and
delivered forthwith to the Company by or on behalf of the person holding such
payment for the benefit of the holders of the Senior Indebtedness.

         The provisions of this Section shall not apply to any payment with
respect to which Section 12.02 would be applicable.

         SECTION 12.05 Payment Permitted if No Default. Nothing contained in
this Article 12 or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshaling of assets and liabilities of the
Company referred to in Section 12.02 or under the conditions described in
Section 12.03 or 12.04, from making payments at any time of Principal Amount at
Maturity, Restated Principal Amount, Issue Price, accrued Original Issue
Discount, Redemption Price, Purchase Price, Change of Control Purchase Price or
interest, if any, as the case may be, in respect of the Securities if the
Trustee did not, at the time of such application, have actual knowledge that
such payment would have been prohibited by the provisions of this Article 12 or
(b) the application by the Trustee of any money deposited with it hereunder to
payment of or on account of the Principal Amount at Maturity, Restated Principal
Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase
Price, Change in Control Purchase Price or


                                       65
<PAGE>   72
interest, if any, as the case may be, in respect of the Securities or the
retention of such payment by the Holders of the Securities, if, at the time of
such application by the Trustee, the Trustee did not have actual knowledge that
such payment would have been prohibited by the provisions of this Article 12.

         SECTION 12.06 Subrogation to Rights of Holders of Senior Indebtedness.
Subject to payment in full of all Senior Indebtedness to the extent and in the
manner set forth in this Article 12, the Holders of the Securities shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 12 (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to indebtedness of the Company to substantially
the same extent as the Securities are subordinated and is entitled to like
rights of subrogation) to the rights of the holders of such Senior Indebtedness
to receive payments or distributions of cash, property and securities applicable
to the Senior Indebtedness until the Principal Amount at Maturity, Restated
Principal Amount, Issue Price, accrued Original Issue Discount, Redemption
Price, Purchase Price, Change of Control Purchase Price or interest, if any, as
the case may be, in respect of the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article 12, and no payments over pursuant to the provisions of this Article
12 to the holders of Senior Indebtedness by Holders of the Securities or the
Trustee, shall, as among the Company, the creditors of the Company, other than
holders of Senior Indebtedness and the Holders of the Securities, be deemed to
be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

         SECTION 12.07 Provisions Solely to Define Relative Rights. The
provisions of this Article 12 are intended solely for the purpose of defining
the relative rights of the Holders of the Securities, on the one hand, and the
holders of Senior Indebtedness, on the other hand. Nothing contained in this
Article 12 or elsewhere in this Indenture or in the Securities is intended to or
shall (a) impair, as among the Company, the creditors of the Company other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the Principal Amount at Maturity, Restated Principal Amount,
Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price,
Change of Control Purchase Price or interest, if any, as the case may be, in
respect of the Securities as and when the same shall become due and payable in
accordance with the terms of the Securities and this Indenture; or (b) affect
the relative rights against the Company of the Holders of the Securities and
creditors of the Company other than the holders of Senior Indebtedness; or (c)
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 12 of the holders of Senior
Indebtedness to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

         SECTION 12.08 Trustee to Effectuate Subordination. Each Holder of a
Security by his acceptance thereof authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article 12 and appoints the Trustee his
attorney-in-fact for any and all such purposes.


                                       66
<PAGE>   73
         SECTION 12.09 No Waiver of Subordination Provisions. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to act
by any such holder, or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article 12
or the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew, increase
or alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

         SECTION 12.10 Notice to Trustee. The Company shall give prompt written
notice to a Responsible Officer of the Trustee of any facts known to the Company
which would prohibit the making of any payment to or by the Trustee in respect
of the Securities. Notwithstanding the provisions of this Article 12 or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof from the Company, or a holder
of Senior Indebtedness or from any trustee therefor; and, prior to the receipt
of any such written notice, the Trustee shall be entitled in all respects to
assume that no such facts exist.

