<PAGE>

                                                                    (4)(v)3


                            LUCENT TECHNOLOGIES INC.



                                       and

                              THE BANK OF NEW YORK
                                   as Trustee

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


                                    INDENTURE

                                   Dated as of

                                 March 19, 2002

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


               7.75% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2017

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






<PAGE>


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                              Page
                                                                                              ----
<S>             <C>                                                                           <C>
                                    ARTICLE 1
                                   DEFINITIONS

Section 1.01.  Definitions......................................................................2

                                    ARTICLE 2
     ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES

Section 2.01.  Designation, Amount and Issue of Debentures.....................................13
Section 2.02.  Form of Debentures..............................................................13
Section 2.03.  Date and Denomination of Debentures; Payments of Interest.......................14
Section 2.04.  Execution of Debentures.........................................................16
Section 2.05.  Exchange and Registration of Transfer of Debentures; Restrictions on Transfer;
                 Depositary ...................................................................16
Section 2.06.  Mutilated, Destroyed, Lost or Stolen Debentures.................................25
Section 2.07.  Temporary Debentures............................................................26
Section 2.08.  Cancellation of Debentures Paid, etc............................................26
Section 2.09.  CUSIP Number....................................................................27
Section 2.10.  Agreed Tax Treatment............................................................27
Section 2.11.  Right Of Set-off................................................................27

                                    ARTICLE 3
                            REDEMPTION OF DEBENTURES

Section 3.01.  Redemption at the Company's Option..............................................27
Section 3.02.  Conversion Arrangement on Call for Redemption...................................28
Section 3.03.  Special Event Redemption........................................................29
Section 3.04.  General Provisions Relating to Redemption.......................................29

                                    ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

Section 4.01.  Interest........................................................................32
Section 4.02.  Extension of Interest Payment Period............................................32
Section 4.03.  Notice Of Extension.............................................................34

                                    ARTICLE 5
                           SUBORDINATION OF DEBENTURES

Section 5.01.  Agreement of Subordination......................................................34
Section 5.02.  Payments to Debentureholders....................................................35
Section 5.03.  Subrogation of Debentures.......................................................38
Section 5.04.  Authorization to Effect Subordination...........................................39
</TABLE>




<PAGE>


<TABLE>
<S>             <C>                                                                           <C>
Section 5.05.  Notice to Trustee...............................................................39
Section 5.06.  Trustee's Relation to Senior Indebtedness.......................................40
Section 5.07.  No Impairment of Subordination..................................................40
Section 5.08.  Certain Conversions Not Deemed Payment..........................................40
Section 5.09.  Article Applicable to Paying Agents.............................................41
Section 5.10.  Senior Indebtedness Entitled to Rely............................................41
Section 5.11.  Reliance on Judicial Order or Certificate of Liquidating Agent..................41

                                    ARTICLE 6
                       PARTICULAR COVENANTS OF THE COMPANY

Section 6.01.  Payment of Debentures...........................................................41
Section 6.02.  Maintenance of Office or Agency.................................................42
Section 6.03.  Trust Agreement.................................................................42
Section 6.04.  Provisions as to Paying Agent...................................................42
Section 6.05.  Rule 144A Information Requirement...............................................44
Section 6.06.  Stay, Extension and Usury Laws..................................................44
Section 6.07.  Notice of Default...............................................................45
Section 6.08.  Additional Interest.............................................................45
Section 6.09.  Additional Interest Notice......................................................46
Section 6.10.  Additional Sums.................................................................46
Section 6.11.  Restrictions on Dividends.......................................................46
Section 6.12.  Conversion of Debentures........................................................46

                                    ARTICLE 7
       DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 7.01.  Debentureholders' Lists.........................................................47
Section 7.02.  Preservation and Disclosure of Lists............................................47
Section 7.03.  Reports by Trustee..............................................................47
Section 7.04.  Reports by Company..............................................................48

                                    ARTICLE 8
       REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN EVENT OF DEFAULT

Section 8.01.  Events of Default; Acceleration of Maturity; Waiver of Default..................49
Section 8.02.  Collection of Indebtedness by Trustee; Trustee May Prove Debt...................51
Section 8.03.  Application of Proceeds.........................................................53
Section 8.04.  Limitation on Suits by Debentureholders.........................................54
Section 8.05.  Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default.........55
Section 8.06.  Control by Debentureholders; Waiver of Defaults.................................55
Section 8.07.  Right of Court to Require Filing of Undertaking to Pay Costs....................56
Section 8.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest
                 and to Convert ...............................................................56
</TABLE>

                                       ii




<PAGE>


<TABLE>
<S>             <C>                                                                           <C>
                                    ARTICLE 9
                                   THE TRUSTEE

Section 9.01.  Duties and Responsibilities of Trustee..........................................57
Section 9.02.  Reliance on Documents, Opinions, etc............................................58
Section 9.03.  Notice of Default...............................................................59
Section 9.04.  No Responsibility for Recitals, etc.............................................59
Section 9.05.  Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures.......60
Section 9.06.  Monies to Be Held in Trust......................................................60
Section 9.07.  Compensation and Indemnity......................................................60
Section 9.08.  Officers' Certificate as Evidence...............................................61
Section 9.09.  Conflicting Interests of Trustee................................................61
Section 9.10.  Eligibility of Trustee..........................................................61
Section 9.11.  Resignation or Removal of Trustee...............................................62
Section 9.12.  Acceptance by Successor Trustee.................................................63
Section 9.13.  Succession by Merger, etc.......................................................64
Section 9.14.  Preferential Collection of Claims...............................................64

                                   ARTICLE 10
                              THE DEBENTUREHOLDERS

Section 10.01.  Action by Debentureholders.....................................................65
Section 10.02.  Proof of Execution by Debentureholders.........................................65
Section 10.03.  Who are Deemed Absolute Owners.................................................65
Section 10.04.  Company-Owned Debentures Disregarded...........................................66
Section 10.05.  Revocation of Actions; Future Holders Bound....................................66

                                   ARTICLE 11
                          MEETINGS OF DEBENTUREHOLDERS

Section 11.01.  Purpose of Meetings............................................................66
Section 11.02.  Call of Meetings by Trustee....................................................67
Section 11.03.  Call of Meetings by Company or Debentureholders................................67
Section 11.04.  Qualifications for Voting......................................................68
Section 11.05.  Regulations....................................................................68
Section 11.06.  Voting.........................................................................68
Section 11.07.  No Delay of Rights by Meeting..................................................69

                                   ARTICLE 12
                             SUPPLEMENTAL INDENTURES

Section 12.01.  Supplemental Indentures Without Consent of Debentureholders....................69
Section 12.02.  Supplemental Indenture with Consent of Debentureholders........................71
Section 12.03.  Effect of Supplemental Indenture...............................................72
Section 12.04.  Notation on Debentures.........................................................72
Section 12.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee....73
</TABLE>

                                      iii




<PAGE>


<TABLE>
<S>             <C>                                                                           <C>
                                   ARTICLE 13
                              SUCCESSOR CORPORATION

Section 13.01.  Consolidation, Merger, Sale or Conveyance......................................73
Section 13.02.  Assumption and Substitution....................................................73
Section 13.03.  Opinion of Counsel.............................................................74

                                   ARTICLE 14
                     SATISFACTION AND DISCHARGE OF INDENTURE

Section 14.01.  Discharge of Indenture.........................................................74
Section 14.02.  Deposited Monies to Be Held in Trust by Trustee................................75
Section 14.03.  Paying Agent to Repay Monies Held..............................................75
Section 14.04.  Return of Unclaimed Monies.....................................................75
Section 14.05.  Reinstatement..................................................................76

                                   ARTICLE 15
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 15.01.  Indenture and Debentures Solely Corporate Obligations..........................76

                                   ARTICLE 16
                            CONVERSION OF DEBENTURES

Section 16.01.  Right to Convert...............................................................76
Section 16.02.  Exercise of Conversion Privilege; Issuance of Common Stock on Conversion;
                  No Adjustment for Interest or Dividends......................................77
Section 16.03.  Scrip or Cash in Lieu of Fractional Shares.....................................79
Section 16.04.  Conversion Price...............................................................80
Section 16.05.  Adjustment of Conversion Price.................................................80
Section 16.06.  Taxes on Shares Issued.........................................................87
Section 16.07.  Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental
                  Requirements; Listing of Common Stock........................................87
Section 16.08.  Responsibility of Trustee......................................................88
Section 16.09.  Notice to Holders Prior to Certain Actions.....................................89

                                   ARTICLE 17
                                CHANGE OF CONTROL

Section 17.01.  Change of Control Put Right....................................................89

                                   ARTICLE 18
                            MISCELLANEOUS PROVISIONS

Section 18.01.  Provisions Binding on Company's Successors.....................................92
Section 18.02.  Official Acts by Successor Corporation.........................................92
Section 18.03.  Addresses for Notices, etc.....................................................92
</TABLE>

                                       iv




<PAGE>


<TABLE>
<S>             <C>                                                                           <C>
Section 18.04.  Governing Law..................................................................93
Section 18.05.  Evidence of Compliance with Conditions Precedent; Certificates To Trustee......93
Section 18.06.  Legal Holidays.................................................................94
Section 18.07.  Trust Indenture Act............................................................94
Section 18.08.  No Security Interest Created...................................................94
Section 18.09.  Benefits of Indenture..........................................................94
Section 18.10.  Table of Contents, Headings, etc...............................................94
Section 18.11.  Authenticating Agent...........................................................94
Section 18.12.  Execution in Counterparts......................................................95
Section 18.13.  Severability...................................................................95
Section 18.14.  No Adverse Interpretation Of Other Agreements..................................96
</TABLE>

                                       v




<PAGE>


Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture,
dated as of March 19, 2002 between Lucent Technologies Inc. and The Bank of New
York, as Trustee.

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                 INDENTURE SECTION
<S>                                                                                     <C>
Section 310(a)(1).........................................................................9.10
           (a)(2).........................................................................9.10
           (a)(3).........................................................................N.A.
           (a)(4).........................................................................N.A.
           (a)(5).........................................................................N.A.
           (b)................................................................9.09; 9.11; 9.12
Section 311(a)............................................................................9.14
           (b)............................................................................9.14
           (b)(2).........................................................................9.14
Section 312(a)...................................................................7.01; 7.02(a)
           (b).........................................................................7.02(b)
           (c).........................................................................7.02(c)
Section 313(a).........................................................................7.03(a)
           (b).........................................................................7.03(a)
           (c).........................................................................7.03(a)
           (d).........................................................................7.03(b)
Section 314(a)............................................................................7.04
           (b)............................................................................N.A.
           (c)(1)........................................................................18.05
           (c)(2)........................................................................18.05
           (c)(3).........................................................................N.A.
           (d)............................................................................N.A.
           (e)...........................................................................18.05
Section 315(a)............................................................................9.01
           (b)............................................................................9.03
           (c)............................................................................9.01
           (d)............................................................................9.01
           (d)(1)......................................................................9.01(a)
           (d)(2)......................................................................9.01(b)
           (d)(3)......................................................................9.01(c)
           (e)............................................................................8.07
Section 316(a)............................................................................8.06
           (a)(1)(A)......................................................................8.06
           (a)(1)(B)......................................................................8.06
           (a)(2).........................................................................N.A.
           (b)............................................................................8.04
Section 317(a)(1).........................................................................8.02
           (a)(2).........................................................................8.02
           (b)............................................................................6.04
Section 318(a)...........................................................................18.07

</TABLE>





<PAGE>


-------------------
*     Note: This reconciliation and tie shall not, for any purpose, be deemed
      to be a part of the Indenture.
**    Note: N.A. means Not Applicable.





<PAGE>

                                    INDENTURE

         INDENTURE, dated as of March 19, 2002, between Lucent Technologies
Inc., a Delaware corporation (hereinafter called the "Company"), having its
principal office at 600 Mountain Avenue, Murray Hill, New Jersey 07974, and The
Bank of New York, a New York banking corporation, as trustee hereunder
(hereinafter called the "Trustee"), having its principal corporate trust office
at 101 Barclay Street, New York, New York 10286.

                              W I T N E S S E T H:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 7.75% Convertible Subordinated Debentures due 2017
(hereinafter called the "Debentures"), in an aggregate principal amount not to
exceed the aggregate Liquidation Preference of the Preferred Securities and the
aggregate liquidation amount of the Common Securities and to provide the terms
and conditions upon which the Debentures are to be authenticated, issued and
delivered, the Company has duly authorized the execution and delivery of this
Indenture; and

         WHEREAS, the Company has caused to be formed Lucent Technologies
Capital Trust I (the "Trust") as a statutory business trust under the Business
Trust Act of the State of Delaware (12 Del. Code ss. 3801 et seq.) pursuant to a
trust agreement dated February 1, 2002 (the "Original Trust Agreement"), and the
filing of a certificate of trust with the Secretary of State of the State of
Delaware on February 1, 2002; and

         WHEREAS, the Original Trust Agreement is to be amended and restated in
its entirety pursuant to an Amended and Restated Trust Agreement dated as of
March 19, 2002 (such Amended and Restated Trust Agreement, as amended from time
to time, the "Trust Agreement"); and

         WHEREAS, the Trust desires to issue its 7.75% Cumulative Convertible
Trust Preferred Securities (the "Preferred Securities") and sell such Preferred
Securities to the initial purchasers; and

         WHEREAS, in connection with such purchases of Preferred Securities and
the related purchase by the Company of the Common Securities of the Trust, the
Trust will purchase as trust assets the Debentures; and

         WHEREAS, pursuant to the Trust Agreement, the legal title to the
Debentures shall be owned and held of record in the name of The Bank of New York
or its successor under the Trust Agreement, as property trustee (the "Property
Trustee"), in trust for the benefit of holders of the Preferred Securities and
the Common Securities; and




<PAGE>

         WHEREAS, the Debentures, the certificate of authentication to be borne
by the Debentures, a form of assignment, a form of option to elect redemption
upon a Change of Control and a form of conversion notice to be borne by the
Debentures are to be substantially in the forms hereinafter provided for; and

         WHEREAS, all acts and things necessary to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee or a duly
authorized authenticating agent, as in this Indenture provided, the valid,
binding and legal obligations of the Company, and to constitute this Indenture a
valid agreement according to its terms, have been done and performed, and the
execution of this Indenture and the issue hereunder of the Debentures have in
all respects been duly authorized.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Debentures are, and are to be, authenticated, issued and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Debentures by the holders thereof, the Company covenants and agrees with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Debentures (except as otherwise provided below), as follows:

                                   ARTICLE 1
                                   DEFINITIONS

         Section 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture that are defined in the Trust Indenture Act
or which are by reference therein defined in the Securities Act (except as
herein otherwise expressly provided or unless the context otherwise requires)
shall have the meanings assigned to such terms in said Trust Indenture Act and
in said Securities Act as in force at the date of the execution of this
Indenture. The words "herein", "hereof", "hereunder", and words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other Subdivision. The terms defined in this Article include the
plural as well as the singular.

         "Additional Interest" means additional interest on the Debentures
payable following a Registration Default pursuant to Section 6.08.

         "Additional Interest Notice" has the meaning specified in Section 6.09.

         "Additional Sums" has the meaning specified in Section 6.10.



                                       2





<PAGE>

         "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; provided, however, that an Affiliate of the
Company shall not be deemed to include the Trust. For the purposes of this
definition, "control", when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         "Board of Directors" means the board of directors of the Company or a
committee of that board duly authorized to act for it hereunder.

         "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not (1) a day on which banking institutions in The City of New
York are authorized or obligated by law or executive order to remain closed or
(2) a day on which the Corporate Trust Office or the corporate trust office of
the Property Trustee (as defined in the Trust Agreement) is closed for business.

         "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents, however designated, of corporate stock or
other equity participations, including partnership interests, whether general or
limited, of such Person and any rights (other than debt securities convertible
or exchangeable into an equity interest), warrants or options to acquire an
equity interest in such Person.

         "Certificated Debenture" has the meaning specified in Section 2.05(b)

         "Change of Control" means, with respect to the Company, the occurrence
of any of the following:

         (a) if any "person" or "group" (as such terms are used in Section 13(d)
and Section 14(d) of the Exchange Act or any successor provisions to either of
the foregoing), including any group acting for the purpose of acquiring,
holding, voting or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act, becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act, except that a person will be deemed to
have "beneficial ownership" of all shares that any such person has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of 50% or more of the total voting power of
the Voting Stock of the Company; or

         (b) if the Company consolidates or merges with or into any other
Person, other than a consolidation or merger under a transaction in which the
outstanding Voting Stock of the Company remains outstanding or is changed into
or exchanged for cash, securities or other property with the effect that the
beneficial owners of the Company's outstanding Voting Stock immediately




                                       3





<PAGE>

before that transaction, beneficially own, directly or indirectly, more than 50%
of the Voting Stock, measured by voting power rather than number of shares, of
the surviving corporation immediately following that transaction; or

         (c) upon the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the assets of
the Company and its Subsidiaries considered as a whole; or

         (d) if during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together with
any new directors whose election or appointment by the Board of Directors or
whose nomination for election by the Company's stockholders was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board of Directors then in office.

         "Clearing Agency" has the meaning specified in the Trust Agreement.

         "Common Stock" means common stock, par value $.01 per share, of the
Company.

