<PAGE>

                                                                     Exhibit 4.3

                                                                  Execution Copy


                              NEUBERGER BERMAN INC.

                          Liquid Yield Option(TM) Notes

                                    due 2021

                              (Zero Coupon-Senior)

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

                                    INDENTURE

                             Dated as of May 4, 2001

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

                              THE BANK OF NEW YORK
                                   as Trustee

--------------------------------------------------------------------------------
                   (TM)Trademark of Merrill Lynch & Co., Inc.
<PAGE>

                             CROSS REFERENCE TABLE*

         TIA Section                                    Indenture Section
         310(a)(1)...................................          7.10
            (a)(2)...................................          7.10
            (a)(3)...................................          N.A.
            (a)(4)...................................          N.A.
            (b)......................................       7.08; 7.10
            (c)......................................          N.A.
         311(a)......................................          7.11
            (b)......................................          7.11
            (c)......................................          N.A.
         312(a)......................................          2.05
            (b)......................................         12.03
            (c)......................................         12.03
         313(a)......................................          7.06
            (b)(1)...................................          N.A.
            (b)(2)...................................          7.06
            (c)......................................         12.02
            (d)......................................          7.06
         314(a)......................................   4.02; 4.03; 12.02
            (b)......................................          N.A.
            (c)(1)...................................         12.04
            (c)(2)...................................         12.04
            (c)(3)...................................          N.A.
            (d)......................................          N.A.
            (e)......................................         12.05
            (f)......................................          N.A.
         315(a)......................................          7.01
            (b)......................................      7.05; 12.02
            (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)......................................         12.01
                           N.A. means Not Applicable.

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

                               TABLE OF CONTENTS*

<TABLE>
<S>                                                                                                    <C>
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                           ARTICLE 2

                                        THE SECURITIES

         Section 2.01  Form and Dating...................................................................8
         Section 2.02  Execution and Authentication......................................................9
         Section 2.03  Registrar, Paying Agent and Conversion Agent.....................................10
         Section 2.04  Paying Agent to Hold Money and Securities in Trust...............................11
         Section 2.05  Securityholder Lists.............................................................11
         Section 2.06  Transfer and Exchange............................................................11
         Section 2.07  Replacement Securities...........................................................13
         Section 2.08  Outstanding Securities; Determinations of Holders' Action........................13
         Section 2.09  Temporary Securities.............................................................14
         Section 2.10  Cancellation.....................................................................14
         Section 2.11  Persons Deemed Owners............................................................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..............................................20
         Section 3.02  Selection of Securities to Be Redeemed...........................................20
         Section 3.03  Notice of Redemption.............................................................21
         Section 3.04  Effect of Notice of Redemption...................................................21
         Section 3.05  Deposit of Redemption Price......................................................22
         Section 3.06  Securities Redeemed in Part......................................................22
         Section 3.07  Conversion Arrangement on Call for Redemption....................................22
         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

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


                                       i
<PAGE>

         Section 3.10  Effect of Purchase Notice or Change in Control Purchase Notice...................32
         Section 3.11  Deposit of Purchase Price or Change in Control Purchase Price....................33
         Section 3.12  Securities Purchased in Part.....................................................33
         Section 3.13  Covenant to Comply with Securities Laws on Purchase of Securities................33
         Section 3.14  Repayment to the Company.........................................................34

                                           ARTICLE 4

                                           COVENANTS

         Section 4.01  Payment of Securities............................................................34
         Section 4.02  SEC and Other Reports............................................................34
         Section 4.03  Compliance Certificate...........................................................35
         Section 4.04  Further Instruments and Acts.....................................................35
         Section 4.05  Maintenance of Office or Agency..................................................35
         Section 4.06  Delivery of Certain Information..................................................35
         Section 4.07  Calculation of Original Issue Discount...........................................36

                                           ARTICLE 5

                                     SUCCESSOR CORPORATION

         Section 5.01  When Company May Merge or Transfer Assets........................................36