         The Trustee shall be entitled to conclusively rely on the delivery to
it of a written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee therefor) to establish that such notice has been
given by a holder of Senior Indebtedness (or a trustee therefor). In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, the extent to which such person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
person under this Article 12, and if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

         SECTION 12.11 Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article 12, the Trustee and the Holders of the Securities shall be entitled
to rely upon any final, nonappealable order or decree entered by any court of
competent jurisdiction in which such insolvency, bankruptcy, receivership,
liquidation, reorganization, dissolution, winding up or


                                       67
<PAGE>   74
similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, liquidating trustee, Custodian, receiver, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
12.

         SECTION 12.12 Trustee Not Fiduciary for Holders of Senior Indebtedness.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if it shall in
good faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other person cash, property or securities to which any holders
of Senior Indebtedness shall be entitled by virtue of this Article 12 or
otherwise. The Trustee shall not be charged with knowledge of the existence of
Senior Indebtedness or of any facts that would prohibit any payment hereunder or
that would permit the resumption of any such payment unless a Responsible
Officer of the Trustee shall have received notice to that effect at the address
of the Trustee set forth in Section 13.02. With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants or obligations as are specifically set forth in this Article 12 and no
implied covenants or obligations with respect to holders of Senior Indebtedness
shall be read into this Indenture against the Trustee.

         SECTION 12.13 Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article 12 with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.07.

         SECTION 12.14 Article 12 Applicable to Paying Agents. In case at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term "Trustee" as used in this Article
12 shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article 12 in
addition to or in place of the Trustee; provided, however, that Sections 12.10
and 12.12 shall not apply to the Company or an Affiliate of the Company if the
Company or any such Affiliate acts as Paying Agent.


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<PAGE>   75
                                   ARTICLE 13

                                  MISCELLANEOUS

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

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

         if to the Company:

                  The TJX Companies, Inc.
                  770 Cochituate Road
                  Framingham, MA 01701
                  Telephone No. (508) 390-1000
                  Facsimile No. (508) 390-2540
                  Attention:  Treasurer

         if to the Trustee:

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

                  Facsimile No. 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 Securityholder shall be mailed
to the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

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

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


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<PAGE>   76
         SECTION 13.03 Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

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

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

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

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

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

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

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

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

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

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

         SECTION 13.08 Calculations. The calculation of the Purchase Price,
Change in Control Purchase Price, Conversion Rate, Market Price, Sale Price of
the Common Stock and each other calculation to be made hereunder shall be the
obligation of the Company. All calculations made by the Company as contemplated
pursuant to this Section 13.08 shall be


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<PAGE>   77
final and binding on the Company and the Holders absent manifest error. The
Trustee, Paying Agent and Conversion Agent shall not be obligated to
recalculate, recompute or confirm any such calculations.

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

         SECTION 13.10 GOVERNING LAW. THIS INDENTURE AND THE SECURITIES WILL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

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

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

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


                                       71
<PAGE>   78
         IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.

                                THE TJX COMPANIES, INC.



                                By:      /s/ Jay H. Meltzer
                                         ---------------------------------------
                                         Name: Jay H. Meltzer
                                         Title: Senior Vice President





                                THE BANK OF NEW YORK, as Trustee



                                By       /s/ Kisha A. Holder
                                         ---------------------------------------
                                         Name: Kisha A. Holder
                                         Title: Assistant Treasurer
<PAGE>   79
                                   EXHIBIT A-1

                        [FORM OF FACE OF GLOBAL SECURITY]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $328.35, THE ISSUE DATE IS February 13, 2001, THE
YIELD TO MATURITY IS 2%.

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

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

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

         THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER,
SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE TJX COMPANIES, INC.
(THE "COMPANY" OR THE "ISSUER") OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THIS SECURITY AND THE SHARES OF
COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY ARE ELIGIBLE
<PAGE>   80
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (E) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT
OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C), (E) OR
(F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

         [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]
<PAGE>   81
                             THE TJX COMPANIES, INC.