         "Company" means the corporation named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of Article 13, shall
include its successors and assigns.

         "Company Redemption Price" means 100% of the aggregate principal amount
of the Debentures to be redeemed plus an amount equal to accrued and unpaid
Interest to, but excluding, the Redemption Date.

         "Compounded Interest" has the meaning specified in Section 4.02(a).

         "Common Security" has the meaning specified in the Trust Agreement.

         "Conversion Agent" has the meaning specified in the Trust Agreement.

         "Conversion Price" has the meaning specified in Section 16.04.

         "Corporate Trust Office" or other similar term, means the designated
office of the Trustee at which at any particular time its corporate trust
business shall be administered, which office is, at the date as of which this
Indenture is dated, located at 101 Barclay Street, 21st Floor West, New York,
New York 10286, Attention: Corporate Trust Administration.

         "Current Market Price" of the Common Stock means (a) in the case of
Section 16.05(a)(iii), the average of the Sale Prices of the Common Stock for
the five consecutive Trading Days selected by the Board of Directors beginning
not more than 20 Trading Days before, and ending not later than the date
immediately




                                       4





<PAGE>

preceding the record date for the event described in Section 16.05(a)(iii), (b)
in the case of Section 16.05(a)(iv), the average of the Sale Prices of the
Common Stock for the first 10 Trading Days from, and including, the first day
that the Common Stock trades ex-distribution and (c) in the case of Section
16.05(a)(viii), the average of the Sale Prices of Common Stock for the period of
five consecutive Trading Days after the Common Stock trades ex-distribution;
provided, that the Current Market Price of the Common Stock in connection with a
Spin-Off shall mean the average of the Sale Prices of the Common Stock over the
first 10 Trading Days after the effective date of the Spin-Off; provided
further, that if an Initial Public Offering of the securities being distributed
in any Spin-Off is to be effected simultaneously with such Spin-Off, the Current
Market Price of the Common Stock shall mean the Sale Price of the Common Stock
on the Trading Day on which the Initial Public Offering price of such securities
is determined.

         "Custodian" means The Bank of New York, as custodian with respect to
the Debentures in global form, or any successor entity thereto.

         "Debenture" or "Debentures" means any Debenture or Debentures, as the
case may be, authenticated and delivered under this Indenture, including any
Global Debenture.

         "Debenture Register" has the meaning specified in Section 2.05(a).

         "Debenture Registrar" has the meaning specified in Section 2.05(a).

         "Debentureholder" or "holder" as applied to any Debenture, or other
similar terms (but excluding the term "beneficial holder"), means any Person in
whose name at the time a particular Debenture is registered on the Debenture
Registrar's books.

         "Defaulted Interest" has the meaning specified in Section 2.03.

         "Depositary" means, with respect to the Debentures issuable or issued
in whole or in part in global form, the Person specified in Section 2.05(e) as
the Depositary with respect to such Debentures, until a successor shall have
been appointed and become such pursuant to the applicable provisions of this
Indenture, and thereafter, "Depositary" shall mean or include such successor.

         "Direct Action" has the meaning specified in Section 8.08.

         "Dissolution Event" means the dissolution of the Trust and the
distribution of any Outstanding Debentures to the holders of Preferred
Securities pursuant to Article 9 of the Trust Agreement.

         "Distributions" has the meaning specified in the Trust Agreement.

         "Event of Default" means any event specified in Section 8.01.



                                       5





<PAGE>

          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder, as in effect from time to
time.

         "Expiration Time" has the meaning set forth in Section 16.05(a)(vii).

         "Extended Interest Payment Period" has the meaning set forth in Section
4.02(a).

         "Fair Market Value" means (i) in the case of a distribution referred to
in the first paragraph of Section 16.05(a)(iv) or a tender or exchange offer
referred to in Section 16.05(a)(vii), the value determined by the Board of
Directors, whose determination in good faith shall be conclusive, (ii) in the
case of securities to be distributed to the holders of the Common Stock in
connection with a Spin-Off that is not effected simultaneously with an Initial
Public Offering of the securities being distributed in the Spin-Off, the average
of the Sale Prices of those securities over the first 10 Trading Days after the
effective date of the Spin-Off; provided that with respect to a Spin-Off of
Agere Systems Inc., only the Sale Price of Class B common stock of Agere Systems
Inc. shall be considered and (iii) in the case of securities being distributed
in any Spin-Off that is effected simultaneously with an Initial Public Offering,
the Initial Public Offering price.

         "Fundamental Change" has the meaning specified in Section 16.05(a)(v).

         "Global Debenture" means a Debenture in permanent global fully
registered form registered in the name of the Depositary or the nominee of the
Depositary.

         "Guarantee Agreement" means the Guarantee Agreement dated as of March
19, 2002, between the Company and The Bank of New York, as guarantee trustee.

         "Hedging Agreements" means with respect to any Person any (a) interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement or (b) foreign exchange contract, currency swap agreement or
other similar agreement or arrangements, as to which such Person is party or a
beneficiary.

         "Holder of Preferred Securities" means the Owner, as defined in the
Trust Agreement, of such Preferred Securities.

         "Indenture" means this instrument as originally executed or, if amended
or supplemented as herein provided, as so amended or supplemented.




                                       6





<PAGE>



         "Initial Public Offering" means, in the event of a Spin-Off, the first
time securities of the same class or type as the securities being distributed in
the Spin-Off are bona fide offered to the public for cash.

         "Initial Purchasers" means the purchasers set forth on Schedule I to
the Purchase Agreement.

         "Interest" means an annual rate of 7.75% of the principal amount of the
Debentures, plus Compounded Interest and Additional Interest, if any.

         "Interest Payment Date" means each March 15, June 15, September 15 and
December 15, commencing on June 15, 2002.

         "Investment Company Event" means the receipt by the Property Trustee,
on behalf of the Trust, of an opinion of counsel, rendered by a law firm having
a recognized national securities law practice (which opinion shall not have been
rescinded by such law firm), to the effect that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority effective on or after the date of original issuance of the
Preferred Securities, there is more than an insubstantial risk that the Trust is
or will be considered an "investment company" that is required to be registered
under the Investment Company Act of 1940, as amended.

         "Liquidation Preference" has the meaning specified in the Trust
Agreement.

          "Maturity Date" means, with respect to the Debentures, March 15, 2017.

         "Ministerial Action" has the meaning specified in Section 3.03(b).

          "Non Book-Entry Preferred Securities" has the meaning specified in
Section 2.05(c)(ii).

         "Non-Payment Default" has the meaning specified in Section 5.02(ii).

         "Non-Public Consideration" has the meaning specified in Section
16.05(a)(vi).

         "Notice" means, unless otherwise specified or required by applicable
law, publication on Bloomberg or the Company's website or by any other
electronic means of publication reasonably calculated to constitute notice.

         "Notice of Default" has the meaning specified in Section 8.01(a).

         "Notice of Election of Redemption Upon a Change of Control" has the
meaning specified in Section 17.01(e).



                                       7





<PAGE>

         "Officer" means the Chairman of the Board of Directors or any Vice
Chairman of the Board of Directors or the Chief Executive Officer, the Chief
Financial Officer, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Controller or any Assistant Controller, the Secretary
or any Assistant Secretary of the Company.

         "Officers' Certificate" means a certificate signed by two Officers.

         "Original Trust Agreement" has the meaning specified in the second
Whereas clause to this Indenture.

         "Opinion of Counsel" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company.

         "Optional Redemption Price" has the meaning specified in Section 3.01.

         "Outstanding", when used with reference to Debentures and subject to
the provisions of Section 10.04, means, as of any particular time, all
Debentures authenticated and delivered by the Trustee under this Indenture,
except:

         (a) Debentures theretofore canceled by the Trustee or delivered to the
Trustee for cancellation or tendered for conversion;

         (b) Debentures, or portions thereof, (i) for the redemption of which
monies in the necessary amount shall have been deposited with the Trustee or
with any paying agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent) for the holders of such Debentures or (ii) which shall have been
otherwise discharged in accordance with Article 14;

         (c) Debentures in lieu of which, or in substitution for which, other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.06, other than any such Debentures in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Debentures
are held by a bona fide purchaser in whose hands such Debentures are valid
obligations of the Company; and

         (d) Debentures converted into Common Stock pursuant to Article 16 and
Debentures deemed not outstanding pursuant to Article 3.

         "Payment Blockage Notice" has the meaning specified in Section
5.02(ii).

         "Payment Default" has the meaning specified in Section 5.02(i).

         "Person" means a corporation, an association, a partnership, a limited
liability company, an individual, a joint venture, a joint stock company, a
trust, an




                                       8





<PAGE>

unincorporated organization or a government or an agency or a political
subdivision thereof.

         "Portal Market" means the PORTAL Market operated by the National
Association of Securities Dealers, Inc. or any successor thereto.

         "Predecessor Debenture" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture, and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 2.06 in lieu
of a mutilated, lost, destroyed or stolen Debenture shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debenture that it replaces.

         "Preferred Securities" has the meaning specified in the fourth Whereas
clause to this Indenture.

         "Property Trustee" has the meaning specified in the sixth Whereas
clause to this Indenture.

         "Purchase Agreement" means that certain Purchase Agreement, dated as of
March 13, 2002, by and among the Company, the Trust and Morgan Stanley & Co.,
Incorporated and Salomon Smith Barney Inc. as representatives of the Initial
Purchasers.

         "Purchased Shares" has the meaning set forth in Section 16.05(a)(vii).

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Record Date" has the meaning specified in Section 2.03.

         "Redemption Date" shall mean in the case of a redemption pursuant to
Section 3.01, Section 3.03 and Section 17.01, the date fixed for redemption.

         "Redemption Notice" means a notice of redemption provided by or on
behalf of the Company to the Debentureholders.

         "Redemption Price" means the Optional Redemption Price or the Company
Redemption Price, as the case may be.

         "Registration Default" has the meaning set forth in the Registration
Rights Agreement.

         "Registration Rights Agreement" means that certain Registration Rights
Agreement, dated as of March 13, 2002, by and among the Company, the Trust and
Morgan Stanley & Co., Incorporated and Salomon Smith Barney Inc., as
representatives of the Initial Purchasers, as amended from time to time in
accordance with its terms.



                                       9




<PAGE>

         "Regulation S" means Regulation S under the Securities Act.

         "Representative" means (a) the indenture trustee or other trustee,
agent or representative for holders of Senior Indebtedness or (b) with respect
to any Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

         "Responsible Officer", when used with respect to the Trustee, means 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 shall have direct responsibility for the administration of this
Indenture.

         "Restricted Securities" has the meaning specified in Section 2.05(e).

         "Rule 144A" means Rule 144A as promulgated under the Securities Act.

         "Sale Price" of the Common Stock on any Trading Day means the closing
sale price per share (or if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and the average asked prices) on such Trading Day as reported on the
principal U.S. securities exchange on which the Common Stock is traded or, if
the Common Stock is not listed on a U.S. national or regional securities
exchange, as reported by the Nasdaq National Market.

         "SEC" means the U.S. Securities and Exchange Commission, as from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this Indenture the U.S. Securities and Exchange Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Indebtedness" means: (a) the Company's indebtedness for money
borrowed, including the principal of, premium, if any, and accrued and unpaid
interest thereon, whether outstanding on the date of execution of this Indenture
or thereafter created, incurred or assumed; (b) guarantees by the Company of
indebtedness for money borrowed, including the principal of, premium, if any,
and accrued and unpaid interest thereon, by any other Person,




                                       10





<PAGE>

whether outstanding on the date of execution of this Indenture or thereafter
created, incurred or assumed; (c) obligations of the Company under any agreement
to lease, or lease of, any real personal property, whether outstanding on the
date of execution of this Indenture or thereafter created, incurred or assumed;
(d) obligations of the Company's in respect of letters of credit, performance
bonds, surety bonds and similar obligations; (e) obligations of the Company in
respect of Hedging Agreements; (f) modifications, renewals, extensions and
refundings of any such indebtedness, liabilities or obligations described in (a)
through (e) above, unless, in the case of any of (a) through (f) above, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding provides that such indebtedness, liabilities or obligations, or such
modification, renewal, extension or refunding thereof, or the Company's
obligations pursuant to such a guarantee, are not senior in right of payment to
the Debentures or expressly provides that such indebtedness is "pari passu" or
"junior" to the Debentures; (g) indebtedness, other than indebtedness described
in clause (a) above, evidenced by notes, debentures, bonds or other instruments
of indebtedness for the payment of which the Company is responsible or liable,
by guarantees or otherwise, whether outstanding on the date of execution of this
Indenture or thereafter created, incurred or assumed; (h) any other
indebtedness, liability or obligation, contingent or otherwise, of the Company
and any guarantee, endorsement or other contingent obligation in respect
thereof, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed; and (i) modifications, renewals,
extensions and refundings of any indebtedness, liabilities or obligations
described in clauses (g) or (h) above, if, in the case of any of clauses (g),
(h) or (i) above, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such indebtedness,
liability or obligation is senior in right of payment to the Debentures.
Notwithstanding the foregoing, the term Senior Indebtedness shall not include
any indebtedness of the Company to any Subsidiary of the Company. If any payment
made to any holder of any Senior Indebtedness or its Representative with respect
to such Senior Indebtedness is rescinded or must otherwise be returned by such
holder or Representative upon the insolvency, bankruptcy or reorganization of
the Company or otherwise, the reinstated indebtedness of the Company arising as
a result of such rescission or return shall constitute Senior Indebtedness
effective as of the date of such rescission or return.

         "Spin-Off" means a dividend or other distribution of shares of Capital
Stock of any class or series, or similar equity interests, of or relating to a
Subsidiary or other business unit of the Company.

         "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more




                                       11





<PAGE>

of the other Subsidiaries of that Person (or a combination thereof) and (ii) any
partnership (a) the sole general partner or managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of
which are such Person or of one or more Subsidiaries of such Person (or any
combination thereof).

         "Tax Event" means the receipt by the Property Trustee, on behalf of the
Trust, of an opinion of counsel, rendered by a law firm having a recognized
national tax and securities law practice (which opinion shall not have been
rescinded by such law firm), to the effect that, as a result of: (i) any
amendment to, or change, including any announced prospective change, in the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation, or (ii)
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
issuance of the Preferred Securities under the Trust Agreement, there is more
than an insubstantial risk that: (a) the Trust is, or within 90 days of the date
thereof will be, subject to United States Federal income tax with respect to
income received or accrued on the Debentures, (b) interest payable by the
Company on the Debentures is not, or within 90 days of the date thereof will not
be, deductible by the Company, in whole or in part, for United States Federal
income tax purposes, or (c) the Trust is, or within 90 days of the date thereof
will be, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

         "Trading Day" means each day on which the securities exchange or
quotation system that is used to determine the Sale Price is open for trading or
quotation.

         "Trust" has the meaning specified in the second Whereas clause to this
Indenture.

         "Trust Agreement" has the meaning specified in the third Whereas clause
to this Indenture.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, as it was in force at the date of this Indenture, except as provided in
Section 12.03; provided, however, that, in the event the Trust Indenture Act of
1939 is amended after the date hereof, the term "Trust Indenture Act" shall
mean, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

         "Trustee" means The Bank of New York and its successors and any
corporation resulting from or surviving any consolidation or merger to which it
or its successors may be a party and any successor trustee at the time serving
as successor trustee hereunder.



                                       12





<PAGE>

         "Vice President" has the meaning specified in Section 2.01.

         "Voting Stock" of any Person means Capital Stock of such Person which
ordinarily has voting power for the election of directors, or persons performing
similar functions, of such Person, whether at all times or only for so long as
no senior class of securities has such voting power by reason of any
contingency.

                                   ARTICLE 2
     ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBENTURES

         Section 2.01. Designation, Amount and Issue of Debentures. The
Debentures shall be designated as "7.75% Convertible Subordinated Debentures due
2017". Except pursuant to Section 2.05, Section 2.06, Section 2.07, Section
3.04(b), Section 12.04 and Section 16.02, hereof, Debentures not to exceed
$1,804,124,000, or $2,061,856,000 if the over-allotment option, as set forth in
the Purchase Agreement, with respect to the offering of the Preferred Securities
is executed in full, may be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Debentures to or upon the written order of the Company, signed by the
Chairman of the Board of Directors or any Vice-Chairman of the Board of
Directors or the Chief Executive Officer, Chief Financial Officer, President,
any Vice President (whether or not designated by a number or numbers or word or
words added before or after the title "Vice President", such Person a "Vice
President"), Treasurer or any Assistant Treasurer, its Controller or any
Assistant Controller or Secretary or any Assistant Secretary of the Company,
without any further action by the Company hereunder.

         Section 2.02. Form of Debentures. The Debentures and the Trustee's
certificate of authentication to be borne by such Debentures shall be
substantially in the form set forth in Exhibit A, which is incorporated in and
made a part of this Indenture.

         Any of the Debentures may have such letters, numbers or other marks of
identification and such notations, legends and endorsements as the officers
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any
securities exchange or automated quotation system on which the Debentures may be
listed, or to conform to usage.