                                           ARTICLE 6

                                     DEFAULTS AND REMEDIES

         Section 6.01  Events of Default................................................................37
         Section 6.02  Acceleration.....................................................................39
         Section 6.03  Other Remedies...................................................................39
         Section 6.04  Waiver of Past Defaults..........................................................39
         Section 6.05  Control by Majority..............................................................40
         Section 6.06  Limitation on Suits..............................................................40
         Section 6.07  Rights of Holders to Receive Payment.............................................40
         Section 6.08  Collection Suit by Trustee.......................................................40
         Section 6.09  Trustee May File Proofs of Claim.................................................41
         Section 6.10  Priorities.......................................................................41
         Section 6.11  Undertaking for Cost.............................................................42
         Section 6.12  Waiver of Stay, Extension or Usury Laws..........................................42

                                           ARTICLE 7

                                            TRUSTEE

         Section 7.01  Duties of Trustee................................................................42
         Section 7.02  Rights of Trustee................................................................44


                                       ii
<PAGE>

         Section 7.03  Individual Rights of Trustee.....................................................45
         Section 7.04  Trustee's Disclaimer.............................................................45
         Section 7.05  Notice of Defaults...............................................................45
         Section 7.06  Reports by Trustee to Holders....................................................45
         Section 7.07  Compensation and Indemnity.......................................................46
         Section 7.08  Replacement of Trustee...........................................................46
         Section 7.09  Successor Trustee by Merger......................................................47
         Section 7.10  Eligibility; Disqualification....................................................47
         Section 7.11  Preferential Collection of Claims Against Company................................47

                                           ARTICLE 8

                                    DISCHARGE OF INDENTURE

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

                                           ARTICLE 9

                                          AMENDMENTS

         Section 9.01  Without Consent of Holders.......................................................48
         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............................................50
         Section 9.06  Trustee to Sign Supplemental Indentures..........................................50
         Section 9.07  Effect of Supplemental Indentures................................................50

                                          ARTICLE 10

                                 SPECIAL TAX EVENT CONVERSION

         Section 10.01 Optional Conversion to Semiannual Common Note upon Tax Event.....................51
         Section 10.02 Payment of Interest; Interest Rights Preserved...................................51

                                          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...........................................55
         Section 11.07 Adjustment for Rights Issue......................................................56
         Section 11.08 Adjustment for Other Distributions...............................................57


                                       iii
<PAGE>

         Section 11.09 Adjustment May Be Deferred.......................................................59
         Section 11.10 When No Adjustment Required......................................................59
         Section 11.11 Notice of Adjustment.............................................................59
         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.........................................................61
         Section 11.18 Successive Adjustments...........................................................61
         Section 11.19 Rights Issued in Respect of Common Stock Issued upon Conversion..................61


                                          ARTICLE 12

                                         MISCELLANEOUS

         Section 12.01 Trust Indenture Act Controls.....................................................62
         Section 12.02 Notices..........................................................................62
         Section 12.03 Communication by Holders with Other Holders......................................63
         Section 12.04 Certificate and Opinion as to Conditions Precedent...............................63
         Section 12.05 Statements Required in Certificate or Opinion....................................63
         Section 12.06 Separability Clause..............................................................63
         Section 12.07 Rules by Trustee, Paying Agent, Conversion Agent and Registrar...................63
         Section 12.08 Calculations.....................................................................64
         Section 12.09 Legal Holidays...................................................................64
         Section 12.10 GOVERNING LAW....................................................................64
         Section 12.11 No Recourse Against Others.......................................................64
         Section 12.12 Successors.......................................................................64
         Section 12.13 Multiple Originals...............................................................64
</TABLE>

EXHIBITS

Exhibit A-1   Form 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>

                  INDENTURE dated as of May 4, 2001 between NEUBERGER BERMAN
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 - Senior) ("Securities"):

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.01 DEFINITIONS.

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

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

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

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

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

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

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

                  "Common Stock" shall mean the shares of common stock, $.01 par
value per share, 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.


                                       1
<PAGE>

                  "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.

                  "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


                                       2
<PAGE>

Vice President, the Treasurer, the Secretary or any Assistant Treasurer or
Assistant Secretary of the Company.