                      Liquid Yield Option(TM) Note due 2021

                           (Zero Coupon-Subordinated)

No. R-                                     CUSIP:  872540AJ8
Issue Date: February 13, 2001              Original Issue Discount: $328.35
Issue Price:  $671.65                      (for each $1,000 Principal
(for each $1,000 Principal                 Amount at Maturity)
Amount at Maturity)

         THE TJX COMPANIES, INC., a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the Principal Amount at Maturity of [       ]
DOLLARS ($[      ]) on February 13, 2021.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

                                   THE TJX COMPANIES, INC.



                                   By:
                                      _________________________________________
                                      Title:





TRUSTEE'S CERTIFICATE OF

  AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of
the Securities referred
to in the within-mentioned
Indenture (as defined on
the other side of
this Security).

By:________________________
     Authorized Signatory

Dated:   ________________________
<PAGE>   82
                         [FORM OF REVERSE SIDE OF LYON]
                      Liquid Yield Option(TM) Note due 2021

                           (Zero Coupon-Subordinated)

1.       Interest.

         This Security shall not bear interest, except as specified in this
paragraph or in paragraph 10 hereof. If the Principal Amount at Maturity hereof
or any portion of such Principal Amount at Maturity is not paid when due
(whether upon acceleration pursuant to Section 6.02 of the Indenture, upon the
date set for payment of the Redemption Price pursuant to paragraph 5 hereof,
upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of
this Security) or if interest due hereon or any portion of such interest is not
paid when due in accordance with paragraph 10 hereof, then in each such case the
overdue amount shall, to the extent permitted by law, bear interest at the rate
of 2% per annum, compounded semiannually, which interest shall accrue from the
date such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in lieu of, and not in addition to, the continued accrual of
Original Issue Discount.

         Original Issue Discount (the difference between the Issue Price and the
Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 2% per annum, on a semiannual bond
equivalent basis using a 360-day year composed of twelve 30-day months, from the
Issue Date of this Security.

2.       Method of Payment.

         Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Principal Amount at Maturity, Restated Principal
Amount, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price and interest, if any, to
Holders who surrender Securities to a Paying Agent to collect such payments in
respect of the Securities. The Company will pay any cash amounts in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may make such cash payments by check
payable in such money. Any payment required to be made on any day that is not a
Business Day will be made on the next succeeding Business Day.

3.       Paying Agent, Conversion Agent and Registrar.

         Initially, The Bank of New York, a New York banking corporation (the
"Trustee"), will act as Paying Agent, Conversion Agent and Registrar. The
Company may appoint and change any Paying Agent, Conversion Agent, Registrar or
co-registrar without notice, other than notice to the Trustee except that the
Company will maintain at least one Paying Agent in the State of New York, City
of New York, Borough of Manhattan, which shall initially be an office or agency
of the Trustee. The Company or any of its Subsidiaries or any of their
Affiliates may act as Paying Agent, Conversion Agent, Registrar or co-registrar.
<PAGE>   83
4.       Indenture.

         The Company issued the Securities under an Indenture dated as of
February 13, 2001 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the TIA for a statement of those terms.

         The Securities are general unsecured obligations of the Company limited
to $517,500,000 aggregate Principal Amount at Maturity (subject to Section 2.07
of the Indenture). The Indenture does not limit other indebtedness of the
Company, secured or unsecured.

5.       Redemption at the Option of the Company.

         No sinking fund is provided for the Securities. The Securities are
redeemable as a whole at any time, or in part from time to time, at the option
of the Company at the Redemption Prices set forth below, provided that the
Securities are not redeemable prior to February 13, 2007.