         Any Global Debenture shall represent such of the Outstanding Debentures
as shall be specified therein and shall provide that it shall represent the
aggregate amount of Outstanding Debentures from time to time endorsed thereon
and that the aggregate amount of Outstanding Debentures represented thereby may
from




                                       13





<PAGE>

time to time be increased or reduced to reflect transfers or exchanges permitted
hereby. Any endorsement of a Global Debenture to reflect the amount of any
increase or decrease in the amount of Outstanding Debentures represented thereby
shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in such manner and upon instructions given by the holder of such Debentures in
accordance with this Indenture. Payment of principal of and interest and
premium, if any, on any Global Debenture shall be made to the holder of such
Debenture.

         The terms and provisions contained in the form of Debenture attached as
Exhibit A hereto shall constitute, and are hereby expressly made, a part of this
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.

         Section 2.03. Date and Denomination of Debentures; Payments of
Interest. The Debentures are issuable in fully registered form, without coupons,
in denominations equal to integral multiples of $1,000. Every Debenture shall be
dated the date of its authentication and shall bear interest from the applicable
date in each case as specified on the face of the form of Debenture attached as
Exhibit A hereto. Interest on the Debentures shall be computed on the basis of a
360-day year comprised of twelve (12) 30-day months. For periods less than a
full month, interest on the Debentures shall be computed on the basis of the
actual number of elapsed days based on a 360-day year.

         The Person in whose name any Debenture (or its Predecessor Debenture)
is registered on the Debenture Register at the close of business on any Record
Date with respect to any Interest Payment Date shall be entitled to receive the
interest payable on such Interest Payment Date. In the case of any Debenture (or
portion thereof) that is converted into Common Stock during the period from (but
excluding) a Record Date to (but excluding) the next succeeding Interest Payment
Date, such Debenture (or portion thereof) that is submitted for conversion
during such period shall be accompanied by funds equal to the interest payable
on such succeeding Interest Payment Date on the principal amount so converted,
as provided in the penultimate paragraph of Section 16.02 hereof; provided that
no such funds must be delivered with respect to a Debenture (or portion thereof)
called for redemption on a Redemption Date occurring after such Record Date and
before such Interest Payment Date. Interest shall be payable at the office or
agency of the Company maintained by the Company for such purposes in the Borough
of Manhattan, City of New York, which shall initially be an office or agency of
the Trustee and may, as the Company shall specify to the paying agent in writing
by each Record Date, be paid either (i) by check mailed to the address of the
Person entitled thereto as it appears in the Debenture Register (provided that
the holder of Debentures with an aggregate principal amount in excess of
$2,000,000 shall, at the written election of such holder, be paid by wire
transfer in immediately available funds) or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Debenture
Register, provided that proper transfer instructions have been received by the
relevant Record Date;




                                       14





<PAGE>

provided, however, that payments to the Depositary will be made by wire transfer
of immediately available funds to the account of the Depositary or its nominee.
The term "Record Date" with respect to any Interest Payment Date shall mean the
fifteenth day, whether or not a Business Day, next preceding such Interest
Payment Date.

         Any interest on any Debenture that is payable, but is not punctually
paid or duly provided for, on the date stipulated in the Debenture or at the
termination of any Extended Interest Payment Period (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Debentureholder on the
relevant Record Date by virtue of his having been such Debentureholder, and such
Defaulted Interest shall be paid by the Company, at its election in each case,
as provided in clause (i) or (ii) below:

                  (i) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Debentures (or their
         respective Predecessor Debentures) 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
         to be paid on each Debenture and the date of the payment (which shall
         be not less than twenty-five (25) days after the receipt by the Trustee
         of such notice, unless the Trustee shall consent to an earlier date),
         and at the same time the Company shall deposit with the Trustee an
         amount of money equal to the aggregate amount to be paid in respect of
         such Defaulted Interest or shall make arrangements satisfactory to the
         Trustee for such deposit prior to the date of the proposed payment,
         such money when deposited to be held in trust for the benefit of the
         Person 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 fifteen (15)
         days and not less than ten (10) days prior to the date of the proposed
         payment, and not less than ten (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
         Debentureholder at his address as it appears in the Debenture Register,
         not less than ten (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 so mailed, such Defaulted Interest
         shall be paid to the Persons in whose names the Debentures (or their
         respective Predecessor Debentures) were registered at the close of
         business on such special record date and shall no longer be payable
         pursuant to the following clause (ii) of this Section 2.03.

                  (ii) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any



                                       15





<PAGE>

         securities exchange or automated quotation system on which the
         Debentures may be listed or designated for issuance, and upon such
         notice as may be required by such exchange or automated quotation
         system, if, after notice given by the Company to the Trustee of the
         proposed payment pursuant to this clause, such manner of payment shall
         be deemed practicable by the Trustee.

         Section 2.04. Execution of Debentures. The Debentures shall be signed
in the name and on behalf of the Company by the manual or facsimile signature of
the Chairman of the Board of Directors or any Vice-Chairman of the Board of
Directors or the Chief Executive Officer, Chief Financial Officer, President,
any Vice President, Treasurer or any Assistant Treasurer or Controller or any
Assistant Controller of the Company, and may but need not have its corporate
seal reproduced thereon which may but need not be attested by the manual or
facsimile signature of its Secretary or any of its Assistant Secretaries (which
may be printed, engraved or otherwise reproduced thereon, by facsimile or
otherwise). Only such Debentures as shall bear thereon a certificate of
authentication substantially in the form set forth on the form of Debenture
attached as Exhibit A hereto, manually executed by the Trustee (or an
authenticating agent appointed by the Trustee as provided by Section 18.11),
shall be entitled to the benefits of this Indenture or be valid or obligatory
for any purpose. Such certificate by the Trustee (or such an authenticating
agent) upon any Debenture executed by the Company shall be conclusive evidence
that the Debenture so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.
Upon the written order of the Company referred to in Section 2.01, the Trustee
shall authenticate the Debentures for original issue.

         In case any officer of the Company who shall have signed any of the
Debentures shall cease to be such officer before the Debentures so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Debentures nevertheless may be authenticated and delivered or
disposed of as though the person who signed such Debentures had not ceased to be
such officer of the Company, and any Debenture may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of
the execution of this Indenture any such person was not such an officer.

         Upon receipt of (i) Debentures executed by the Company and (ii) an
Officer's Certificate specifying the amount of Debentures to be authenticated
and the date on which such Debentures are to be authenticated, the Trustee will
authenticate and deliver such Debentures.

         Section 2.05. Exchange and Registration of Transfer of Debentures;
Restrictions on Transfer; Depositary.

         (a) The Company shall cause to be kept at the Corporate Trust Office a
register (the register maintained in such office and in any other office or
agency of




                                       16





<PAGE>

the Company designated pursuant to Section 6.02 being herein sometimes
collectively referred to as the "Debenture Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Debentures and of transfers of Debentures. The Debenture
Register shall be in written form or in any form capable of being converted into
written form within a reasonably prompt period of time. The Trustee is hereby
appointed "Debenture Registrar" for the purpose of registering Debentures and
transfers of Debentures as herein provided. The Company may appoint one or more
co-registrars in accordance with Section 6.02.

         Upon surrender for registration of transfer of any Debenture to the
Debenture Registrar or any co-registrar, and satisfaction of the requirements
for such transfer set forth in this Section 2.05, the Company shall execute, and
the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Debentures of any authorized
denominations and of a like aggregate principal amount and bearing such
restrictive legends as may be required by this Indenture.

         Debentures may be exchanged for other Debentures of any authorized
denominations and of a like aggregate principal amount, upon surrender of the
Debentures to be exchanged at any such office or agency maintained by the
Company pursuant to Section 6.02. Whenever any Debentures are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Debentures which the Debentureholder making the exchange is
entitled to receive bearing registration numbers not contemporaneously
outstanding.

         All Debentures issued upon any registration of transfer or exchange of
Debentures shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Debentures
surrendered upon such registration of transfer or exchange.

         All Debentures presented or surrendered for registration of transfer or
for exchange, redemption or conversion shall (if so required by the Company or
the Debenture Registrar) be duly endorsed, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company, and
the Debentures shall be duly executed by the Debentureholder thereof or his
attorney duly authorized in writing.

         No service charge shall be made to any Debentureholder for any
registration of transfer or exchange of Debentures, but the Company may require
payment by the Debentureholder of a sum sufficient to cover any tax, assessment
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Debentures.

         Neither the Company nor the Trustee nor any Debenture Registrar or
co-registrars shall be required to exchange or register a transfer of (a) any
Debentures





                                       17





<PAGE>

for a period beginning at the opening of business fifteen (15) days next
preceding any selection of Debentures to be redeemed and ending at the close of
business on the earliest date on which the relevant notice is deemed to have
been given to all holders of Debentures to be so redeemed, (b) any Debentures or
portions thereof selected for redemption pursuant to Article 3, except the
unredeemed portion of any Debentures being redeemed in part, (c) any Debentures
or portions thereof surrendered for conversion pursuant to Article 16 or (d) any
Debentures or portions thereof tendered for redemption (and not withdrawn)
pursuant to Article 17.

         (b) As long as the Property Trustee is the registered owner of the
Debentures, the Debentures shall be issued in certificates in definitive form
("Certificated Debentures").

         (c) In connection with a Dissolution Event:

                  (i) Debentures in certificated form may be presented to the
         Trustee by the Property Trustee in exchange for one or more Global
         Debentures representing the Debentures in an aggregate principal amount
         equal to all Outstanding Debentures, and such Global Debenture(s) shall
         be delivered by the Trustee to the Depositary, or its custodian, for
         crediting to the accounts of its participants pursuant to the
         instructions of the Administrative Trustees (as defined in the Trust
         Agreement); provided that the Company may elect to issue Certificated
         Debentures in an amount equal to the aggregate liquidation amount of
         the Common Securities. The Company upon any such presentation shall
         execute one or more Global Debenture(s) representing the Debentures in
         such aggregate principal amount and deliver the same to the Trustee for
         authentication and delivery in accordance with this Indenture. Payments
         on the Debentures issued as a Global Debenture will be made to the
         Depositary; and

                  (ii) if any Preferred Securities are held in non book-entry
         certificated form, the Debentures in certificated form may be presented
         to the Trustee by the Property Trustee and any Preferred Security
         Certificate (as defined in the Trust Agreement) that represents
         Preferred Securities other than Preferred Securities held by the
         Clearing Agency or its nominee ("Non Book-Entry Preferred Securities")
         will be deemed to represent beneficial interests in Debentures
         presented to the Trustee by the Property Trustee having an aggregate
         principal amount equal to the aggregate Liquidation Preference of the
         Non Book-Entry Preferred Securities until such Preferred Security
         Certificate is presented to the Debenture Registrar for transfer or
         reissuance at which time such Non Book-Entry Preferred Security
         Certificate will be canceled and a Debenture, registered in the name of
         the holder of the Preferred Security Certificate or the transferee of
         the holder of such Preferred Security Certificate, as the case may be,
         with an aggregate principal amount equal to the aggregate Liquidation
         Preference of the Preferred Security Certificate canceled will be
         executed





                                       18





<PAGE>

         by the Company and delivered to the Trustee for authentication and
         delivery in accordance with this Indenture. On issue of such
         Debentures, Debentures with an equivalent aggregate amount that were
         presented by the Property Trustee to the Trustee will be deemed to
         have been canceled.

         (d) The transfer and exchange of beneficial interests in any Global
Debenture shall be effected through the Depositary in accordance with this
Indenture (including any applicable restrictions on transfer herein) and the
procedures of the Depositary therefor. A transferor of a beneficial interest in
a Global Debenture shall deliver to the Debenture Registrar a written order
given in accordance with the Depositary's procedures containing information
regarding the participant account of the Depositary to be credited with a
beneficial interest in the Global Debenture. The Debenture Registrar shall, in
accordance with such instructions instruct the Depositary to credit to the
account of the Person specified in such instructions a beneficial interest in
the Global Debenture and to debit the account of the Person making the transfer
the beneficial interest in the Global Debenture being transferred. The Trustee
shall make appropriate endorsements to reflect increases or decreases in the
principal amounts of any such Global Debenture as set forth on the face of the
Debenture to reflect any such transfers. Except as provided below, beneficial
owners of a Global Debenture shall not be entitled to have certificates
registered in their names, will not receive or be entitled to receive physical
delivery of Certificated Debentures and will not be considered holders of any
such Global Debenture.

         Any Global Debenture may be endorsed with or have incorporated in the
text thereof such legends or recitals or changes not inconsistent with the
provisions of this Indenture as may be required by the Custodian, the Depositary
or by the National Association of Securities Dealers, Inc. in order for the
Debentures to be tradable on the Portal Market or as may be required for the
Debentures to be tradable on any other market developed for trading of
securities pursuant to Rule 144A or required to comply with any applicable law
or any regulation thereunder or with the rules and regulations of any securities
exchange or automated quotation system upon which the Debentures may be listed
or traded or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Debentures are
subject.

         (e) Every Global Debenture or Certificated Debenture that bears or is
required under this Section 2.05(e) to bear the legend set forth in this Section
2.05(e) (together with any Common Stock issued upon conversion of the Debentures
and required to bear the legend set forth in Section 2.05(f), collectively, the
"Restricted Securities") shall be subject to the restrictions on transfer set
forth in this Section 2.05 (including those set forth in the legend set forth
below) unless such restrictions on transfer shall be waived by written consent
of the Company, and the holder of, or of an interest in, each such Restricted
Security, by such Debentureholder's acceptance thereof, agrees to be bound by
all such restrictions on transfer. As used in this Section 2.05(e), the term



                                       19





<PAGE>

"transfer" encompasses any sale, pledge, loan, transfer or other disposition
whatsoever of any Restricted Security.

         Until the expiration of the holding period applicable to sales thereof
under Rule 144(k) under the Securities Act (or any successor provision), any
certificate evidencing such Debenture (and all securities issued in exchange
therefore or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.05(f), if
applicable) shall bear a legend in substantially the following form, unless such
Debenture has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be effective
at the time of such transfer), or unless otherwise agreed by the Company in
writing, with written notice thereof to the Trustee:

                  NEITHER THIS SECURITY NOR THE COMMON STOCK ISSUABLE UPON
                  CONVERSION OF THIS SECURITY HAS BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE
                  HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE
                  BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD,
                  PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND
                  ANNIVERSARY OF THE ISSUANCE HEREOF (OR A PREDECESSOR SECURITY
                  HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE
                  COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE
                  OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE
                  COMPANY OR AN AFFILIATE OF THE COMPANY, (2) SO LONG AS THIS
                  SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
                  THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
                  REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM
                  NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS
                  BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX
                  CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
                  THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION
                  COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT (AS
                  INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
                  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),
                  (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                  SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE
                  SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE





                                       20





<PAGE>

                  TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
                  THIS SECURITY) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT (AS INDICATED BY THE
                  BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER
                  ON THE REVERSE OF THIS SECURITY), IN EACH CASE, IN ACCORDANCE
                  WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY
                  PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE
                  BENEFIT OF THE COMPANY THAT (I) IT IS EITHER (X) A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (Y) A
                  NON-U.S. PERSON AND (II) THE HOLDER WILL, AND EACH SUBSEQUENT
                  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
                  FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. HEDGING
                  TRANSACTIONS INVOLVING SECURITIES SOLD IN RELIANCE ON
                  REGULATION S MAY NOT BE CONDUCTED UNLESS CONDUCTED IN
                  COMPLIANCE WITH THE SECURITIES ACT.

         Any Debenture (or security issued in exchange or substitution therefor)
as to which such restrictions on transfer shall have expired in accordance with
their terms or as to conditions for removal of the foregoing legend set forth
therein have been satisfied (including, without limitation, after a transfer
pursuant to and during the period of the effectiveness of a shelf registration
statement) may, upon surrender of such Debenture for exchange to the Debenture
Registrar in accordance with the provisions of this Section 2.05, be exchanged
for a new Debenture or Debentures, of like tenor and aggregate principal amount,
which shall not bear the restrictive legend required by this Section 2.05(e).

         Notwithstanding any other provisions of this Section 2.05, unless and
until it is exchanged for Certificated Debentures in accordance with the
provisions of this Section 2.05, a Global Debenture may not be transferred as a
whole or in part except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.

         The Depositary shall be a Clearing Agency. The Company initially
appoints The Depository Trust Company to act as Depositary with respect to the
Global Debentures. Initially, the Global Debentures shall be issued to the
Depositary, registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Custodian for Cede & Co.




                                       21





<PAGE>

         If at any time the Depositary for a Global Debenture notifies the
Company that it is unwilling or unable to continue as Depositary for such
Debenture, the Company may appoint a successor Depositary with respect to such
Debenture. If a successor Depositary is not appointed by the Company within 120
days after the Company receives such notice, the Company will execute, and the
Trustee, upon receipt of an Officers' Certificate for the authentication and
delivery of Debentures, will authenticate and deliver, Certificated Debentures,
in aggregate principal amount equal to the principal amount of such Global
Debenture, in exchange for such Global Debenture.

         The Company may at any time and in its sole discretion determine that
the Debentures shall no longer be represented by one or more Global Debentures
or Securities. In such event the Company will execute, and the Trustee, upon
receipt of an Officers' Certificate for the authentication and delivery of
Debentures, will authenticate and deliver, Certificated Debentures, in any
authorized denominations, in aggregate principal amount equal to the principal
amount of such Global Debentures, in exchange for such Global Debentures.