                  "Officers' Certificate" means a written certificate containing
the information specified in Sections 12.04 and 12.05, 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 12.04 and 12.05.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.04 and 12.05, 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" means the date specified for redemption of
the Securities in accordance with the terms of the Securities and this
Indenture.

                  "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 Common Stock on any date means the closing per
share sale price (or, if no closing sale price is reported, the average of the
bid and ask prices per share or, if more than one in either case, the average of
the average bid and the average ask prices per share) on such date as reported
in the composite transactions for the principal United States securities


                                       3
<PAGE>

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(TM) Notes due 2021 (Zero Coupon-Senior), as amended or supplemented from
time to time, issued under this Indenture.

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

                  "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 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 April 30, 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
April 30, 2001, there is more than an insubstantial risk that accrued 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.


                                       4
<PAGE>

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

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

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

                  SECTION 1.02 OTHER DEFINITIONS.

<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)


                                       5
<PAGE>

                 "Institutional Accredited Investors".................2.01(b)
                 "Interest Payment Date"................................10.01
                 "Legal Holiday"........................................12.08
                 "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)
                 "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"..................................10.02
                 "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.


                                       6
<PAGE>

                  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.

                  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.


                                       7
<PAGE>

                  (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.

                                   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.


                                       8
<PAGE>

                  (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
amount of outstanding Securities represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required
by Section 2.12 hereof and shall be made on the records of the Trustee and the
Depositary.

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

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

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
         REGISTRAT10N 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 OR 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.


                                       9
<PAGE>

                  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.

                  The Trustee shall authenticate and deliver Securities for
original issue in an aggregate Principal Amount at Maturity of up to
$175,000,000 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.


                                       10
<PAGE>

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

                  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 April 20 and October 21 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.


                                       11
<PAGE>

                  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 terns of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

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

                  (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


                                       12
<PAGE>

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 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 replaced 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


                                       13
<PAGE>

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 bona fide 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 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


                                       14
<PAGE>

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 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 of 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 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


                                       15
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       16
<PAGE>

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

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

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

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

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

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

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

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


                                       17
<PAGE>

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

                  (c) The restrictions imposed by the Legend upon the
transferability of any Security shall cease and terminate when such Security has
been sold pursuant to an effective registration statement under the Securities
Act or transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by an Opinion of Counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company 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


                                       18
<PAGE>

                           Company within 90 days, (ii) the Company decides to
                           discontinue use of the system of book-entry transfer
                           through the Depositary, or (iii) an Event of Default
                           has occurred and is continuing with respect to the
                           Securities. Any Global Security exchanged pursuant to
                           clause (i) above shall be so exchanged in whole and
                           not in part, and any Global Security exchanged
                           pursuant to clause (iii) above may be exchanged in
                           whole or from time to time in part as directed by the
                           Depositary.

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

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

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

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


                                       19
<PAGE>

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

                                   ARTICLE 3

                            REDEMPTION AND PURCHASES

                  SECTION 3.01 RIGHT TO REDEEM; NOTICES TO TRUSTEE. The Company,
at its option, may redeem the Securities in accordance with the provisions of
paragraphs 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.


                                       20
<PAGE>

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

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

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

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the Conversion Rate;

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

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

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


                                       21
<PAGE>

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.

                  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.


                                       22
<PAGE>

                  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 (each, a "Purchase Date"), at
the purchase price of $867.42 per $1,000 of Principal Amount at Maturity as of
May 4, 2002, of $880.50 per $1,000 of Principal Amount at Maturity as of May 4,
2004, of $893.79 per $1,000 of Principal Amount at Maturity as of May 4, 2006,
of $927.87 per $1,000 of Principal Amount at Maturity as of May 4, 2011 and of
$963.26 per $1,000 of Principal Amount at Maturity as of May 4, 2016, (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 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.