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

<TABLE>
<CAPTION>

                                                   (1)               (2)                   (3)
                                                  LYON         Accrued Original      Redemption Price
Redemption Date                                Issue Price      Issue Discount            (1) + (2)
---------------                                -----------            --------         ------------
<S>                                              <C>               <C>                   <C>
February 13, 2007........................        $671.65           $ 85.18               $756.83
February 13, 2008........................        671.65             100.40                772.05
February 13, 2009........................        671.65             115.91                787.56
February 13, 2010........................        671.65             131.74                803.39
February 13, 2011........................        671.65             147.89                819.54
February 13, 2012........................        671.65             164.37                836.02
February 13, 2013........................        671.65             181.17                852.82
February 13, 2014........................        671.65             198.31                869.96
February 13, 2015........................        671.65             215.80                887.45
February 13, 2016........................        671.65             233.64                905.29
February 13, 2017........................        671.65             251.83                923.48
February 13, 2018........................        671.65             270.39                942.04
February 13, 2019........................        671.65             289.33                960.98
February 13, 2020........................        671.65             308.65                980.30
At Stated Maturity.......................        671.65             328.35                $1,000
</TABLE>
<PAGE>   84
         If converted to a semiannual coupon note following the occurrence of a
Tax Event, the Redemption Price will be equal to the Restated Principal Amount,
plus accrued and unpaid interest from the date of such conversion to the
Redemption Date; but in no event will this Security be redeemable before
February 13, 2007.

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

<TABLE>
<CAPTION>
         Purchase Date                               Purchase Price

         <S>                                         <C>
         February 13, 2002                           $681.76

         February 13, 2004                           $712.97

         February 13, 2007                           $756.83

         February 13, 2013                           $852.82
</TABLE>

         The Purchase Price (equal to the Issue Price plus accrued Original
Issue Discount to the Purchase Date, except in the case of February 13, 2002)
may be paid, at the option of the Company, in cash or shares of Common Stock, or
any combination thereof in accordance with the Indenture.

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

         At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or a portion
of the Securities held by such Holder as of a date no later than 35 Business
Days after the occurrence of a Change in Control of the Company occurring on or
prior to February 13, 2007 for a Change in Control Purchase Price equal to the
Issue Price plus accrued Original Issue Discount to the Change in Control
Purchase Date, which Change in Control Purchase Price shall be paid in cash. If
prior to a Change in Control Purchase Date this Security has been converted to a
semiannual coupon note following the occurrence of a Tax Event, the Change in
Control Purchase Price shall be equal to the Restated Principal Amount, plus
accrued and unpaid interest from the date of conversion to the Change in Control
Purchase Date.
<PAGE>   85
         A third party may make the offer and purchase of the Securities in lieu
of the Company in accordance with the Indenture.

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

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

7.       Notice of Redemption.

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

8.       Conversion.

         (a) Conversion Based on Common Stock Price. Subject to the provisions
of this paragraph 8 and notwithstanding the fact that any other condition to
conversion has not been satisfied, Holders may convert the Securities into
Common Stock on a Conversion Date in any fiscal quarter commencing after April
28, 2001, if, as of the last day of the preceding fiscal quarter, the Sale Price
of the Common Stock for at least 20 trading days in a period of 30 consecutive
trading days ending on the last trading day of such preceding fiscal quarter is
greater than the conversion trigger price. The "conversion trigger price" for
any fiscal quarter shall be a reference percentage, beginning at 135%, and
declining 0.3125% per quarter thereafter until it reaches 110.3125% for the
quarter beginning January 31, 2021, of the accreted conversion price per share
of Common Stock on the last day of such preceding fiscal quarter.

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

         -        the Issue Price and accrued Original Issue Discount to that
                  day, divided by
<PAGE>   86
         -        the number of shares of Common Stock issuable upon conversion
                  of $1,000 Principal Amount at Maturity of Securities on that
                  day.

         For illustrative purposes only, the table below shows the conversion
trigger price per share of Common Stock in respect of each of the first 20
fiscal quarters following issuance of the Securities. The conversion trigger
price for any fiscal quarter starting on or after April 29, 2001 shall be the
conversion trigger price as of the last day of the immediately preceding fiscal
quarter as set forth in the table below. These conversion trigger prices reflect
the accreted conversion price per share of Common Stock (assuming that no events
occurred requiring an adjustment to the initial Conversion Rate of 16.3335
shares of Common Stock per $1,000 Principal Amount of Maturity) multiplied by
the applicable percentage for the respective fiscal quarter. Thereafter, the
accreted conversion price per share of Common Stock increases each fiscal
quarter by the accrued Original Issue Discount for the quarter and the
applicable percentage declines by 0.3125% per quarter.