         If a Certificated Debenture is issued in exchange for any portion of a
Global Debenture after the close of business at the office or agency where such
exchange occurs on any Record Date and before the opening of business at such
office or agency on the next succeeding Interest Payment Date, interest will not
be payable on such Interest Payment Date in respect of such Certificated
Debenture, but will be payable on such Interest Payment Date, subject to the
provisions of Section 2.03, only to the Person to whom interest in respect of
such portion of such Global Debenture is payable in accordance with the
provisions of this Indenture.

         Certificated Debentures issued in exchange for all or a part of a
Global Debenture pursuant to this Section 2.05 shall be registered in such names
and in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. Upon execution and authentication, the Trustee shall deliver such
Certificated Debentures to the Persons in whose names such Certificated
Debentures are so registered.

         In the event that a Global Debenture that is a Restricted Security is
exchanged for Certificated Debentures, prior to the effectiveness of the Shelf
Registration Statement, as defined in the Registration Rights Agreement, such
Certificated Debentures may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of this Section 2.05
(including the certification requirements set forth on the reverse of the form
of Debenture set forth in Exhibit A intended to ensure that such transfers
comply with Rule 144A or Regulation S, as the case may be) and such other
procedures as may from time to time be adopted by the Company.




                                       22





<PAGE>

         At such time as all interests in a Global Debenture have been redeemed,
converted, canceled or exchanged for Certificated Debentures, such Global
Debenture shall be delivered to the Trustee and, upon receipt thereof, shall be
canceled by the Trustee in accordance with standing procedures and instructions
existing between the Depositary and the Custodian. At any time prior to such
cancellation, if any interest in a Global Debenture is exchanged for
Certificated Debentures, redeemed, converted, repurchased or canceled, the
principal amount of such Global Debenture shall, in accordance with the standing
procedures and instructions existing between the Depositary and the Custodian,
be appropriately reduced and an endorsement shall be made on such Global
Debenture, by the Trustee or the Custodian, at the direction of the Trustee, to
reflect such reduction.

         (f) Until the expiration of the holding period applicable to sales
thereof under Rule 144(k) under the Securities Act (or any successor provision),
any stock certificate representing Common Stock issued upon conversion of any
Debenture shall bear a legend in substantially the following form, unless such
Common Stock has been sold pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be effective
at the time of such transfer) or such Common Stock has been issued upon
conversion of Debentures pursuant to a registration statement that has been
declared effective under the Securities Act (and which continues to be effective
at the time of such conversion), or unless otherwise agreed by the Company in
writing with written notice thereof to the transfer agent:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF,
                  BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF
                  THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO) OR
                  (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY
                  TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
                  TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY OR AN
                  AFFILIATE OF THE COMPANY, (2) SO LONG AS THIS SECURITY IS
                  ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES
                  ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
                  GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE
                  IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY
                  THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON





                                       23





<PAGE>

                  THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION
                  COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT (AS
                  INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
                  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4)
                  PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
                  SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE
                  SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE
                  TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF
                  THIS SECURITY), OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
                  CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
                  THE REVERSE OF THIS SECURITY), IN EACH CASE, IN ACCORDANCE
                  WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
                  STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY
                  PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE
                  BENEFIT OF THE COMPANY THAT (I) IT IS EITHER (X) A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (Y) A
                  NON-U.S. PERSON AND (II) THE HOLDER WILL, AND EACH SUBSEQUENT
                  HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
                  FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. HEDGING
                  TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED
                  UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

         Any such Common Stock as to which such restrictions on transfer shall
have expired in accordance with their terms or as to which the conditions for
removal of the foregoing legend set forth therein have been satisfied
(including, without limitation, after a transfer pursuant to and during the
effectiveness of a shelf registration statement) may, upon surrender of the
certificates representing such shares of Common Stock for exchange in accordance
with the procedures of the transfer agent for the Common Stock, be exchanged for
a new certificate or certificates for a like number of shares of Common Stock,
which shall not bear the restrictive legend required by this Section 2.05(f).

         (g) Any Debenture or Common Stock issued upon the conversion or
exchange of a Debenture that, prior to the expiration of the holding period
applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision), is purchased or owned by the Company or any Affiliate
thereof may not be resold by the Company or such Affiliate unless registered
under the Securities Act or resold pursuant to an exemption from the
registration




                                       24





<PAGE>

requirements of the Securities Act in a transaction which results in such
Debentures or Common Stock, as the case may be, no longer being "restricted
securities" (as defined under Rule 144).

         (h) 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 Debenture (including any transfers between or among Depositary
participants, members or beneficial owners in any Global Debenture) other than
to require delivery of such certificates and other documentation or evidence as
are 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 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case
any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company in its sole discretion may execute, and upon the Company's written
request to the Trustee or an authenticating agent appointed by the Trustee, the
Trustee or such authenticating agents shall authenticate and make available for
delivery, a new Debenture, bearing a number not contemporaneously outstanding,
in exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to hold each of them harmless for any loss,
liability, cost or expense caused by or connected with such substitution, and,
in every case of destruction, loss or theft, the applicant shall also furnish to
the Company, to the Trustee and, if applicable, to such authenticating agent
evidence to their satisfaction of the destruction, loss or theft of such
Debenture and of the ownership thereof.

         Following receipt by the Trustee or such authenticating agent, as the
case may be, of satisfactory security or indemnity and evidence, as described in
the preceding paragraph, the Trustee or such authenticating agent may
authenticate any such substituted Debenture and make available for delivery such
Debenture. Upon the issuance of any substituted Debenture, the Company may
require the payment by the holder of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in relation thereto
and any other expenses connected therewith. In case any Debenture which has
matured or is about to mature or has been called for redemption or has been
tendered for redemption (and not withdrawn) or is to be converted into Common
Stock shall become mutilated or be destroyed, lost or stolen, the Company may,
instead of issuing a substitute Debenture, pay or authorize the payment of or
convert or authorize the conversion of the same (without surrender thereof
except in the case of a mutilated Debenture), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or





                                       25




<PAGE>

connected with such substitution, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company, the Trustee and, if
applicable, any paying agent or conversion agent evidence to their satisfaction
of the destruction, loss or theft of such Debenture and of the ownership
thereof.

         Every substitute Debenture issued pursuant to the provisions of this
Section 2.06 by virtue of the fact that any Debenture is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, and shall be entitled to all the benefits of (but shall be subject to all
the limitations set forth in) this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder. To the extent permitted by
law, all Debentures shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment or
conversion of mutilated, destroyed, lost or stolen Debentures and shall preclude
any and all other rights or remedies notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment
or conversion of negotiable instruments or other securities without their
surrender.

         Section 2.07. Temporary Debentures. In the event that Certificated
Debentures are to be issued under the terms of this Indenture, until such
Certificated Debentures are ready for delivery, the Company may execute and the
Trustee or an authenticating agent appointed by the Trustee shall, upon the
written request of the Company, authenticate and deliver temporary Debentures
(printed or lithographed). Temporary Debentures shall be issuable in any
authorized denomination, and substantially in the form of the Certificated
Debentures, but with such omissions, insertions and variations as may be
appropriate for temporary Debentures, all as may be determined by the Company.
Every such temporary Debenture shall be executed by the Company and
authenticated by the Trustee or such authenticating agent upon the same
conditions and in substantially the same manner, and with the same effect, as
the Certificated Debentures. Without unreasonable delay the Company will execute
and deliver to the Trustee or such authenticating agent Certificated Debentures
(other than in the case of Global Debentures) and thereupon any or all temporary
Debentures (other than any such Global Debenture) may be surrendered in exchange
therefor, at each office or agency maintained by the Company pursuant to Section
6.02 and the Trustee or such authenticating agent shall authenticate and make
available for delivery in exchange for such temporary Debentures an equal
aggregate principal amount of Certificated Debentures. Such exchange shall be
made by the Company at its own expense and without any charge therefor. Until so
exchanged, the temporary Debentures shall in all respects be entitled to the
same benefits and subject to the same limitations under this Indenture as
Certificated Debentures authenticated and delivered hereunder.

Section 2.08. Cancellation of Debentures Paid, etc. All Debentures surrendered
for the purpose of payment, redemption, conversion, exchange or registration of
transfer shall, if surrendered to the Company or any paying agent





                                       26





<PAGE>

or any Debenture Registrar or any conversion agent, be surrendered to the
Trustee and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Debentures shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. The
Trustee shall dispose of such canceled Debentures in accordance with its
customary procedures. If the Company shall acquire any of the Debentures, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Debentures unless and until the Company elects
to surrender such Debentures to the Trustee for cancellation in which case they
shall be promptly cancelled by the Trustee and no Debentures shall be issued in
lieu thereof, except as expressly permitted by any of the provisions of this
Indenture.

         Section 2.09. CUSIP Number. The Company in issuing the Debentures may
use a "CUSIP" number (if then generally in use), and, if so, the Trustee shall
use a "CUSIP" number in notices of redemption as a convenience to
Debentureholders; provided, however, that any such notice may state that no
representation is made as to the correctness of such number either as printed on
the Debentures or as contained in any notice of a redemption and that reliance
may be placed only on the other identification numbers printed on the
Debentures, and any such redemption shall not be affected by any defect in or
omission of such number. The Company will promptly notify the Trustee of any
change in the "CUSIP" number.

         Section 2.10. Agreed Tax Treatment. Each Debenture issued hereunder
shall provide that the Company and, by its acceptance of a Debenture or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Debenture agree to treat such Debenture as
indebtedness of the Company for United States Federal, state and local tax
purposes.

         Section 2.11. Right Of Set-off. Notwithstanding anything to the
contrary in this Indenture, the Company shall have the right to set-off any
payment it is otherwise required to make hereunder in respect of the Debentures
to the extent the Company has theretofore made, or is concurrently on the date
of such payment making, a payment relating to the Debentures under the Guarantee
Agreement.

                                   ARTICLE 3
                            REDEMPTION OF DEBENTURES

         Section 3.01. Redemption at the Company's Option. The Debentures may be
redeemed by the Company for cash, in whole or in part, at any time on or after
March 20, 2007, upon delivery of a Redemption Notice as set forth in Section
3.04, at the following prices (expressed in percentages of principal amount) if
redeemed during the 12-month period commencing March 20 in each year of the
following years indicated:


                                       27





<PAGE>

<TABLE>
<CAPTION>
           Year              Redemption Price
           ----              ----------------
<S>                          <C>
2007....................              103.88%
2008....................              103.10%
2009....................              102.33%
2010....................              101.55%
2011....................              100.78%
2012 and thereafter                   100.00%

</TABLE>

plus an amount equal to accrued and unpaid Interest, if any, on the Debentures
to be redeemed, to, but excluding, the date of redemption (the "Optional
Redemption Price").

         The Company may not redeem the Debentures in part unless all accrued
and unpaid Interest shall have been paid in full on all Outstanding Debentures
to be redeemed on the Interest Payment Date immediately preceding the Redemption
Date unless such amount will be paid in connection with such redemption. So long
as the corresponding Trust Securities, as defined in the Trust Agreement, are
outstanding, the proceeds from the redemption of the Debentures will be used to
redeem the Trust Securities.

         Section 3.02. Conversion Arrangement on Call for Redemption. In
connection with any call for redemption of Debentures, the Company may arrange
for the purchase and conversion of any Debentures by an agreement with one or
more investment bankers or other purchasers to purchase such Debentures by
paying to the Trustee in trust for the Debentureholders, on or before the
Redemption Date, an amount not less than the applicable Optional Redemption
Price of such Debentures. Notwithstanding anything to the contrary contained in
this Article 3, the obligation of the Company to pay the Optional Redemption
Price of such Debentures 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, a copy of which will be filed with the Trustee prior to the
Redemption Date, any Debentures 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 upon
payment to such holders of the applicable Optional Redemption Price and
(notwithstanding anything to the contrary contained in Article 15) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Debentures
shall be extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it in the same manner as it would monies deposited
with it by the Company for the redemption of Debentures. Without the Trustee's
prior written consent, no arrangement between the Company and such purchasers
for the purchase and conversion of any Debentures shall increase or otherwise
affect any of the powers, duties, responsibilities or obligations of the Trustee
as set forth in this Indenture.



                                       28





<PAGE>

         Section 3.03. Special Event Redemption.

         (a) Upon the occurrence and continuance of a Tax Event or an Investment
Company Event, the Company may, at its option, redeem the Debentures at the
Company Redemption Price (i) at any time, in whole or in part, within 90 days
after such Tax Event or (ii) at any time, in whole but not in part, within 90
days after such Investment Company Event; provided that while the Trust is the
holder of the Debentures, the Company may effect such redemption only if
dissolving the Trust and causing the Trust to distribute the Outstanding
Debentures to the holders of Preferred Securities pursuant to Article 9 of the
Trust Agreement would not prevent the occurrence of, or cure, such Tax Event or
Investment Company Event.

         (b) Notwithstanding the foregoing, if at the time there is available to
the Company or the Administrative Trustees on behalf of the Trust the
opportunity to eliminate, within such 90 day period, a Tax Event by taking some
ministerial actions ("Ministerial Actions"), such as filing a form or making an
election, or pursuing some other similar reasonable measure, which has no
adverse effect on the Trust, the Company or the holders of the Preferred
Securities, the Company or the Administrative Trustees on behalf of the Trust
will pursue such measure in lieu of redemption and the Company shall have no
right to redeem the Debentures while the Administrative Trustees on behalf of
the Trust are pursuing any such Ministerial Action.

         (c) Notwithstanding the foregoing, if a Tax Event has occurred and is
continuing and the Company does not (i) distribute the Debentures or (ii) redeem
the Debentures in accordance with this Indenture, the Company shall pay all
Additional Sums so that the amount of Distributions then due and payable by the
Trust on the Outstanding Trust Securities shall not be reduced as a result of
any Additional Sums to which the Trust has become subject as a result of a Tax
Event.

         Section 3.04. General Provisions Relating to Redemption.

         (a) Notice of Redemptions; Selection of Debentures. In case the Company
shall desire to exercise the right to redeem all or, as the case may be, any
part of the Debentures, it shall fix a date for redemption and it or, at its
written request received by the Trustee not fewer than forty-five (45) days
prior (or such shorter period of time as may be acceptable to the Trustee) to
the date fixed for redemption, the Trustee, in the name of and at the expense of
the Company, shall provide Notice, more than thirty (30) but less than sixty
(60) days prior to the Redemption Date to the holders of Debentures so to be
redeemed as a whole or in part; provided that if the Company shall give such
Redemption Notice, it shall also give written notice of the Debentures to be
redeemed to the Trustee. Such mailing to the Trustee shall be by first class
mail. The Redemption Notice if provided in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such Redemption Notice. In any case, failure to give such Redemption
Notice or any defect in the




                                       29





<PAGE>

Redemption Notice to the holder of any Debenture designated for redemption as a
whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debenture.

         Each such Redemption Notice shall specify the aggregate principal
amount of Debentures to be redeemed, the CUSIP number, if any, of the Debentures
being redeemed, the Redemption Date (which shall be a Business Day), the
Redemption Price, the place or places of payment, that payment will be made on
the Redemption Date upon presentation and surrender of such Debentures, that on
the Redemption Date, the Redemption Price will be paid as specified in said
Redemption Notice, and that on and after said date interest thereon or on the
portion thereof to be redeemed will cease to accrue. Such Redemption Notice
shall also state the current Conversion Price and the date on which the right to
convert such Debentures or portions thereof into Common Stock will terminate. If
fewer than all the Debentures are to be redeemed, the Redemption Notice shall
identify the Debentures to be redeemed (including the CUSIP number, if any). In
case any Debenture is to be redeemed in part only, the Redemption Notice shall
state the portion of the principal amount thereof to be redeemed and shall state
that, on and after the Redemption Date, upon surrender of such Debenture, a new
Debenture or Debentures in principal amount equal to the unredeemed portion
thereof will be issued.

         Whenever any Debentures are to be redeemed, the Company will give the
Trustee written notice in the form of an Officers' Certificate not fewer than
forty-five (45) days (or such shorter period of time as may be acceptable to the
Trustee) prior to the Redemption Date as to the aggregate principal amount of
Debentures to be redeemed.

(b) Payment of Debentures Called for Redemption. If a Redemption Notice has been
given as above provided, the Debentures or portion of Debentures with respect to
which such notice has been given shall, unless converted into Common Stock
pursuant to the terms hereof, become due and payable on the Redemption Date at
the place or places stated in such notice at the applicable Redemption Price.

         Prior to 12:00 noon, New York City time, on the Redemption Date
specified in the Redemption Notice given as provided in this Section, the
Company will deposit with the Trustee or with one or more paying agents (or, if
the Company, in lieu of a paying agent, is itself performing the functions
performable by a paying agent, set aside, segregate and hold in trust as
provided in Section 6.04) an amount of money in immediately available funds
sufficient to redeem on the Redemption Date all the Debentures (or portions
thereof) so called for redemption (other than those theretofore surrendered for
conversion into Common Stock) at the appropriate Redemption Price and will give
irrevocable instructions and authority to pay such Redemption Price to the
holders of the Debentures. The Company shall be entitled to retain any interest,
yield or gain on amounts deposited with the Trustee or any paying agent pursuant
to this Section




                                       30





<PAGE>

in excess of amounts required hereunder to pay the Redemption Price. If a
Redemption Notice is given and funds deposited as required, interest will cease
to accrue on the Debentures as of the specified Redemption Date on the
Debentures called for redemption, such Debentures will no longer be deemed to be
Outstanding and all rights of such Debentureholders will cease, except the right
of such Debentureholders to receive the applicable Redemption Price, but without
interest thereon.