                                       23
<PAGE>

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

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

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

                  Notwithstanding anything herein to the contrary, any Holder
delivering to the Paying Agent the Purchase Notice contemplated by this Section
3.08(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the 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


                                       24
<PAGE>

close of business on the Purchase Date, any condition to the payment of the
Purchase Price, in whole or in part, in Common Stock.

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

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

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

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

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

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

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


                                       25
<PAGE>

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

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

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

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

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


                                       26
<PAGE>

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 12.02 at the time specified in Section 3.08(c) or
(d), as applicable (the "Company Notice"). Such Company Notice shall state the
manner of payment elected and shall contain the following information:

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

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

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

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

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

                  (i) the Purchase Price and the Conversion Rate;

                  (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;


                                       27
<PAGE>

                  (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.

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

                  Upon determination of the actual number of shares of Common
Stock to be 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


                                       28
<PAGE>

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 May 4, 2006 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:

                  (i) There shall be consummated any 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 consolidation or merger of the Company in
                  which the holders of the Common Stock and other Capital Stock
                  of the Company entitled to vote in the election of directors
                  immediately prior to the consolidation or merger have,
                  directly or indirectly, at least a majority of the total
                  voting power in the aggregate of Capital Stock entitled to
                  vote in the election of directors of the continuing or
                  surviving corporation immediately after the 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 (or, in the case of signatories to the
                  Stockholders Agreement, dated as of August 2, 1999, by and
                  among the Company and the stockholders named therein, 90%) of
                  the aggregate voting power of the Common Stock (or other
                  capital stock into which the Common Stock is reclassified or
                  changed) and other Capital Stock of the Company entitled to
                  vote in the election of directors 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


                                       29
<PAGE>

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). The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

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

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

                  (3) the Change in Control Purchase Date;

                  (4) the Change in Control Purchase Price;

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

                  (6) the Conversion Rate and any adjustments thereto;

                  (7) that Securities as to which a Change in Control Purchase
                  Notice has been given 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;


                                       30
<PAGE>

                  (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;

                  (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.


                                       31
<PAGE>

                  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 (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


                                       32
<PAGE>

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 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 ON
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


                                       33
<PAGE>

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 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


                                       34
<PAGE>

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 one year of the date hereof, and then within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year
ending on December 31, 2001) an Officers' Certificate, stating whether or not to
the knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

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

                  SECTION 4.05 MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The 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 12.02.

                  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


                                       35
<PAGE>

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 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.


                                       36
<PAGE>

                  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.

                                   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;

                  (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;

                  (3) the Company fails to comply with any of its agreements, or
breaches any of the covenants, in the Securities or this Indenture (other than
those referred to in clauses (1) and (2) above) and such failure or breach
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
$15,000,000 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;


                                       37
<PAGE>

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

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

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

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

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

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

                           (A) is for relief against the Company 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 ten 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.


                                       38
<PAGE>

                  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 and unpaid interest) through the date of
declaration on all the Securities to be immediately due and payable. Upon such a
declaration, the applicable amount 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, plus accrued and unpaid 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.


                                       39
<PAGE>

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

                  SECTION 6.06 LIMITATION ON SUITS. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

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

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

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

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

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

                  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.


                                       40
<PAGE>

                  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 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


                                       41
<PAGE>

                  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.

                  SECTION 6.11 UNDERTAKING FOR COST. 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.


                                       42
<PAGE>

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

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

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

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

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

                  (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.


                                       43
<PAGE>

                  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 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;


                                       44
<PAGE>

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

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

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

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

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

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

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


                                       45
<PAGE>

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

                  SECTION 7.07 COMPENSATION AND INDEMNITY. The Company agrees:

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

                  (b) to reimburse the Trustee upon its request for all
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;


                                       46
<PAGE>

                  (2) the Trustee is adjudged bankrupt or insolvent;

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

                  (4) the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

                  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.


                                       47
<PAGE>

                                   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, Paying Agent or Conversion Agent, if applicable, cash or, if
expressly permitted by the terms of the Securities or the Indenture, Common
Stock sufficient to pay all amounts due and owing on all outstanding Securities
(other than Securities replaced pursuant to Section 2.07), and if in either case
the Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 7.07, cease to be of further effect. The
Trustee shall join in the execution of a document prepared by the Company
acknowledging satisfaction and discharge of this Indenture on demand of the
Company accompanied by an Officers' Certificate and Opinion of Counsel and at
the cost and expense of the Company.