<TABLE>
<CAPTION>
                                                               (1)                  (2)                   (3)
                                                       Accreted Conversion       Applicable       Conversion Trigger
Fiscal Quarter                                                Price              Percentage          Price (1)x(2)
--------------                                                -----              ----------          -------------
2002
     <S>                                                      <C>                 <C>                    <C>
     Quarter ended April 28, 2001....................         $41.29              135.0000%              $55.74
     Quarter ended July 28, 2001.....................          41.50              134.6875%               55.89
     Quarter ended October 27, 2001..................          41.70              134.3750%               56.04
     Quarter ended January 26, 2002..................          41.91              134.0625%               56.18
2003

     Quarter ended April 27, 2002....................         $42.12              133.7500%              $56.34
     Quarter ended July 27, 2002.....................          42.33              133.4375%               56.48
     Quarter ended October 26, 2002..................          42.54              133.1250%               56.63
     Quarter ended January 25, 2003..................          42.75              132.8125%               56.78
2004

     Quarter ended April 26, 2003....................         $42.96              132.5000%              $56.93
     Quarter ended July 26, 2003.....................          43.18              132.1875%               57.08
     Quarter ended October 25, 2003..................          43.39              131.8750%               57.22
     Quarter ended January 31, 2004..................          43.62              131.5625%               57.39
2005

     Quarter ended April 24, 2004....................         $43.84              131.2500%              $57.54
     Quarter ended July 31, 2004.....................          44.06              130.9375%               57.69
     Quarter ended October 30, 2004..................          44.28              130.6250%               57.84
     Quarter ended January 29, 2005..................          44.49              130.3125%               57.98
2006

     Quarter ended April 30, 2005....................         $44.72              130.0000%              $58.13
     Quarter ended July 30, 2005.....................          44.94              129.6875%               58.28
     Quarter ended October 29, 2005..................          45.16              129.3750%               58.43
     Quarter ended January 28, 2006..................          45.39              129.0625%               58.58
</TABLE>

         (b) Conversion Based on Credit Rating. Subject to the provisions of
this paragraph 8 and notwithstanding the fact any other condition to conversion
has not been satisfied, Holders may convert the Securities into Common Stock on
a Conversion Date during any period in which the credit rating assigned to the
Securities by a Rating Agency is at or below the Applicable
<PAGE>   87
Rating. "Rating Agency" means (1) Moody's Investors Service, Inc. and its
successors ("Moody's"), (2) Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies Inc., and its successors ("Standard & Poor's") or (3)
if Moody's or Standard & Poor's or both of them are not making ratings of the
Securities publicly available, a nationally recognized U.S. rating agency or
agencies, as the case may be, selected by the Company, which will be substituted
for Moody's or Standard & Poor's or both, as the case may be. "Applicable
Rating" means (1) Ba1, in the case of Moody's (or its equivalent under any
successor ratings categories of Moody's), (2) BB+, in the case of Standard &
Poor's (or its equivalent, under any successor ratings categories of Standard &
Poor's) or (3) the equivalent in respect of ratings categories of any Rating
Agencies substituted for Moody's or Standard & Poor's.

         (c) Conversion Based on Redemption. Subject to the provisions of this
paragraph 8 and notwithstanding the fact that any other condition to conversion
has not been satisfied, a Holder may convert into Common Stock a Security or
portion of a Security which has been called for redemption pursuant to paragraph
6 hereof, even if the foregoing provisions have not been satisfied, but such
Securities may be surrendered for conversion until the close of business on the
second Business Day immediately preceding the Redemption Date.