         If payment of the applicable Redemption Price is improperly withheld or
refused and not paid, Interest will continue to accrue on such Debentures called
for redemption at the then applicable rate, from the Redemption Date originally
specified in the Redemption Notice to, but excluding, the date the applicable
Redemption Price is actually paid and such Debenture shall remain convertible
into Common Stock until the principal and premium, if any, and Interest thereon
shall have been paid or duly provided for, in which case the actual payment date
will be the Redemption Date for purposes of calculating the applicable
Redemption Price.

         If any Debenture called for redemption is converted pursuant hereto
prior to such redemption, any money deposited with the Trustee or any paying
agent or so segregated and held in trust for the redemption of such Debenture
shall be paid to the Company upon its written request, or, if then held by the
Company, shall be discharged from such trust.

         (c) If less than all of the Outstanding Debentures are to be redeemed,
the Trustee shall select the Debentures or portions thereof to be redeemed in
such manner as the Trustee deems fair and appropriate; provided that if at the
time of redemption, the Debentures are represented by one or more Global
Debentures, the Depository shall determine the principal amount of such
Debentures owned by each beneficial owner to be redeemed in accordance with its
customary procedures. If any Debenture selected for partial redemption is
submitted for conversion in part after such selection, the portion of such
Debenture submitted for conversion shall be deemed to be the portion selected
for redemption by the Trustee. The Debentures (or portions thereof) so selected
shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Debenture has actually been submitted for
conversion in part before the Redemption Notice.

         Upon presentation of any Debenture redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Debenture or
Debentures, of authorized denominations, in principal amount equal to the
unredeemed portion of the Debentures so presented.

         (d) Upon any redemption of less than all of the Outstanding Debentures,
the Company and the Trustee may (but need not), solely for purposes of
determining the pro rata allocation among such Debentures as are unconverted




                                       31





<PAGE>

and Outstanding at the time of redemption, treat as Outstanding any Debentures
surrendered for conversion during the period of fifteen (15) days preceding the
Redemption Notice and may (but need not) treat as Outstanding any Debenture
authenticated and delivered during such period in exchange for the unconverted
portion of any Debenture converted in part during such period.

         (e) If the Redemption Date falls after a Record Date and before the
related Interest Payment Date, the holders of Debentures at the close of
business on that Record Date will be entitled to receive the interest payable on
those Debentures on the corresponding Interest Payment Date. However, the
Redemption Price payable on such Redemption Date will include only the principal
amount of the Debentures being redeemed and will not include any amount in
respect of the accrued but unpaid interest.

                                   ARTICLE 4
                      EXTENSION OF INTEREST PAYMENT PERIOD

         Section 4.01. Interest. Except as otherwise provided in Section 4.02,
the Company shall pay interest on all Outstanding Debentures on each Interest
Payment Date.

         Section 4.02. Extension of Interest Payment Period.

         (a) So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of the Debentures,
from time to time to extend the interest payment period for the Debentures for
up to 20 consecutive quarterly interest periods with respect to each deferral
period (each, an "Extended Interest Payment Period"), and at the end of which
period the Company shall pay all interest accrued and unpaid thereon (together
with interest on such deferred interest at the rate of 9.25% per annum to the
extent permitted by applicable law, compounded quarterly ("Compounded
Interest")); provided that no Extended Interest Payment Period may extend beyond
the Maturity Date or any Redemption Date of the Debentures.

         (b) During any Extended Interest Payment Period the Company shall not,
and shall cause its Subsidiaries, other than the Trust, not to (i) declare or
pay any dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its Common Stock or preferred stock
or any other securities of the Company similar to the Preferred Securities or
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company ranking equally with or
junior to the Debentures or make any guarantee payments with respect to such
securities.

         (c) Notwithstanding Section 4.02(b) above, the Company may take any of
the following actions during an Extended Interest Payment Period:





                                       32




<PAGE>

                  (i) make any dividend, redemption, liquidation, interest,
         principal or guarantee payment by way of securities, including Capital
         Stock, that rank equally with or junior to the securities on which such
         dividend, redemption, interest, principal or guarantee payment is being
         made;

                  (ii) pay dividends on its 8.00% redeemable convertible
         preferred stock, but only by delivering shares of Common Stock to the
         transfer agent to be sold on behalf of the holders of such preferred
         stock;

                  (iii) make any payments of interest on its convertible
         subordinated debentures issued in exchange for its 8.00% redeemable
         convertible preferred stock;

                  (iv) make payments under the Guarantee Agreement;

                  (v) purchase Common Stock issued under any of its benefit
         plans for its directors, officers or employees;

                  (vi) distribute to holders of Common Stock the Company's
         shares of common stock of Agere Systems Inc.;

                  (vii) make payments or distributions in connection with a
         reclassification of the Company's Capital Stock or the exchange or
         conversion of one series or class of the Company's Capital Stock for
         another series or class of the Company's Capital Stock; and

                  (viii) acquire fractional interests in shares of the Company's
         Capital Stock pursuant to the conversion or exchange provisions of such
         Capital Stock or the security being converted or exchanged.

         (d) Prior to the termination of any such Extended Interest Payment
Period, the Company may pay all or any portion of the interest accrued on the
Debentures on any Interest Payment Date to holders of record on the regular
Record Date for such Interest Payment Date or from time to time further extend
such Extended Interest Payment Period; provided that such Extended Interest
Payment Period together with all such further extensions thereof shall not
exceed 20 consecutive quarterly interest periods or extend beyond the Maturity
Date or any Redemption Date of the Debentures. Upon the termination of any
Extended Interest Payment Period and upon the payment of all accrued and unpaid
interest then due, together with Compounded Interest, the Company may select a
new Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof. On the Interest Payment Date occurring at the end of
each Extended Interest Payment Period, the Company shall pay all interest
accrued and unpaid on the Debentures including any Compounded Interest which
shall be payable to the holders of the Debentures in whose names the Debentures





                                       33





<PAGE>

are registered in the Debenture Register on the Record Date for such Interest
Payment Date.

         Section 4.03. Notice Of Extension.

         (a) So long as the Property Trustee is the legal owner and holder of
record of the Debentures, at the time the Company selects an Extended Interest
Payment Period, the Company shall give both the Property Trustee and the Trustee
written notice of its selection of such Extended Interest Payment Period not
less than five Business Days prior to the earlier of (i) the next succeeding
date on which distributions on the Preferred Securities are payable or (ii) the
date the Trust is required to give notice of the record date or the date such
distributions are payable to any applicable self-regulatory organization or to
holders of the Preferred Securities, but in any event not less than one Business
Day prior to such record date. The Company shall cause the Trust to give notice
of the Company's selection of such Extended Interest Payment Period to the
holders of the Preferred Securities.

         (b) If as a result of a Dissolution Event, Debentures have been
distributed to holders of Preferred Securities and Common Securities, then at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Debentures and the Trustee written notice of its
selection of such Extended Interest Payment Period at least five Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
the date the Company is required to give notice of the Record Date or payment
date of such interest payment to any stock exchange, to the extent the
Debentures are then listed, or other applicable self-regulatory organization or
to holders of the Debentures, but in any event not less than one Business Day
prior to such Record Date.

         (c) The quarter in which any notice is given pursuant to this Section
4.03 shall be counted as one of the quarters permitted in the maximum Extended
Interest Payment Period permitted under Section 4.02.

                                   ARTICLE 5
                           SUBORDINATION OF DEBENTURES

         Section 5.01. Agreement of Subordination. The Company covenants and
agrees, and each holder of Debentures by its acceptance thereof likewise
covenants and agrees, that all Debentures shall be issued subject to the
provisions of this Article 5, and each Person holding any Debenture, whether
upon original issue or upon registration of transfer, assignment, substitution
or exchange thereof, accepts and agrees to be bound by such provisions.

         The indebtedness evidenced by the Debentures shall, to the extent and
in the manner hereinafter set forth, be subordinated and subject in right of
payment




                                       34





<PAGE>

to the extent and in the manner provided in this Article 5, to the prior
payment in full of all Senior Indebtedness, whether outstanding at the date of
this Indenture or thereafter incurred.

         No provision of this Article 5 shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 5.02. Payments to Debentureholders. No payment or distributions
shall be made with respect to indebtedness evidenced by the Debentures nor shall
the Company acquire any Debentures for cash, property or securities, except
payments and distributions made by the Trustee as permitted by the first or
second paragraph of Section 5.05 or by Section 5.08, if:

                  (i) a default in the payment of principal, premium, if any,
         interest, rent or other obligations in respect of Senior Indebtedness
         occurs and is continuing (or, in the case of Senior Indebtedness for
         which there is a period of grace, in the event of such a default that
         continues beyond the period of grace, if any, specified in the
         instrument or lease evidencing such Senior Indebtedness) (a "Payment
         Default"); or

                  (ii) a default, other than a Payment Default, on any Senior
         Indebtedness occurs and is continuing that then permits holders of such
         Senior Indebtedness to accelerate its maturity (or in the case of any
         lease that constitutes Senior Indebtedness, a default occurs and is
         continuing that permits the lessor to either terminate the lease or
         require the Company to make an irrevocable offer to terminate the lease
         following an event of default thereunder) (a "Non-Payment Default") and
         the Trustee receives a notice of the default (a "Payment Blockage
         Notice") from a holder of Senior Indebtedness or a Representative of
         Senior Indebtedness.

         If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until at least 360 days shall have elapsed
since the initial effectiveness of the immediately prior Payment Blockage
Notice. No Non-Payment Default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been cured or waived for a period of not less than 90 consecutive days.

         The Company may and shall resume payments on and distributions in
respect to the indebtedness evidenced by the Debentures (including, but not
limited to, the applicable Redemption Price, with respect to the Debentures to
be called for redemption) and may resume acquisition of Debentures for cash,
property or securities upon the earlier of:



                                       35





<PAGE>

                  (1) in the case of a Payment Default, the date upon which any
         such Payment Default is cured or waived or ceases to exist, or

                  (2) in the case of a Non-Payment Default, the earlier of (a)
         the date upon which such default is cured or waived or ceases to exist
         or (b) 179 days after the applicable Payment Blockage Notice is
         received by the Trustee if the maturity of such Senior Indebtedness has
         not been accelerated (or in the case of any lease, 179 days after
         notice is received if the Company has not received notice that the
         lessor under such lease has exercised its right to terminate the lease
         or require the Company to make an irrevocable offer to terminate the
         lease following an event of default thereunder)

unless this Article 5 otherwise prohibits the payment or distribution at the
time of such payment or distribution.

         Upon any payment or distribution of the assets of the Company, to
creditors upon any dissolution or winding up or liquidation or reorganization of
the Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings relating to the Company or its property, all
amounts due or to become due upon all Senior Indebtedness shall first be paid in
full in cash or other payment satisfactory to the holders of such Senior
Indebtedness before any payment or distribution is made with respect to
indebtedness evidenced by the Debentures (except payments made pursuant to
Section 14.02 from monies deposited with the Trustee pursuant thereto prior to
commencement of proceedings for such dissolution, winding up, liquidation or
reorganization), and upon any such dissolution or winding up or liquidation or
reorganization of the Company or bankruptcy, insolvency, receivership or other
similar proceeding, any payment by the Company, or distribution of the assets of
the Company to which the holders of the Debentures or the Trustee would be
entitled, in respect to indebtedness evidenced by these Debentures except for
the provisions of this Article 5, shall (except as aforesaid) be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the holders of the
Debentures or by the Trustee under this Indenture if received by them or it,
directly to the holders of Senior Indebtedness (pro rata to such holders on the
basis of the respective amounts of Senior Indebtedness held by such holders, or
as otherwise required by agreement, contract, law or a court order) or their
Representative or Representatives, as their respective interests may appear, to
the extent necessary to pay all Senior Indebtedness in full, in cash or other
payment satisfactory to the holders of such Senior Indebtedness, after giving
effect to any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the holders of the
Debentures or to the Trustee.



                                       36





<PAGE>

         For purposes of this Article 5, a "distribution" may consist of cash,
securities or other property and may be by set-off or otherwise.

         For purposes of this Article 5, the words, "cash, securities or other
property" shall not be deemed to include shares of Capital Stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article
5 with respect to indebtedness evidenced by the Debentures to the payment of all
Senior Indebtedness which may at the time be outstanding; provided that (i) the
Senior Indebtedness is assumed by the new corporation, if any, resulting from
any reorganization or readjustment, and (ii) the rights of the holders of Senior
Indebtedness (other than leases which are not assumed by the Company or the new
corporation, as the case may be) are not, without the consent of such holders,
altered by such reorganization or readjustment. The consolidation of the Company
with, or the merger of the Company into, another corporation or the liquidation
or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another Person upon
the terms and conditions provided for in Article 13 shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section 5.02 if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article 13.

         In the event of the acceleration of the Debentures because of an Event
of Default, no payment or distribution shall be made to the Trustee or any
holder of Debentures in respect of indebtedness evidenced by the Debentures,
except payments and distributions made by the Trustee as permitted by the first
or second paragraph of Section 5.05, until all Senior Indebtedness has been paid
in full in cash or other payment satisfactory to the holders of Senior
Indebtedness or such acceleration is rescinded in accordance with the terms of
this Indenture. If payment of the Debentures is accelerated because of an Event
of Default, the Company or, at the Company's request and expense, the Trustee
shall promptly notify holders of Senior Indebtedness of the acceleration.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of the assets of the Company, prohibited by the
foregoing provisions in this Section 5.02, shall be received by the Trustee or
the holders of the Debentures before all Senior Indebtedness is paid in full in
cash or other payment satisfactory to the holders of such Senior Indebtedness,
or provision is made for such payment thereof in accordance with its terms in
cash or other payment satisfactory to the holders of such Senior Indebtedness,
such payment or distribution shall be held in trust for the benefit of and shall
be paid over or delivered to the holders of Senior Indebtedness or their
Representative or Representatives, as their respective interests may appear, as
calculated by the Company, for application to the payment of any Senior
Indebtedness remaining unpaid to the extent necessary to pay all Senior
Indebtedness in full in cash or other payment satisfactory to the holders of
such Senior Indebtedness, after giving




                                       37





<PAGE>

effect to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness.

         Nothing in this Section 5.02 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 9.07. This Section 5.02 shall be
subject to the further provisions of Section 5.05.

         Section 5.03. Subrogation of Debentures. Subject to the payment in full
of all Senior Indebtedness, the rights of the holders of the Debentures shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 5 (equally
and ratably with the holders of all indebtedness of the Company which by its
express terms is subordinated to other indebtedness of the Company to
substantially the same extent as the Debentures are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
indebtedness evidenced by the Debentures shall be paid in full, and, for the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness to which the holders of the Debentures or the Trustee would
be entitled except for the provisions of this Article 5, and no payment pursuant
to the provisions of this Article 5, to or for the benefit of the holders of
Senior Indebtedness by holders of the Debentures or the Trustee, shall, as among
the Company, its creditors other than holders of Senior Indebtedness, and the
holders of the Debentures, be deemed to be a payment by the Company to or on
account of the Senior Indebtedness, and no payments or distributions of cash,
property or securities to or for the benefit of the holders of the Debentures
pursuant to the subrogation provisions of this Article 5, which would otherwise
have been paid to the holders of Senior Indebtedness, shall be deemed to be a
payment by the Company to or for the account of the Debentures. It is understood
that the provisions of this Article 5 are intended solely for the purposes of
defining the relative rights of the holders of the Debentures, on the one hand,
and the holders of the Senior Indebtedness, on the other hand.

         Nothing contained in this Article 5 or elsewhere in this Indenture or
in the Debentures is intended to or shall impair, as among the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of, premium, if any, and
interest on the Debentures as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company other than
the holders of the Senior Indebtedness, nor shall anything herein or therein
prevent the Trustee or, subject to Section 8.03, the holder of any Debenture
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article 5 of the
holders of Senior Indebtedness in




                                       38




<PAGE>

respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

         Section 5.04. Authorization to Effect Subordination. Each holder of a
Debenture by the holder's acceptance thereof authorizes and directs the Trustee
on the holder's behalf to take such action as may be necessary or appropriate to
effectuate the subordination as provided in this Article 5 and appoints the
Trustee to act as the holder's attorney-in-fact for any and all such purposes.
If the Trustee does not file a proper proof of claim or proof of debt in the
form required in any proceeding referred to in the third paragraph of Section
8.02 hereof at least thirty (30) days before the expiration of the time to file
such claim, the holders of any Senior Indebtedness or their Representatives are
hereby authorized to file an appropriate claim for and on behalf of the holders
of the Debentures.