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

                                   ARTICLE 9

                                   AMENDMENTS

                  SECTION 9.01 WITHOUT CONSENT OF HOLDERS. The Company and the
Trustee may amend this Indenture or the Securities without the consent of any
Securityholder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;
                  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 or modification to comply with the TIA,
                  or any amendment thereto, or to comply with any requirement of
                  the SEC in connection


                                       48
<PAGE>

                  with the qualification of the Indenture under the TIA, or as
                  necessary in connection with the registration of the
                  Securities under the Securities Act;

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

                  (7) to convert the Securities to semiannual notes following a
                  Tax Event in accordance with Article 10 hereof.

                  SECTION 9.02 WITH CONSENT OF HOLDERS. With the written consent
of the Holders of not less than 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;

                  (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; provided that a conversion of Securities to
                  semiannual coupon notes following a Tax Event in accordance
                  with Article 10 hereof shall not be deemed to cause any such
                  reduction or change;

                  (3) reduce the Principal Amount at Maturity, accrued Original
                  Issue Discount Restated Principal Amount or the Issue Price of
                  or change the Stated Maturity of any Security; provided that a
                  conversion of Securities to semiannual coupon notes following
                  a Tax Event in accordance with Article 10 hereof shall not be
                  deemed to cause any such reduction;

                  (4) reduce the Redemption Price, Purchase Price or Change in
                  Control Purchase Price of any Security; provided that a
                  conversion of Securities to semiannual coupon notes following
                  a Tax Event in accordance with Article 10 hereof shall not be
                  deemed to cause any such reduction;

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

                  (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;


                                       49
<PAGE>

                  (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.

                  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 Company, 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.


                                       50
<PAGE>

                                   ARTICLE 10

                          SPECIAL TAX EVENT CONVERSION

                  SECTION 10.01 OPTIONAL CONVERSION TO SEMIANNUAL COMMON 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 0.75% 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 in cash on
May 4 and November 4 of each year (each an "Interest Payment Date") to Holders
of record at the close of business on April 20 or October 21 (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 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 in cash in accordance with Section
10.01, 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 in cash 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


                                       51
<PAGE>

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 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.


                                       52
<PAGE>

                                   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

                  (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


                                       53
<PAGE>

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 (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
(except to the extent that interest in lieu of Original Issue Discount is paid
in cash as provided in paragraph 8 of the Securities); and the fair market value
of such shares of Common Stock (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount (or interest, if the Company has exercised
its option provided for in Section 10.01) 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.


                                       54
<PAGE>

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

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

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

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

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

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

                  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;

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


                                       55
<PAGE>

                  (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 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.


                                       56
<PAGE>

         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.

                  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:


                                       57
<PAGE>

                                  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.

                  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


                                       58
<PAGE>

                  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 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.

                  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.


                                       59
<PAGE>

                  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 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.


                                       60
<PAGE>

                  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.

                  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"). Notwithstanding anything
to the contrary in this Article 11, 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


                                       61
<PAGE>

representing the Rights be entitled to receive such Rights, then 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

                                  MISCELLANEOUS

                  SECTION 12.01 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 12.02 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:

                  Neuberger Berman Inc.
                  605 Third Avenue
                  New York, New York 10158
                  Telephone No. (212) 476-9000
                  Facsimile No. (212) 476-9862
                  Attention:  General Counsel

         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


                                       62
<PAGE>

communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.

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

                  SECTION 12.03 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 12.04 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 12.05 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 12.06 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 12.07 RULES BY TRUSTEE, PAYING AGENT, CONVERSION AGENT
AND REGISTRAR. The Trustee may make reasonable rules for action by or a meeting
of Securityholders.


                                       63
<PAGE>

The Registrar, Conversion Agent and the Paying Agent may make reasonable rules
for their functions.