         (d) Conversion Upon Occurrence of Certain Corporate Transactions.
Subject to the provisions of this paragraph 8 and notwithstanding the fact that
any other condition to conversion has not been satisfied, in the event that the
Company declares a dividend or distribution described in Section 11.07 of the
Indenture, or a dividend or a distribution described in Section 11.08 of the
Indenture where the fair market value of such dividend or distribution per share
of Common Stock, as determined in the Indenture, exceeds 15% of the Sale Price
of the Common Stock on the Business Day immediately preceding the date of
declaration for such dividend or distribution, the Securities may be surrendered
for conversion beginning on the date the Company gives notice to the Holders of
such right, which shall not be less than 20 days prior to the Ex-Dividend Time
for such dividend or distribution, and Securities may be surrendered for
conversion at any time thereafter until the close of business on the Business
Day prior to the Ex-Dividend Time or until the Company announces that such
dividend or distribution will not take place.

         Subject to the provisions of this paragraph 8 and notwithstanding the
fact that any other condition to conversion has not been satisfied, in the event
the Company is a party to a consolidation, merger or binding share exchange or a
transfer of all or substantially all assets of the Company pursuant to which the
Common Stock would be converted into cash, securities or other property as set
forth in Section 11.14 of the Indenture, the Securities may be surrendered for
conversion at any time from and after the date which is 15 days prior to the
date the Company announces the anticipated effective time until 15 days after
the actual effective date of such transaction, and at the effective time of such
transaction the right to convert a Security into Common Stock will be deemed to
have changed into a right to convert it into the kind and amount of cash,
securities or other property which the holder would have received if the holder
had converted its Security immediately prior to the transaction.

         A Security in respect of which a Holder has delivered a Purchase Notice
or Change in Control Purchase Notice exercising the option of such Holder to
require the Company to

<PAGE>   88
purchase such Security may be converted only if such notice of exercise is
withdrawn in accordance with the terms of the Indenture.

         The initial Conversion Rate is 16.3335 shares of Common Stock per
$1,000 Principal Amount at Maturity, subject to adjustment in certain events
described in the Indenture. The Company will deliver cash or a check in lieu of
any fractional share of Common Stock.

         In the event the Company exercises its option pursuant to Section 10.01
of the Indenture to have interest in lieu of Original Issue Discount accrue on
the Security following a Tax Event, the Holder will be entitled on conversion to
receive the same number of shares of Common Stock such Holder would have
received if the Company had not exercised such option.

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

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

         A Holder may convert a portion of a Security if the Principal Amount at
Maturity of such portion is $1,000 or an integral multiple of $1,000. No payment
or adjustment will be made for dividends on the Common Stock except as provided
in the Indenture. On conversion of a Security, that portion of accrued Original
Issue Discount (or interest if the Company has exercised its option provided for
in paragraph 11 hereof) attributable to the period from the Issue Date (or, if
the Company has exercised the option referred to in paragraph 11 hereof, the
later of (x) the date of such exercise and (y) the date on which interest was
last paid) through the Conversion Date with respect to the converted Security
shall not be cancelled, extinguished or forfeited, but rather shall be deemed to
be paid in full to the Holder thereof through the delivery of the Common Stock
(together with the cash payment, if any, in lieu of fractional shares) in
exchange for the Security being converted pursuant to the terms hereof; and the
fair market value of such shares of Common Stock (together with any such cash
payment in lieu of fractional shares) shall be treated as issued, to the extent
thereof, first in exchange for Original Issue Discount (or interest, if the
Company has exercised its option provided for in paragraph 11 hereof) accrued
through the Conversion Date, and the balance, if any, of such fair market value
of such Common Stock (and any such cash payment) shall be treated as issued in
exchange for the Issue Price of the Security being converted pursuant to the
provisions hereof.
<PAGE>   89
         The Conversion Rate will be adjusted for dividends or distributions on
Common Stock payable in Common Stock or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Stock; distributions to all
holders of Common Stock of certain rights to purchase Common Stock for a period
expiring within 60 days at less than the Sale Price of the Common Stock at the
Time of Determination; and distributions to such holders of assets or debt
securities of the Company or certain rights to purchase securities of the
Company (excluding certain cash dividends or distributions). However, no
adjustment need be made if Securityholders may participate in the transaction or
in certain other cases. The Company from time to time may voluntarily increase
the Conversion Rate.