         Section 5.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' Certificate to a Responsible Officer of the
Trustee of any fact known to the Company that would prohibit the making of any
payment of monies to or by the Trustee or any paying agent in respect of the
Debentures pursuant to the provisions of this Article 5. Notwithstanding the
provisions of this Article 5 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article 5, unless
and until a Responsible Officer of the Trustee shall have received written
notice thereof at the Corporate Trust Office from the Company (in the form of an
Officers' Certificate) or a Representative or a holder or holders of Senior
Indebtedness, and before the receipt of any such written notice, the Trustee,
subject to the provisions of Section 9.01, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if on a date not less
than one Business Day prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any, or interest on any Debenture)
the Trustee shall not have received, with respect to such monies, the notice
provided for in this Section 5.05, then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
apply monies received to the purpose for which they were received, and shall not
be affected by any notice to the contrary that may be received by it on or after
such prior date.

         Notwithstanding anything in this Article 5 to the contrary, nothing
shall prevent any payment by the Trustee to the Debentureholders of monies
deposited with it pursuant to Section 14.01, if a Responsible Officer of the
Trustee shall not have received written notice at the Corporate Trust Office on
or before one Business Day prior to the date such payment is due that such
payment is not permitted under Section 5.01 or 5.02.

         The Trustee, subject to the provisions of Section 9.01, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Representative or a




                                       39





<PAGE>

person representing himself to be a holder of Senior Indebtedness (or a trustee
on behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 5 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 5.

         Section 5.06. Trustee's Relation to Senior Indebtedness. The Trustee,
in its individual capacity, shall be entitled to all the rights set forth in
this Article 5 in respect of any Senior Indebtedness at any time held by it, to
the same extent as any other holder of Senior Indebtedness, and nothing in
Section 9.14 or elsewhere in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article 5, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 9.01, the Trustee shall not be liable to any holder of
Senior Indebtedness (i) for any failure to make any payments or distributions to
such holder or (ii) if it shall pay over or deliver money to holders of
Debentures, the Company or any other Person in compliance with this Article 5.

         Section 5.07. No Impairment of Subordination. No right of any present
or future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any such Debentureholder, or by
any noncompliance by the Company or any Debentureholder with the terms,
provisions and covenants of this Indenture.

         Section 5.08. Certain Conversions Not Deemed Payment. For the purposes
of this Article 5 only, (1) the issuance and delivery of junior securities upon
conversion of Debentures in accordance with Article 16 and (2) the payment,
issuance or delivery of cash, property or securities upon conversion of a
Debenture as a result of any Fundamental Change shall not be deemed to
constitute a payment or distribution on account of the principal of, premium, if
any, or interest on Debentures or on account of the purchase or other
acquisition of Debentures. For the purposes of this Section 5.08, the term
"junior securities" means (a) shares of any Capital Stock of any class of the
Company or (b) securities of the Company that are subordinated in right of
payment to all Senior Indebtedness that may be outstanding at the time of
issuance or delivery of such securities to substantially the same extent as, or
to a greater extent than, the Debentures are so subordinated as provided in this
Article 5. Nothing contained in




                                       40





<PAGE>

this Article 5 or elsewhere in this Indenture or in the Debentures is intended
to or shall impair, as among the Company, its creditors (other than holders of
Senior Indebtedness) and the Debentureholders, the right, which is absolute and
unconditional, of the holder of any Debenture to convert such Debenture in
accordance with Article 16.

         Section 5.09. Article Applicable to Paying Agents. If at any time any
paying agent other than the Trustee shall have been appointed by the Company and
be then acting hereunder, the term "Trustee" as used in this Article 5 shall
(unless the context otherwise requires) be construed as extending to and
including such paying agent within its meaning as fully for all intents and
purposes as if such paying agent were named in this Article 5 in addition to or
in place of the Trustee; provided, however, that the first paragraph of Section
5.05 shall not apply to the Company or any Affiliate of the Company if it or
such Affiliate acts as paying agent.

         The Trustee shall not be responsible for the actions or inactions of
any other paying agents (including the Company if acting as its own paying
agent) and shall have no control of any funds held by such other paying agents.

         Section 5.10. Senior Indebtedness Entitled to Rely. The holders of
Senior Indebtedness shall have the right to rely upon this Article 5, and no
amendment or modification of the provisions contained herein shall diminish the
rights of such holders unless such holders shall have agreed in writing thereto.
This subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness.

         Section 5.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article 5, the Trustee and the Debentureholders shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the
Debentureholders, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 5.

                                   ARTICLE 6
                       PARTICULAR COVENANTS OF THE COMPANY

         Section 6.01. Payment of Debentures. The Company shall pay the
principal of and interest on the Debentures on the dates and in the manner




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<PAGE>

provided herein and in the Debentures. An installment of principal or interest
shall be considered paid on the date it is due if the Trustee or paying agent
holds on that date money designated for and sufficient to pay the installment.

         Section 6.02. Maintenance of Office or Agency. The Company will
maintain an office or agency in the Borough of Manhattan, the City of New York,
where the Debentures may be surrendered for registration of transfer or exchange
or for conversion or redemption and from where payments may be made with respect
to the Debentures. The Company will give prompt written notice to the Trustee of
the location, and any change in the location, of such office or agency not
designated or appointed by 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 Corporate Trust Office or the office of agency of
the Trustee in The Borough of Manhattan The City of New York (which shall
initially be located at The Bank of New York, 101 Barclay Street, 21st Floor
West, New York, New York 10286, Attention: Corporate Trust Administration).

         The Company may also from time to time designate co-registrars and one
or more offices or agencies where the Debentures may be presented or surrendered
for any or all such purposes and may from time to time rescind such
designations. The Company will give prompt written notice of any such
designation or rescission and of any change in the location of any such other
office or agency.

         The Company hereby initially designates the Trustee as paying agent,
Debenture Registrar, Custodian and conversion agent and each of the Corporate
Trust Office and the office of agency of the Trustee in The Borough of
Manhattan, The City of New York (which shall initially be located at The Bank of
New York, 101 Barclay Street, 21st Floor West, New York, New York 10286,
Attention: Corporate Trust Administration), shall be considered as one such
office or agency of the Company for each of the aforesaid purposes.

         So long as the Trustee is the Debenture Registrar, the Trustee agrees
to mail, or cause to be mailed, the notices set forth in Section 9.11(a) and the
third paragraph of Section 9.12. If co-registrars have been appointed in
accordance with this Section, the Trustee shall mail such notices only to the
Company and the holders of Debentures it can identify from its records.

         Section 6.03. Trust Agreement. The Company covenants and agrees for the
benefit of the holders of the Preferred Securities to comply fully with all of
its obligations and agreements under the Trust Agreement, including, without
limitation, Sections 2.11 and 2.12 thereof.

         Section 6.04. Provisions as to Paying Agent.




                                       42





<PAGE>

         (a) If the Company shall appoint a paying agent other than the Trustee,
or if the Trustee shall appoint such a paying agent, the party who appoints the
paying agent will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section 6.04:

                  (i) that it will hold all sums held by it as such agent for
         the payment of the principal of and premium, if any, or interest on the
         Debentures (whether such sums have been paid to it by the Company or by
         any other obligor on the Debentures) in trust for the benefit of the
         holders of the Debentures;

                  (ii) that it will give the Trustee notice of any failure by
         the Company (or by any other obligor on the Debentures) to make any
         payment of the principal of and premium, if any, or interest on the
         Debentures when the same shall be due and payable; and

                  (iii) that at any time during the continuance of an Event of
         Default, upon request of the Trustee, it will forthwith pay to the
         Trustee all sums so held in trust.

         The Company shall, on or before each due date of the principal of,
premium, if any, or interest on the Debentures, deposit with the paying agent a
sum (in funds which are immediately available on the due date for such payment)
sufficient to pay such principal, premium, if any, or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action; provided, however, that if such deposit is made on
the due date, such deposit shall be received by the paying agent by 10:00 a.m.
New York City time, on such date.

         (b) If the Company in lieu of a paying agent performs itself the
functions performable by a paying agent, it will, on or before each due date of
the principal of, premium, if any, or interest on the Debentures, set aside,
segregate and hold in trust for the benefit of the holders of the Debentures a
sum sufficient to pay such principal, premium, if any, or interest so becoming
due and will promptly notify the Trustee of any failure to take such action and
of any failure by the Company (or any other obligor under the Debentures) to
make any payment of the principal of, premium, if any, or interest on the
Debentures when the same shall become due and payable.

         (c) Anything in this Section 6.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by the Company or any paying agent hereunder
as required by this Section 6.04, such sums to be held by the Trustee upon the
trusts herein contained and upon such payment by the Company or any paying agent
to




                                       43





<PAGE>

the Trustee, the Company or such paying agent shall be released from all further
liability with respect to such sums.

         (d) Anything in this Section 6.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 6.04 is subject to
Section 14.03 and 14.04.

         The Trustee shall not be responsible for the actions of any other
paying agents (including the Company, if in lieu of a paying agent it performs
itself the functions performable by a paying agent) and shall have no control of
any funds held by such other paying agents.

         Section 6.05. Rule 144A Information Requirement. Within the period
prior to the expiration of the holding period applicable to sales of restricted
securities under Rule 144(k) under the Securities Act (or any successor
provision), the Company covenants and agrees that it shall, during any period in
which it is not subject to Section 13 or 15(d) under the Exchange Act, make
available to any holder or beneficial holder of Debentures or any Common Stock
issued upon conversion thereof that continue to be Restricted Securities in
connection with any sale thereof and any prospective purchaser of Debentures or
such Common Stock designated by such holder or beneficial holder, the
information required pursuant to Rule 144A(d)(4) under the Securities Act upon
the request of any holder or beneficial holder of the Debentures or such Common
Stock and it will take such further action as any holder or beneficial holder of
such Debentures or such Common Stock may reasonably request, all to the extent
required from time to time to enable such holder or beneficial holder to sell
its Debentures or Common Stock without registration under the Securities Act
within the limitation of the exemption provided by Rule 144A, as such Rule may
be amended from time to time. Upon the request of any holder or any beneficial
holder of the Debentures or such Common Stock, the Company will deliver to such
holder a written statement as to whether it has complied with such requirements.

         Section 6.06. Stay, Extension and Usury Laws. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist
upon, plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay, extension or usury law or other law which would prohibit or
forgive the Company from paying all or any portion of the principal of, premium,
if any, or interest on the Debentures as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Company (to the extent it may lawfully do
so) hereby expressly waives all benefit or advantage of any such law, and
covenants that it will not, by resort to any such law, 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.




                                       44





<PAGE>

         Section 6.07. Notice of Default. The Company will deliver to the
Trustee, within 120 days after the end of each fiscal year of the Company ending
after the date hereof, an Officers' Certificate, stating whether or not to the
best knowledge of the signers thereof the Company is in default in the
performance and observance of any of the terms, provisions and conditions of
this Indenture (without regard to any period of grace or requirement of notice
provided hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

         The Company will deliver to the Trustee, forthwith upon becoming aware
of an Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate specifying
with particularity such Event of Default or default and further stating what
action the Company has taken, is taking or proposes to take with respect
thereto.

         Any notice required to be given under this Section 6.07 or Section 5.05
shall be delivered to a Responsible Officer of the Trustee at its Corporate
Trust Office. In the event that the payment of the Debentures is accelerated
because of an Event of Default, the Company shall promptly provide written
notice to the Trustee specifying the names and addresses of the holders of
Senior Indebtedness if the Trustee (and not the Company) is to provide holders
of Senior Indebtedness notice of such acceleration under Section 5.05 of the
Indenture.

         Section 6.08. Additional Interest. (a) Upon the occurrence of a
Registration Default, the Company shall pay to each holder of Debentures
registrable under the Registration Rights Agreement, with respect to the first
90-day period immediately following the occurrence of a Registration Default,
Additional Interest on the Debentures computed by increasing the applicable
interest rate for the relevant period by 0.25% of the principal amount thereof
per year from and including the date of the Registration Default. The applicable
interest rate will increase by an additional 0.25% per year with respect to any
subsequent 90-day period, but in no event will the additional interest rate
exceed 1.00% per year in the aggregate regardless of the number of Registration
Defaults, until all Registration Defaults have been cured. Following the cure of
all Registration Defaults, the accrual of Additional Interest with respect to
the Debentures shall cease in accordance with the Registration Rights Agreement.

         (b) If, after the cure of all Registration Defaults then in effect,
there is a subsequent Registration Default, the additional interest rate for
such subsequent Registration Default shall initially be 0.25%, regardless of the
additional interest rate in effect with respect to any prior Registration
Default at the time of the cure of that Registration Default.

         (c) The Company shall notify the Trustee within five Business Days
after each and every date on which a Registration Default occurs. Additional
Interest shall be payable by the Company to the record holders of Debentures on



                                       45





<PAGE>

each Interest Payment Date in the manner provided for the payment of regular
interest.

         Section 6.09. Additional Interest Notice. In the event that the Company
is required to pay Additional Interest to holders of Debentures pursuant to the
Registration Rights Agreement, the Company will provide written notice
("Additional Interest Notice") to the Trustee of its obligation to pay
Additional Interest no later than fifteen days prior to the proposed payment
date for the Additional Interest, and the Additional Interest Notice shall set
forth the amount of Additional Interest to be paid by the Company on such
payment date. The Trustee shall not at any time be under any duty or
responsibility to any holder of Debentures to determine the Additional Interest,
or with respect to the nature, extent or calculation of the amount of Additional
Interest when made, or with respect to the method employed in such calculation
of the Additional Interest. Unless the Trustee receives an Additional Interest
Notice within the time period specified above, the Trustee is entitled to assume
that no Additional Interest is due and payable.

         Section 6.10. Additional Sums. If at any time the Trust shall be
required to pay any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the U.S., or any other
taxing authority, then, in any such case, the Company will pay, for so long as
the Trust is the holder of the Debentures, as additional interest ("Additional
Sums") on the Debentures such additional amounts as shall be required so that
the net amounts received and retained by the Trust after paying any such taxes,
duties, assessments or other governmental charges will be equal to the amounts
the Trust would have received had no such taxes, duties, assessments, or other
governmental charges been imposed.

         Section 6.11. Restrictions on Dividends. So long as any Preferred
Securities remain outstanding, the Company shall comply with Section 4.02(b)
hereof, subject to the limitations thereof set forth in Section 4.02(c), if (i)
the Company shall be in default with respect to its Guarantee Payments, as
defined in the Guarantee Agreement, or other payment obligations under the
Guarantee Agreement or (ii) there shall have occurred any Event of Default
hereunder.

         Section 6.12. Conversion of Debentures. So long as the Preferred
Securities are outstanding, the Company (i) shall cause the Trust not to convert
any Debentures except pursuant to a notice of conversion delivered to the
Conversion Agent by a holder of Preferred Securities and (ii) shall deliver
shares of Common Stock upon an election by the Holders of Preferred Securities
to convert such Preferred Securities into Common Stock.




                                       46





<PAGE>

                                   ARTICLE 7
             DEBENTUREHOLDERS' LISTS AND REPORTS BY THE COMPANY AND
                                  THE TRUSTEE

         Section 7.01. Debentureholders' Lists. The Company covenants and agrees
that it will furnish or cause to be furnished to the Trustee, quarterly, not
more than ten (10) days after each Record Date in each year beginning with the
Record Date with respect to any Interest Payment in June, 2002, and at such
other times as the Trustee may reasonably request in writing, within thirty (30)
days after receipt by the Company of any such request (or such lesser time as
the Trustee may reasonably request in order to enable it to timely provide any
notice to be provided by it hereunder), a list in such form as the Trustee may
reasonably require, containing all the information in the possession or control
of the Debenture Registrar, the Company or paying agents (other than the
Trustee) as to the names and addresses of the holders of Debentures, except that
no such list need be furnished by the Company to the Trustee so long as the
Trustee is acting as the sole Debenture Registrar.

         Section 7.02. Preservation and Disclosure of Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Debentures contained in the most recent list furnished to it as provided in
Section 7.01 or maintained by the Trustee in its capacity as Debenture Registrar
or co-registrar in respect of the Debentures, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) The rights of Debentureholders to communicate with other holders of
Debentures with respect to their rights under this Indenture or under the
Debentures, and the corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.

         (c) Every Debentureholder, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of holders of Debentures
made pursuant to the Trust Indenture Act.

         Section 7.03. Reports by Trustee.

         (a) Within sixty (60) days after June 15 of each year commencing with
the June 15 following the date of this Indenture, the Trustee shall transmit to
holders of Debentures a report dated as of June 15 of the year in which such
report is made concerning the Trustee and its actions under this Indenture as
may be required pursuant to the Trust Indenture Act and shall transmit such
other reports concerning the Trustee and its actions under this Indenture as
may be




                                       47





<PAGE>

required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

         (b) A copy of such report shall, at the time of such transmission to
holders of Debentures, be filed by the Trustee with the SEC and each stock
exchange and automated quotation system upon which the Debentures are listed, if
any, and with the Company. The Company will promptly notify the Trustee in
writing when the Debentures are listed on any stock exchange or automated
quotation system or delisted therefrom.