                  SECTION 12.08 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 12.08 shall be 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 12.09 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 12.10 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 12.11 NO RECOURSE AGAINST OTHERS. Any past, present or
future director, officer, employee, incorporator 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 12.12 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 12.13 MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to
prove this Indenture.


                                       64
<PAGE>

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

                                      NEUBERGER BERMAN INC.


                                      By: /s/ JEFFERY B. LANE
                                          -------------------------------
                                          Name:  Jeffrey B. Lane
                                          Title: President


                                      THE BANK OF NEW YORK, as Trustee


                                      By: /s/ MICHAEL C. DALY
                                          -------------------------------
                                          Name:  Michael C. Daly
                                          Title: Assistant Vice President


<PAGE>

                                   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 $139.05, THE ISSUE DATE IS MAY 4, 2001, THE YIELD
TO MATURITY IS 0.75%.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OFTHE 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 NEUBERGER BERMAN 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


                                      A-1-1
<PAGE>

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.]


                                      A-1-2
<PAGE>

                              NEUBERGER BERMAN INC.
                      Liquid Yield Option(TM)Note due 2021
                              (Zero Coupon-Senior)

No. R-                                         CUSIP: [_____________]
Issue Date:  May 4, 2001                       Original Issue Discount:  $139.05
Issue Price:  $860.95                          (for each $1,000 Principal
(for each $1,000 Principal                     Amount at Maturity)
Amount at Maturity)

         NEUBERGER BERMAN INC., a Delaware corporation, promises to pay to Cede
& Co. or registered assigns, the Principal Amount at Maturity of [          ]
DOLLARS ($[         ]) on May 4, 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.

                                               NEUBERGER BERMAN 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-1-3
<PAGE>

                         [FORM OF REVERSE SIDE OF LYON]
                      Liquid Yield Option(TM)Note due 2021
                              (Zero Coupon-Senior)

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 0.75% 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 0.75% 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.


                                      A-1-4
<PAGE>

4.       Indenture.

         The Company issued the Securities under an Indenture dated as of May 4,
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 $175,000,000 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 for cash at the Redemption Prices set forth below, PROVIDED that
the Securities are not redeemable prior to May 4, 2006.

         If redeemed at the Company's option, the LYONs will be redeemed at a
price equal to the sum of the Issue Price and accrued Original Issue Discount on
such LYONs through the applicable redemption date. The table below shows the
redemption prices of a LYON on May 4, 2006, at each May 4 thereafter prior to
maturity and at maturity on May 4, 2021. In addition, the redemption price of a
LYON that is redeemed between the dates listed below would include an additional
amount reflecting the additional Original Issue Discount that has accrued on
such LYON since the immediately preceding date in the table below to the date of
redemption.

<TABLE>
<CAPTION>
                                                       (2)                 (3)
                                                     ACCRUED           REDEMPTION
                                  (1)             ORIGINAL ISSUE          PRICE
REDEMPTION DATE             LYON ISSUE PRICE         DISCOUNT           (1) + (2)
---------------             ----------------         --------          ----------
<S>                           <C>                      <C>             <C>
May 4,
2006...............           $  860.95                32.84           $  893.79
2007...............              860.95                39.55              900.50
2008...............              860.95                46.32              907.27
2009...............              860.95                53.14              914.09
2010...............              860.95                60.00              920.95
2011...............              860.95                66.92              927.87
2012...............              860.95                73.90              934.85
2013...............              860.95                80.92              941.87
2014...............              860.95                88.00              948.95
2015...............              860.95                95.13              956.08
2016...............              860.95               102.31              963.26
2017...............              860.95               109.55              970.50
2018...............              860.95               116.84              977.79
2019...............              860.95               124.19              985.14
2020...............              860.95               131.59              992.54
At stated maturity               860.95               139.05            1,000.00
</TABLE>


                                      A-1-5
<PAGE>

         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 to the Redemption Date; but in no event will
this Security be redeemable before May 4, 2006.