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

9.       Conversion Arrangement on Call for Redemption.

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

10.      Tax Event

         (a) From and after (i) the date (the "Tax Event Date") of the
occurrence of a Tax Event and (ii) the date the Company exercises the option
provided for in this paragraph 10, whichever is later (the "Option Exercise
Date"), at the option of the Company, interest in lieu of future Original Issue
Discount shall accrue at the rate of 2% per annum on a principal amount per
Security (the "Restated Principal Amount") equal to the Issue Price plus
Original Issue Discount accrued through the Option Exercise Date and shall be
payable semiannually on February 13 and August 13 of each year (each an
"Interest Payment Date") to Holders of record at the close of business on
January 30 or July 30 (each a "Regular Record Date") immediately preceding such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months and will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Option
Exercise Date.

         (b) Interest on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the person in
whose name that Security is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose. Each installment of interest on any Security shall be paid in
same-day funds by transfer to an account maintained by the payee located inside
the United States.

         (c) Except as otherwise specified with respect to the Securities, any
Defaulted Interest on any Security shall forthwith cease to be payable to the
registered Holder thereof on
<PAGE>   90
the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company as provided for in Section
10.02(b) of the Indenture.

11.      Denominations; Transfer; Exchange.

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

12.      Persons Deemed Owners.

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

13.      Unclaimed Money or Securities.

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

14.      Amendment; Waiver.

         Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the Securities at the time outstanding. Subject to certain
exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 or Section 11.14 of the Indenture, to secure the Company's
obligations under this Security or to add to the Company's covenants for the
benefit of the Securityholders or to surrender any right or power conferred, to
comply with any requirement of the SEC in connection with the qualification of
the Indenture under the TIA, or as necessary in connection with the registration
of the Securities under the Securities Act or to make any change that does not
adversely affect the rights of any Holders.

15.      Defaults and Remedies.
<PAGE>   91
         Under the Indenture, Events of Default include (i) the Company defaults
in payment of interest which becomes payable after the Securities have been
converted to semiannual coupon notes following the occurrence of a Tax Event
pursuant to Article 10 of the Indenture and such default continues for 30 days
(whether or not such payment shall be prohibited by the terms of the Indenture);
(ii) default in payment of the Principal Amount at Maturity (or, if the
Securities have been converted to semiannual coupon notes following a Tax Event,
the Restated Principal Amount), Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price or Change in Control Purchase Price,
as the case may be, in respect of the Securities when the same becomes due and
payable (whether or not such payment shall be prohibited by the terms of the
Indenture); (iii) failure by the Company to comply with other agreements in the
Indenture or the Securities, subject to notice and lapse of time; (iv) default
under any Debt, whether such Debt now exists or is created later, which default
results in such Debt becoming or being declared due and payable prior to the
date on which it would otherwise have become due and payable, and the principal
amount of all Debt so accelerated, together with all Debt due and payable but
not paid prior to the end of any grace period, is $30,000,000 or more, and such
acceleration has not been rescinded or annulled within a period of 30 days after
receipt by the Company of a Notice of Default, subject to notice and lapse of
time; provided, however, that if any such default shall be cured, waived,
rescinded or annulled, then the Event of Default by reason thereof shall be
deemed not to have occurred; and (v) certain events of bankruptcy or insolvency.
If an Event of Default occurs and is continuing, the Trustee, or the Holders of
at least 25% in aggregate Principal Amount at Maturity of the Securities at the
time outstanding, may declare all the Securities to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Securities becoming due and payable immediately upon
the occurrence of such Events of Default.