         Section 7.04. Reports by Company. The Company covenants:

         (a) to file with the Trustee, within 15 days after the Company is
required to file the same with the SEC, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the SEC may from time to time by rules and regulations
prescribe) which the Company may be required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
sections, then to file with the Trustee and the SEC, in accordance with rules
and regulations prescribed from time to time by the SEC, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act, as amended, in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;

         (b) to file with the Trustee and the SEC, in accordance with the rules
and regulations prescribed from time to time by the SEC, such additional
information, documents, and reports with respect to compliance by the Company
with the conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations; and

         (c) to transmit by mail to all holders of Debentures, as the names and
addresses of such holders appear on the Debenture Register, within 30 days after
the filing thereof with the Trustee, and to all holders whose names appear on
the list furnished or caused to be furnished to the Trustee by the Company under
Section 6.01, such summaries of any information, documents and reports required
to be filed by the Company pursuant to subsections (a) and (b) of this Section
7.04 as may be required by rules and regulations prescribed from time to time by
the SEC.

         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).



                                       48






<PAGE>


                                    ARTICLE 8
               REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS ON AN
                                EVENT OF DEFAULT

         Section 8.01. Events of Default; Acceleration of Maturity; Waiver of
Default.

         (a) Each of the following events shall constitute an event of default
with respect to the Debentures (whatever the reason for such event of default
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body) ("Events of Default"):

             (i) default in the payment of the principal of (or premium, if any,
         on) any of the Debentures as and when the same shall become due and
         payable either at maturity, upon redemption, by declaration or
         otherwise; or

             (ii) default in the payment of any installment of interest upon any
         of the Debentures as and when the same shall become due and payable,
         and continuance of such default for a period of 30 days, unless the
         Company has elected an Extended Interest Payment Period in accordance
         with Section 4.02; or

             (iii) failure to deliver shares of Common Stock, together with cash
         or scrip in lieu of any fractional shares, when such Common Stock and
         cash or scrip is required to be delivered upon conversion of the
         Debentures and continuance of such failure for ten Business Days; or

             (iv) failure on the part of the Company duly to observe or perform
         any other of the covenants or agreements on the part of the Company in
         the Debentures, in this Indenture or in any supplemental indenture
         under which the Debentures have been issued, for a period of 60 days
         after the date on which written notice of such failure (specified as a
         "Notice of Default"), requiring the Company to remedy the same, shall
         have been given to the Company by the Trustee or to the Company and the
         Trustee by holders of at least twenty-five percent in aggregate
         principal amount of the then Outstanding Debentures; or

             (v) a court or governmental agency having jurisdiction in the
         premises shall enter a decree or order for relief in respect of the
         Company in an involuntary case under any applicable federal or state
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appointing a receiver, liquidator, assignee, custodian, trustee,
         sequestrator (or similar official) of the Company or for any
         substantial part of its property or ordering the winding up or
         liquidation of its affairs, and such decree or


                                       49




<PAGE>



         order shall remain unstayed and in effect for a period of 60
         consecutive days; or

             (vi) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent to the entry of an order for relief in an
         involuntary case under any such law, or consent to the appointment or
         taking possession by a receiver, liquidator, assignee, custodian,
         trustee, sequestrator (or similar official) of the Company or for any
         substantial part of its property or make any general assignment for the
         benefit of creditors; or

             (vii) the Company shall admit in writing its inability to pay its
         debts generally as they become due, or corporate action shall be taken
         by the Company in furtherance of any of the aforesaid purposes.

         (b) If an Event of Default shall occur and be continuing, unless the
principal of all the Debentures shall have already become due and payable,
either the Trustee or the holders of not less than twenty-five percent in
aggregate principal amount of the then Outstanding Debentures hereunder, by
notice in writing to the Company (and to the Trustee if given by holders of the
Debentures), may declare the principal and all accrued and unpaid interest,
including any Compounded Interest and Additional Interest, of all the Debentures
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything contained in this
Indenture, in any supplemental indenture under which the Debentures have been
issued or in the Debentures to the contrary notwithstanding; provided that, if
upon an Event of Default, the Trustee or the holders of not less than
twenty-five percent in aggregate principal amount of the then Outstanding
Debentures do not make such declaration, the holders of not less than
twenty-five percent in aggregate Liquidation Preference of the Preferred
Securities then outstanding shall have such right, by notice in writing to the
Company and the Trustee, to declare the principal and all accrued and unpaid
interest, including any Compounded Interest and Additional Interest, of all the
Debentures to be due and payable immediately; provided further that, if an Event
of Default set forth in clauses (v), (vi) or (vii) of Section 8.01(a) above
occurs, such amounts shall ipso facto become and be immediately due and payable
without any declaration, notice or other act on the part of the Trustee, the
Company or any Debentureholder; and provided further, that in any case, that
such principal and interest shall remain subordinated to the extent provided in
Article 5.

         (c) The ability of the Debentureholders to declare the principal and
interest of the Debentures immediately due and payable pursuant to Section
8.01(b) above, other than the automatic acceleration following an Event of
Default set forth in Section 8.01(a)(v) through (vii), is subject to the
condition that if, at any time after the principal of the Debentures shall have
been so declared due and payable, and before any judgment or decree for the
payment of the monies due shall have been obtained or entered as hereinafter
provided, the


                                       50




<PAGE>


Company shall pay, or shall deposit with the Trustee a sum sufficient to pay,
all matured installments of interest upon all the Debentures and the principal
of (and premium, if any, on) any and all Debentures which shall have become due
otherwise than by declaration, with interest upon such principal (and premium,
if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon any overdue installments of interest at the same rate of
interest specified in the Debentures, to the date of such payment or deposit,
and such amount as shall be sufficient to cover reasonable compensation to the
Trustee, its agents and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith, and if any and all existing Events of Default, other
than the nonpayment of the principal of the Debentures which shall have become
due by declaration, shall have been remedied, then and in every such case the
holders of a majority in aggregate principal amount of the Debentures then
Outstanding by written notice to the Company and to the Trustee may waive all
defaults and rescind and annul such declaration and its consequences; but no
such waiver or rescission or annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon. In case the
Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such waiver or
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Trustee
and the holders of the Debentures shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the holders of the Debentures shall continue as though
no such proceedings had been taken.

         Section 8.02. Collection of Indebtedness by Trustee; Trustee May Prove
Debt. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any of the Debentures, as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (2) in case default shall be made in the payment of the
principal of (or premium, if any, on) any of the Debentures when the same shall
have become due and payable, whether upon maturity or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will pay
to the Trustee, for the benefit of the holders of the Debentures, the whole
amount that then shall have become due and payable on all Debentures for
principal (and premium, if any) and interest, with interest upon any overdue
principal (and premium, if any) and (to the extent that payment of such interest
is enforceable under applicable law) upon any overdue installments of interest
at the same rate as the rate of interest specified in the Debentures, and, in
addition thereto, such further amount as shall be sufficient to cover reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith.


                                       51




<PAGE>


         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree and may enforce any such
judgment or final decree against the Company or other obligor upon such
Debentures and collect in the manner provided by law out of the property of the
Company or other obligor upon such Debentures wherever situated the monies
adjudged or decreed to be payable.

         In case there shall be pending proceedings relative to the Company or
any other obligor upon the Debentures under Title 11 of the United States Code
or any other applicable Federal or State bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Company or its property or such other obligor, or in
case of any other judicial proceedings relative to the Company or other obligor
upon the Debentures, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of any
Debentures 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
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise, (a) to file and prove a claim or
claims for the whole amount of principal, premium, if any, and interest owing
and unpaid in respect of the Debentures 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 reasonable compensation to the Trustee, its
agents and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee except as a result of its
negligence or bad faith) and of the Debentureholders allowed in any judicial
proceedings relative to the Company or other obligor upon the Debentures, or to
the creditors or property of the Company or such other obligor, (b) unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Debentures in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and (c) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Debentureholders and of the Trustee on their behalf
and any receiver, assignee, liquidator, custodian, trustee or other similar
official is hereby authorized by each of the Debentureholders to make payments
to the Trustee and, in the event that the Trustee shall consent to the making of
payments directly to the Debentureholders, to pay the Trustee such amount as
shall be sufficient to cover reasonable compensation to the Trustee, its agents
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith.


                                       52




<PAGE>


         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Debentureholder any plan of reorganization, arrangement, adjustment or
composition affecting the Debentures or the rights of any holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Debentureholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.

         All rights of action and to assert claims under this Indenture, or
under any of the Debentures may be enforced by the Trustee without the
possession of any of the Debentures or the production thereof on any trial or
other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Debentures in respect of which such action was taken.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Debentures in respect to which such action was taken, and it shall not be
necessary to make any holders of such Debentures parties to any such
proceedings.

         In the case of a default hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture, or in aid of the exercise of any power
granted in this Indenture, or otherwise, and the Trustee may enforce any other
legal or equitable right vested in the Trustee by this Indenture or by law.

         Section 8.03. Application of Proceeds. Any monies collected by the
Trustee pursuant to Section 8.02 in respect of any Debentures shall be applied
in the order following, at the date or dates fixed by the Trustee and, in case
of the distribution of such monies on account of principal (or premium, if any)
or interest, upon presentation of the several Debentures in respect of which
monies have been collected and making a notation thereon the payment if only
partially paid, and upon surrender thereof if fully paid:

         First: To the payment of costs and expenses of collection, reasonable
compensation to the Trustee, its agents and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith;

         Second: In case the principal of the Debentures in respect of which
monies have been collected shall not have become due, to the payment of interest
on the


                                       53




<PAGE>


Debentures in default, in the order of the maturity of the installments of such
interest, with interest (to the extent that such interest has been collected by
the Trustee) upon the overdue installments of interest, at the same rate as the
rate of interest specified in the Debentures, such payments to be made ratably
to the persons entitled thereto;

         Third: In case the principal of the Debentures in respect of which
monies have been collected shall have become due by declaration or otherwise, to
the payment of the whole amount then owing and unpaid upon all of the Debentures
for principal (and premium, if any) and interest, with interest on the overdue
principal (and premium, if any), and (to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest, at the same
rate as the rate of interest specified in the Debentures, and in case such
monies shall be insufficient to pay in full the whole amount so due and unpaid
upon the Debentures, then to the payment of such principal (and premium, if any)
and interest without preference or priority of principal (and premium if any)
over interest, or of interest over principal (and premium, if any), or of any
installment of interest over any other installment of interest, or of any
Debentures over any other Debentures, ratably to the aggregate of such principal
(and premium, if any) and interest; and

         Fourth: To the Company.

         Section 8.04. Limitation on Suits by Debentureholders. No holder of any
Debentures shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a receiver, trustee, liquidator, custodian or other similar
official or for any other remedy hereunder, unless such holder previously shall
have given to the Trustee written notice of an Event of Default and unless also
the holders of not less than twenty-five percent in aggregate principal amount
of the Debentures then Outstanding shall have made written request upon the
Trustee to institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby and the Trustee, for 90 days after its receipt of such notice,
request and offer of indemnity, shall have failed to institute any such action
or proceedings and no direction inconsistent with such written request shall
have been given to the Trustee pursuant to Section 8.06; it being understood and
intended and being expressly covenanted by the taker and holder of every
Debenture with every other taker and holder and the Trustee that no one or more
holders of Debentures shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of any other holder of Debentures, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Debentures. For the protection and
enforcement of the provisions of this


                                       54




<PAGE>


Section, each and every Debentureholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

         Notwithstanding any other provision in this Indenture or any provision
of any Debenture, the right of any holder of any Debenture to receive payment of
the principal of, premium, if any and interest on such Debenture, on or after
the respective due dates expressed in such Debenture, or any Redemption Date, or
to receive Common Stock on or after the dates such stock should be delivered
upon exercise of such holder's conversion rights under Article 16 hereof or to
institute suit for the enforcement of any such payment or delivery on or after
such respective dates, shall not be impaired or affected without the consent of
such holder.

         Section 8.05. Powers and Remedies Cumulative; Delay or Omission Not
Waiver of Default. All powers and remedies given by this Article 8 to the
Trustee or to the Debentureholders, to the extent permitted by law, be deemed
cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Debentureholders, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the
Trustee or of any holder of the Debentures in exercising any right or power
accruing upon any default occurring and continuing as aforesaid shall impair
any such right or power or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
8.04, every power and remedy given by this Article 8 or by law to the Trustee
or to the Debentureholders may be exercised from time to time, and as often as
shall be deemed expedient, by the Trustee or by the Debentureholders.

         Section 8.06. Control by Debentureholders; Waiver of Defaults. The
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the Debentures by
this Indenture; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Indenture and provided further
that (subject to the provisions of Section 9.01) the Trustee shall have the
right to decline to follow any such direction if the Trustee, being advised by
counsel, shall determine that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith by its board of directors, the
executive committee, or a trust committee of directors or Responsible Officers
of the Trustee shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or if the Trustee in good faith shall
so determine that the actions or forebearances specified in or pursuant to such
direction would be unduly prejudicial to the interests of holders of the
Debentures not joining in the giving of said direction, it being understood that
(subject to Section 9.01) the Trustee shall have no duty to ascertain whether or
not such actions or forebearances are unduly prejudicial to such holders.
Nothing in this Indenture shall impair the right of the Trustee in its


                                       55




<PAGE>




discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Debentureholders. Prior to the
declaration of the maturity of the Debentures as provided in Section 8.01, the
holders of a majority in aggregate principal amount of the Debentures at the
time Outstanding may on behalf of the holders of all the Debentures waive any
past default hereunder and its consequences, except a default in the payment of
the principal of (or premium, if any) or interest on any of the Debentures. In
the case of any such waiver, the Company, the Trustee and the holders of the
Debentures shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

         Section 8.07. Right of Court to Require Filing of Undertaking to Pay
Costs. All parties to this Indenture agree, and each holder of any Debenture, by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, 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, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 8.07 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders, holding in the aggregate more than ten percent in principal
amount of the Debentures Outstanding, or to any suit instituted by any
Debentureholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debenture on or after the due date expressed
in such Debenture.

         Section 8.08. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert. Notwithstanding any other provision in this
Indenture, the Holder of any Debenture shall have the right, which is absolute
and unconditional, to receive payment of the principal of and premium on, if
any, and (subject to Section 4.02) interest, including Additional Interest and
Compound Interest, if any, on such Debenture as and when the same shall become
due and payable and to convert such Debenture in accordance with Article 16 and
to institute suit for the enforcement of any such payment and right to convert,
and such rights shall not be impaired without the consent of such Holder.

         For so long as any Preferred Securities remain outstanding, to the
fullest extent permitted by law and subject to the terms of this Indenture and
the Trust Agreement, upon an Event of Default specified in Sections 8.01(a)(i)
or 8.01(a)(ii), any holder of Preferred Securities shall have the right to
institute a proceeding directly against the Company, for enforcement of payment
to such holder of the principal amount of or interest on Debentures having a
principal amount equal to the Liquidation Preference of the Preferred Securities
of such holder (a "Direct Action"). Except as set forth in this Section, the
holders of


                                       56




<PAGE>


Preferred Securities shall have no right to execute any right or remedy
available to the Holders of, or in respect of, the Debentures.



                                   ARTICLE 9
                                   THE TRUSTEE

         Section 9.01. Duties and Responsibilities of Trustee. The Trustee,
prior to the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default has occurred (which has not been cured or waived), the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

         (a) prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred:

             (i) the duties and obligations of the Trustee shall be determined
         solely by the express provisions of this Indenture and the Trust
         Indenture Act, and the Trustee shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Indenture and no implied covenants or obligations shall
         be read into this Indenture and the Trust Indenture Act against the
         Trustee; and

             (ii) in the absence of bad faith and willful misconduct on the part
         of the Trustee, the Trustee may conclusively rely as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but, in the case of
         any such certificates or opinions which by any provisions hereof are
         specifically required to be furnished to the Trustee, the Trustee shall
         be under a duty to examine the same to determine whether or not they
         substantially conform to the requirements of this Indenture;

         (b) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Officers of the Trustee, unless the
Trustee was negligent in ascertaining the pertinent facts and the Trustee shall
not be liable for any action taken, suffered, or omitted to be taken by it in
good faith and


                                       57




<PAGE>


reasonably believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Indenture;

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the written direction
of the holders of not less than a majority in principal amount of the Debentures
at the time Outstanding determined as provided in Section 10.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

         (d) whether or not therein provided, every provision of this Indenture
that in any way relates to the Trustee shall be subject to the provisions of
this Section;

         (e) the Trustee shall not be liable in respect of any payment (as to
the correctness of amount, entitlement to receive or any other matters relating
to payment) or notice effected by the Company or any paying agent or any records
maintained by any co-registrar with respect to the Debentures;

         (f) if any party fails to deliver a notice relating to an event the
fact of which, pursuant to this Indenture, requires notice to be sent to the
Trustee, the Trustee may conclusively rely on its failure to receive such notice
as reason to act as if no such event occurred.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers.

         Section 9.02. Reliance on Documents, Opinions, etc. Except as otherwise
provided in Section 9.01:

         (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture,
Debenture or other paper or document (whether in its original or facsimile form)
believed by it in good faith to be genuine and to have been signed or presented
by the proper party or parties;

         (b) any request, direction, order, demand or other communication of the
Company mentioned herein shall be sufficiently evidenced by an Officers'
Certificate (unless other evidence in respect thereof be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Company;


                                       58




<PAGE>


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

         (d) 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 Debentureholders pursuant to the provisions of this
Indenture, unless such Debentureholders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby;

         (e) 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 by it with due care
hereunder;

         (f) 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 Debentures and this Indenture;

         (g) 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 each agent, custodian and other Person employed to act hereunder;
and

         (h) 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 9.03. Notice of Default. If a default occurs and is continuing
with respect to the Debentures and if it is known to the Trustee, the Trustee
shall mail to each Holder of a Debenture entitled to receive reports pursuant to
Section 7.04(c) notice of the Default within 90 days after it occurs. Except in
the case of a Default in payment of the principal or of or interest on the
Debentures, the Trustee may withhold the notice if and so long as its board of
directors, the executive committee, or a trust committee of directors or
Responsible Officers in good faith determines that withholding such notice is in
the best interest of the Debentureholders.