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>
         May 4, 2002                           $867.42

         May 4, 2004                           $880.50

         May 4, 2006                           $893.79

         May 4, 2011                           $927.87

         May 4, 2016                           $963.26
</TABLE>

         The Purchase Price (equal to the Issue Price plus accrued Original
Issue Discount as of the Purchase Date, except in the case of May 4, 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 May 4, 2006 for a Change in Control Purchase Price equal to the Issue
Price plus accrued Original Issue Discount as of 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


                                      A-1-6
<PAGE>

Restated Principal Amount, plus accrued and unpaid interest from the date of
conversion to the Change in Control Purchase Date.

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

         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 condition to
conversion in paragraph 8(b), 8(c) or 8(d) has not been satisfied, Holders may
convert the Securities into Common Stock on a Conversion Date in any calendar
quarter commencing after June 30, 2001, if, as of the last day of the preceding
calendar 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 calendar quarter is greater than the conversion trigger price
for the calendar quarter in which such Conversion Date falls. The "conversion
trigger price" for any calendar quarter shall be a reference percentage,
beginning at 120%, and declining .12658% per quarter thereafter until it reaches
110.00018% for the quarter beginning April 1, 2021, of the accreted conversion
price per share of Common Stock on the last day of such preceding calendar
quarter.

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


                                      A-1-7
<PAGE>

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

                  o        the number of shares of Common Stock issuable upon
                           conversion of $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
calendar quarters following issuance of the LYONs. The conversion trigger price
for any calendar quarter starting on or after May 4, 2001 shall be the
conversion trigger price as of the last day of the immediately preceding
calendar 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)
multiplied by the applicable percentage for the respective calendar quarter.
Thereafter, the accreted conversion price per share of Common Stock increases
each calendar quarter by the accreted Original Issue Discount for the quarter
and the applicable percentage declines by 0.12658% per quarter. The conversion
trigger price for the calendar quarter beginning April 1, 2021 is $118.73.

<TABLE>
<CAPTION>
                                                                           (3)
                                 (1)                  (2)              CONVERSION
                               ACCRETED            APPLICABLE         TRIGGER PRICE
FIRST QUARTER*             CONVERSION PRICE        PERCENTAGE           (1) X (2)
--------------             ----------------        ----------           ---------
<S>                             <C>                 <C>                  <C>
2001
   Third Quarter .............  $93.10              120.0000%            $111.72
   Fourth Quarter ............   93.27              119.8734%             111.81
2002
   First Quarter .............   93.45              119.7468%             111.90
   Second Quarter ............   93.62              119.6202%             111.99
   Third Quarter .............   93.80              119.4936%             112.08
   Fourth Quarter ............   93.97              119.3670%             112.17
2003
   First Quarter .............   94.15              119.2404%             112.27
   Second Quarter ............   94.33              119.1138%             112.36
   Third Quarter .............   94.50              118.9872%             112.45
   Fourth Quarter ............   94.68              118.8606%             112.54
2004
   First Quarter .............   94.86              118.7340%             112.63
   Second Quarter ............   95.04              118.6074%             112.72
   Third Quarter .............   95.21              118.4808%             112.81
   Fourth Quarter ............   95.39              118.3542%             112.90
2005
   First Quarter .............   95.57              118.2276%             112.99
   Second Quarter ............   95.75              118.1010%             113.08
   Third Quarter .............   95.93              117.9744%             113.17
   Fourth Quarter ............   96.11              117.8478%             113.26
2006
   First Quarter                 96.29              117.7212%             113.35
   Second Quarter                96.47              117.5946%             113.44
</TABLE>

----------
* This table assumes no events have occurred that would require an adjustment to
  the conversion rate.

         (b) CONVERSION BASED ON CREDIT RATING. Subject to the provisions
of this paragraph 8 and notwithstanding the fact any other condition to
conversion in paragraph 8(a), 8(c) or 8(d) has


                                      A-1-8
<PAGE>

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 Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies Inc., and its successors ("Standard & Poor's") is BB+ or lower (or its
equivalent, under any successor ratings categories of 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 in paragraph 8(a), 8(b) or 8(d) 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 in paragraph 8(a), 8(b) or 8(c) 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 as 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 purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.