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

16.      Subordination.

         The Securities are subordinated to the Senior Indebtedness of the
Company. To the extent provided in the Indenture, Senior Indebtedness of the
Company must be paid before the Securities may be paid. The Company and each
Holder of Securities, by accepting a Security, agrees to the subordination
provisions contained in the Indenture and authorizes the Trustee to give it
effect and appoints the Trustee as attorney-in-fact for such purpose.

17.      Trustee Dealings with the Company.

         Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may
<PAGE>   92
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.

18.      No Recourse Against Others.

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

19.      Authentication.

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

20.      Abbreviations.

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

21.      GOVERNING LAW.

         THE INDENTURE AND THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES THEREOF.

                             ----------------------
<PAGE>   93
         The Company will furnish to any Securityholder upon written request and
without charge a copy of the Indenture. Requests may be made to:

                  The TJX Companies, Inc.
                  770 Cochituate Road
                  Framingham, MA 01701
                  Attention:  Treasurer

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

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

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

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

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

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

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

                                CONVERSION NOTICE

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

                                       [ ]

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

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

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

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

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

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

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

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

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

Date:                         Your Signature:
      ----------------------                  ----------------------------------

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

<PAGE>   94
                                   EXHIBIT A-2

                         [Form of Certificated Security]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $328.35, THE ISSUE DATE IS FEBRUARY 13, 2001, AND
THE YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 2% PER
ANNUM.

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

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

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


                                     A-2-1
<PAGE>   95
(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (E) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

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


                                     A-2-2
<PAGE>   96
                             THE TJX COMPANIES, INC.

                      Liquid Yield Option(TM) Note due 2021

                           (Zero Coupon-Subordinated)

No. R-                                    CUSIP:  872540AJ8
Issue Date: February 13, 2001             Original Issue Discount: $328.35
Issue Price:  $671.65                     (for each $1,000 Principal
(for each $1,000 Principal                Amount at Maturity)
Amount at Maturity)

         THE TJX COMPANIES, INC., a Delaware corporation, promises to pay to
Cede & Co. or registered assigns, the Principal Amount at Maturity of [       ]
MILLION DOLLARS ($[       ]) on February 13, 2021.

         This Security shall not bear interest except as specified on the other
side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security. This Security is convertible as specified on the
other side of this Security.

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

                                     THE TJX COMPANIES, INC.


                                     By:
                                        ________________________________________
                                         Title:




TRUSTEE'S CERTIFICATE OF
  AUTHENTICATION

THE BANK OF NEW YORK,
as Trustee, certifies
that this is one of
the Securities referred
to in the within-mentioned
Indenture (as defined
on the other side of
this Security).

By       ________________________
         Authorized Signatory

Dated:   ________________________


                                     A-2-3
<PAGE>   97
                                   EXHIBIT B-1

                              TRANSFER CERTIFICATE

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

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

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

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

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

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

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

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

              [ ] The transferee is an Affiliate of the Company.

DATE:
    _________________       ____________________________________________________
                                              Signature(s)


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


                                     B-1-1
<PAGE>   98
                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS

The TJX Companies, Inc.
770 Cochituate road
Framingham, MA 01701

Attention:  Treasurer

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

Attention:  Corporate Trust Administration

Dear Sirs:

         We are delivering this letter in connection with the proposed transfer
of $_____________ Principal Amount at Maturity of the Liquid Yield Option(TM)
Notes due 2021 ("LYONs") of The TJX Companies, Inc. (the "Company"), which are
convertible into shares of the Company's Common Stock, $1 par value per share
(the "Common Stock").

         We hereby confirm that:

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

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

                  (iii) we will acquire LYONs having a minimum principal amount
         at maturity of not less than $100,000 for our own account or for any
         separate account for which we are acting;


                                     B-2-1
<PAGE>   99
                  (iv) we have such knowledge and experience in financial and
         business matters that we are capable of evaluating the merits and risks
         of purchasing LYONs; and

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

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

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


                                     B-2-2
<PAGE>   100
         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES
THEREOF.


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


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


                                     B-2-3