                                      A-1-9
<PAGE>

         The initial Conversion Rate is 9.2586 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 be
paid on Securities that are converted as provided in the second paragraph below
and will not be paid in cash; PROVIDED, HOWEVER, that in the case of interest in
lieu of Original Issue Discount payable under paragraph 10(a), Securities
surrendered for conversion during the period 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 10 hereof) attributable to the period from the Issue Date (or, if
the Company has exercised the option referred to in paragraph 10 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 10 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.

         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


                                      A-1-10
<PAGE>

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 0.75% 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 May 4 and November 4 of each year (each an "Interest
Payment Date") to Holders of record at the close of business on April 20 or
October 21 (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 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.


                                      A-1-11
<PAGE>

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.

         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


                                      A-1-12
<PAGE>

notes following the occurrence of a Tax Event pursuant to Article 10 of the
Indenture and such default continues for 30 days; (ii) default in payment of the
Principal Amount at Maturity (or, if the Securities have been converted to
semiannual coupon notes following a Tax Event, the Restated Principal Amount),
Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase
Price or Change in Control Purchase Price, as the case maybe, in respect of the
Securities when the same becomes due and payable; (iii) failure by the Company
to comply with other agreements in the Indenture or the Securities, subject to
notice and lapse of time; (iv) 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 $15,000,000 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.      Ranking.

         The Securities rank equal in right of payment to all existing and
future unsecured and unsubordinated indebtedness of the Company.

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 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


                                      A-1-13
<PAGE>

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.

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


                                      A-1-14
<PAGE>

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

                  Neuberger Berman Inc.
                  605 Third Avenue
                  New York, New York  10158
                  Attention: General Counsel

<TABLE>
<CAPTION>
ASSIGNMENT FORM                                              CONVERSION NOTICE
<S>                                                          <C>
To assign this Security, fill in the form below:             To convert this Security into Common Stock of the
                                                             Company, check the box:
I or we assign and transfer this Security to                                          |_|

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

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

________________________________________________________
(Print or type assignee's name, address and zip code)        ________________________________________________________
and irrevocably appoint                                      (Insert other person's soc. sec. or tax ID no.)
________________________ agent to transfer this Security     ________________________________________________________
on the books of the Company.  The agent may substitute
another to act for him.                                      ________________________________________________________

                                                             ________________________________________________________

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

_____________________________________________________________________________________________________________________

Date:___________________________________________________     Your Signature:_________________________________________

_____________________________________________________________________________________________________________________
                       (Sign exactly as your name appears on the other side of this Security)
</TABLE>


                                      A-1-15
<PAGE>

                                   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 $139.05, THE ISSUE DATE IS MAY 4, 2001, AND THE
YIELD TO MATURITY FOR PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS .75% 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 NEUBERGER BERMAN 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>

(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>

                              NEUBERGER BERMAN INC.
                      Liquid Yield Option(TM) Note due 2021
                              (Zero Coupon-Senior)

No. R-                                        CUSIP:  [_______________]
Issue Date:  May 4, 2001                      Original Issue Discount:  $139.05
Issue Price:  $860.95                         (for each $1,000 Principal
(for each $1,000 Principal                    Amount at Maturity)
Amount at Maturity)

         NEUBERGER BERMAN INC., a Delaware corporation, promises to pay to Cede
& Co. or registered assigns, the Principal Amount at Maturity of [           ]
MILLION DOLLARS ($[          ]) on May 4, 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.

                                            NEUBERGER BERMAN 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>

                                   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
<PAGE>

                                   EXHIBIT B-2

             FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS


Neuberger Berman Inc.
605 Third Avenue
New York, New York, 10158

Attention:  General Counsel

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 Neuberger Berman Inc. (the "COMPANY"), which are convertible
into shares of the Company's Common Stock, $.01 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;

                  (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


                                      B-2-1
<PAGE>

                  (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 or shares issued in
payment of the Purchase Price 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>

         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