         Section 9.04. No Responsibility for Recitals, etc. The recitals
contained herein and in the Debentures (except in the Trustee's certificate of
authentication)


                                       59




<PAGE>




shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debentures. The Trustee shall not be accountable for the use or application by
the Company of any Debentures or the proceeds of any Debentures authenticated
and delivered by the Trustee in conformity with the provisions of this
Indenture.

         Section 9.05. Trustee, Paying Agents, Conversion Agents or Registrar
May Own Debentures. The Trustee, any paying agent, any conversion agent or
Debenture Registrar, in its individual or any other capacity, may become the
owner or pledgee of Debentures with the same rights it would have if it were not
Trustee, paying agent, conversion agent or Debenture Registrar. However, the
Trustee is subject to Section 9.09, Section 9.10, Section 9.13 and Section 9.14
of this Indenture.

         Section 9.06. Monies to Be Held in Trust. Subject to the provisions of
Section 14.04 and Section 5.02, all monies and properties received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as may be agreed in writing from time to time by
the Company and the Trustee.

         Section 9.07. Compensation and Indemnity.

         (a) The Company shall pay to the Trustee from time to time such
compensation for its services as is agreed upon in writing between the Company
and the Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses incurred by it in
connection with the performance of its duties under this Indenture. Such
expenses shall include the reasonable compensation and expenses of the Trustee's
agents and counsel.

         (b) The Company shall indemnify the Trustee against any and all loss,
claim, damage, expense or liability incurred by it arising out of or in
connection with its acceptance or administration of the trust or trusts
hereunder. The Trustee shall notify the Company promptly of any claim of which a
Responsible Officer has received written notice and for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall reasonably
cooperate in the defense. The Trustee may have separate counsel provided that
the Company shall pay the reasonable fees and expenses of such counsel. The
Company need not pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.


                                       60




<PAGE>



         (c) The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee's own negligence or willful
misconduct.

         (d) To secure the payment obligations of the Company pursuant to this
Section, the Trustee shall have a lien prior to the Debentures on all money or
property held or collected by the Trustee, except that held in trust to pay
principal and interest on the Debentures.

         (e) If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 8.01(a)(iv) or Section 8.01(a)(v) occurs, such
expenses and the compensation for such services are intended to constitute
expenses of administration under any Federal bankruptcy, insolvency or related
law.

         (f) The provisions of this Section 9.07 shall survive the termination
of this Indenture.

         Section 9.08. Officers' Certificate as Evidence. Except as otherwise
provided in Section 9.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, the
Trustee may request the delivery of an Officers' Certificate and such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or willful misconduct on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee.

         Section 9.09. Conflicting Interests of Trustee. The Trustee shall
comply with Section 310(b) of the Trust Indenture Act, subject to its right to
apply for a stay of its duty to resign under the penultimate paragraph of
Section 310(b) of the Trust Indenture Act; provided, however, that there shall
be excluded from the operation of Section 310(b)(1) of the Trust Indenture Act
any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Company are outstanding if
the requirements for such exclusion set forth in Section 301(b)(1) of the Trust
Indenture Act are met.

         Section 9.10. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000 (or if such Person is a member of a bank holding company system, its
bank holding company shall have a combined capital and surplus of at least
$50,000,000). If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of any supervising or examining
authority, then for the purposes of this Section 9.10 the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall


                                       61




<PAGE>



cease to be eligible in accordance with the provisions of this Section 9.10, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         Section 9.11. Resignation or Removal of Trustee.

         (a) The Trustee may at any time resign by giving written notice of such
resignation to the Company and to the holders of Debentures. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
who, at the time of such appointment, meets the requirements of Section 9.10 and
would not then be subject to a duty to resign under Section 9.10, by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment thirty (30) days after the mailing of such notice of
resignation to the Debentureholders, the resigning Trustee may, upon ten (10)
business days' notice to the Company and the Debentureholders, appoint a
successor identified in such notice or may petition, at the expense of the
Company, any court of competent jurisdiction for the appointment of a successor
trustee, or, if any Debentureholder who has been a bona fide holder of a
Debenture or Debentures for at least six (6) months may, subject to the
provisions of Section 8.07, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

         (b) In case at any time any of the following shall occur:

             (i) the Trustee shall fail to comply with Section 9.09 after
         written request therefor by the Company or by any Debentureholder who
         has been a bona fide holder of a Debenture or Debentures for at least
         six (6) months; or

             (ii) the Trustee shall cease to be eligible in accordance with the
         provisions of Section 9.09 and shall fail to resign after written
         request therefor by the Company or by any such Debentureholder; or

             (iii) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation;

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of


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<PAGE>


Section 8.07, any Debentureholder who has been a bona fide holder of a Debenture
or Debentures for at least six (6) months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor trustee; provided,
however, that if no successor trustee shall have been appointed and have
accepted appointment sixty (60) days after either the Company or the
Debentureholders has removed the trustee, the Trustee so removed may petition at
the expense of the Company any court of competent jurisdiction for an
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Debentures at the time Outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless, within ten (10) days after notice to the Company of such
nomination, the Company objects thereto, in which case the Trustee so removed or
any Debentureholder, or if such Trustee so removed or any Debentureholder fails
to act, the Company, upon the terms and conditions and otherwise as in Section
9.11(a) provided, may petition any court of competent jurisdiction for an
appointment of a successor trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 9.11 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 9.12.

         Section 9.12. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 9.11 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as trustee herein; but, nevertheless, on the written request
of the Company or of the successor trustee, the trustee ceasing to act shall,
upon payment of any amount then due it pursuant to the provisions of Section
9.07, execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Company shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a lien upon all property and funds held or collected by
such trustee as such, except for funds held in trust for the benefit of holders
of particular Debentures, to secure any amounts then due it pursuant to the
provisions of Section 9.07.

         No successor trustee can accept appointment as provided in this Section
9.12 unless, at the time of such acceptance, such successor trustee shall meet
the


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requirements of Section 9.10 and not then be subject to a duty to resign under
Section 9.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 9.12, the Company (or the former trustee, at the written direction
of the Company) shall mail or cause to be mailed notice of the succession of
such trustee hereunder to the holders of Debentures at their addresses as they
shall appear on the Debenture Register. If the Company fails to mail such notice
within ten (10) days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Company.

         Section 9.13. Succession by Merger, etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee (including any trust created
by this Indenture), shall be the successor to the Trustee hereunder without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that in the case of any corporation succeeding to all
or substantially all of the corporate trust business of the Trustee, such
corporation shall be qualified under the provisions of Section 9.09 and eligible
under the provisions of Section 9.09.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture, any of the Debentures shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee or authenticating agent
appointed by such predecessor trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee or any authenticating agent
appointed by such successor trustee may authenticate such Debentures in the name
of the successor trustee; and in all such cases such certificates shall have the
full force that is provided in the Debentures or in this Indenture; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Debentures in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

         Section 9.14. Preferential Collection of Claims. The Trustee shall
comply with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. A Trustee who
has resigned or been removed shall be subject to Section 311(a) of the Trust
Indenture Act to the extent indicated.


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                                   ARTICLE 10
                              THE DEBENTUREHOLDERS

         Section 10.01. Action by Debentureholders. Whenever in this Indenture
it is provided that all holders or the holders of a specified percentage in
aggregate principal amount of the Debentures may take any action (including the
making of any demand or request, the giving of any notice, consent, rescission,
annulment or waiver or the taking of any other action), the fact that at the
time of taking any such action, the holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by Debentureholders in person or by agent
or proxy appointed in writing, or (b) by the record of the holders of Debentures
voting in favor thereof at any meeting of Debentureholders duly called and held
in accordance with the provisions of Article 11, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of
Debentureholders. Whenever the Company or the Trustee solicits the taking of any
action by the holders of the Debentures, the Company or the Trustee may fix in
advance of such solicitation, a date as the record date for determining holders
entitled to take such action. The record date shall be not more than fifteen
(15) days prior to the date of commencement of solicitation of such action.

         Section 10.02. Proof of Execution by Debentureholders. Subject to the
provisions of Section 9.01, 9.02 and 11.05, proof of the execution of any
instrument by a Debentureholder or its agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee. The holding of Debentures shall be proved by the Debenture Register or
by a certificate of the Debenture Registrar.

         The record of any Debentureholders' meeting shall be proved in the
manner provided in Section 11.06.

         Section 10.03. Who are Deemed Absolute Owners. The Company, the
Trustee, any paying agent, any conversion agent and any Debenture Registrar may
deem the Person in whose name such Debenture shall be registered upon the
Debenture Register to be, and may treat it as, the absolute owner of such
Debenture (whether or not such Debenture shall be overdue and notwithstanding
any notation of ownership or other writing thereon made by any Person other than
the Company or any Debenture Registrar) for the purpose of receiving payment of
or on account of the principal of, premium, if any, and interest on such
Debenture, for conversion of such Debenture and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any conversion
agent nor any Debenture Registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being, or upon
his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for monies payable upon any
such Debenture.


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         Section 10.04. Company-Owned Debentures Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Debentures
have concurred in any direction, consent, waiver or other action under this
Indenture, Debentures which are owned by the Company, any Affiliate of the
Company or any other obligor on the Debentures shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination; provided,
however, that, for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, consent, waiver or other action,
only Debentures which a Responsible Officer of the Trustee actually knows are so
owned shall be so disregarded. Debentures so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 10.04
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Debentures and that the pledgee is not the Company, any
Affiliate of the Company or any such other obligor on the Debentures. In the
case of a dispute as to such right, any decision by the Trustee taken upon the
advice of counsel shall be full protection to the Trustee. Upon request of the
Trustee, the Company shall furnish to the Trustee promptly an Officers'
Certificate listing and identifying all Debentures, if any, known by the Company
to be owned or held by or for the account of any of the above described Persons,
and, subject to Section 9.01, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Debentures not listed therein are Outstanding for the
purpose of any such determination.

         Section 10.05. Revocation of Actions; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
10.01, of the taking of any action by all holders or the holders of the
percentage in aggregate principal amount of the Debentures specified in this
Indenture, any holder of a Debenture who has joined in such action may, by
filing written notice with the Trustee at its Corporate Trust Office and upon
proof of holding as provided in Section 10.02, revoke such action so far as
concerns such Debenture. Except as aforesaid, any such action taken by the
holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture and of any Debentures
issued in exchange or substitution therefor, irrespective of whether any
notation in regard thereto is made upon such Debenture or any Debenture issued
in exchange or substitution therefor.

                                   ARTICLE 11
                          MEETINGS OF DEBENTUREHOLDERS

         Section 11.01. Purpose of Meetings. A meeting of Debentureholders may
be called at any time and from time to time pursuant to the provisions of this
Article 11 for any of the following purposes:


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             (i) to give any notice to the Company or to the Trustee or to give
         any directions to the Trustee permitted under this Indenture, or to
         consent to the waiving of any default or Event of Default hereunder and
         its consequences, or to take any other action authorized to be taken by
         Debentureholders pursuant to any of the provisions of Article 8;

             (ii) to remove the Trustee and nominate a successor trustee
         pursuant to the provisions of Article 9;

             (iii) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 12.02; or

             (iv) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Debentures under any other provision of this Indenture or under
         applicable law.

         Section 11.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Debentureholders to take any action specified in Section
11.01, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of the Debentureholders, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting and the establishment of any record date pursuant to Section 10.01,
shall be mailed to holders of Debentures at their addresses as they shall appear
on the Debenture Register. Such notice shall also be mailed to the Company. Such
notices shall be mailed not less than twenty (20) nor more than ninety (90) days
prior to the date fixed for the meeting.

         Any meeting of Debentureholders shall be valid without notice if the
holders of all Debentures then Outstanding are present in person or by proxy or
if notice is waived before or after the meeting by the holders of all Debentures
Outstanding, and if the Company and the Trustee are either present by duly
authorized representatives or have, before or after the meeting, waived notice.

         Section 11.03. Call of Meetings by Company or Debentureholders. In case
at any time the Company, pursuant to a resolution of its Board of Directors, or
the holders of at least twenty-five percent (25%) in aggregate principal amount
of the Debentures then Outstanding, shall have requested the Trustee to call a
meeting of Debentureholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within twenty (20) days after receipt of
such request, then the Company or such Debentureholders may determine the time
and the place for such meeting and may call such meeting to take any action
authorized in Section 11.01, by mailing notice thereof as provided in Section
11.02.


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<PAGE>




         Section 11.04. Qualifications for Voting. To be entitled to vote at any
meeting of Debentureholders a person shall (a) be a holder of one or more
Debentures on the Record Date pertaining to such meeting or (b) be a person
appointed by an instrument in writing as proxy by a holder of one or more
Debentures on the Record Date pertaining to such meeting. The only persons who
shall be entitled to be present or to speak at any meeting of Debentureholders
shall be the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         Section 11.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debentureholders, in regard to proof of the holding
of Debentures and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debentureholders as provided in Section 11.03, in which case the
Company or the Debentureholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by vote of the holders of a
majority in principal amount of the Debentures represented at the meeting and
entitled to vote at the meeting.

         Subject to the provisions of Section 10.04, at any meeting each
Debentureholder or proxyholder shall be entitled to vote the aggregate principal
amount of Debentures held or represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Debenture challenged
as not Outstanding and ruled by the chairman of the meeting to be not
Outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debentures held by him or instruments in writing as aforesaid duly
designating him as the proxy to vote on behalf of other Debentureholders. Any
meeting of Debentureholders duly called pursuant to the provisions of Section
11.02 or 11.03 may be adjourned from time to time by the holders of a majority
of the aggregate principal amount of Debentures represented at the meeting,
whether or not constituting a quorum, and the meeting may be held as so
adjourned without further notice.

         Section 11.06. Voting. The vote upon any resolution submitted to any
meeting of Debentureholders shall be by written ballot on which shall be
subscribed the signatures of the holders of Debentures or of their
representatives by proxy and the outstanding principal amount of the Debentures
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any


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<PAGE>


resolution and who shall make and file with the secretary of the meeting their
verified written reports in duplicate of all votes cast at the meeting. A record
in duplicate of the proceedings of each meeting of Debentureholders shall be
prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 11.02. The record shall show the
principal amount of the Debentures voting in favor of or against any resolution.
The record shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one of the duplicates shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

         Section 11.07. No Delay of Rights by Meeting. Nothing contained in this
Article 11 shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Debentureholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Debentureholders under any of the provisions of this Indenture or of the
Debentures.

                                   ARTICLE 12
                             SUPPLEMENTAL INDENTURES

         Section 12.01. Supplemental Indentures Without Consent of
Debentureholders. The Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time, and at any time enter into
an indenture or indentures supplemental hereto for one or more of the following
purposes:

         (a) make provision with respect to the conversion rights of the holders
of Debentures pursuant to the requirements of Section 16.05(a)(v) and the
obligations of the Company pursuant to the requirements of Article 13;

         (b) subject to Article 5, to convey, transfer, assign, mortgage or
pledge to the Trustee as security for the Debentures, any property or assets;

         (c) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company pursuant to Article 13;


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<PAGE>


         (d) to add to the covenants of the Company such further covenants,
restrictions or conditions as the Board of Directors and the Trustee shall
consider to be for the benefit of the holders of Debentures, and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions a default or an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction or condition, such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

         (e) to provide for the issuance under this Indenture of Debentures in
coupon form (including Debentures registrable as to principal only) and to
provide for exchangeability of such Debentures with the Debentures issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

         (f) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture that shall not materially adversely affect the
interests of the holders of the Debentures;

         (g) to evidence and provide for the acceptance of appointment hereunder
by a successor Trustee with respect to the Debentures;

         (h) to modify, eliminate or add to the provisions of this Indenture to
such extent as shall be necessary to effect the qualifications of this Indenture
under the Trust Indenture Act, or under any similar federal statute hereafter
enacted; or

         (i) to provide for uncertificated Debentures in addition to or in place
of Certificated Debentures.

         Upon the written request of the Company, accompanied by a copy of the
resolutions of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture, the Trustee
is hereby authorized to join with the Company in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations that may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any supplemental indenture
that affects the Trustee's own rights, duties or immunities under this Indenture
or otherwise.


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<PAGE>



         Any supplemental indenture authorized by the provisions of this Section
12.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Debentures at the time Outstanding, notwithstanding any of
the provisions of Section 12.02.

         Notwithstanding any other provision of the Indenture or the Debentures,
the Registration Rights Agreement and the obligation to pay Additional Interest
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

         Section 12.02. Supplemental Indenture with Consent of Debentureholders.

         (a) With the consent (evidenced as provided in Article 10) of the
holders of (i) not less than a majority in aggregate principal amount of the
Debentures at the time Outstanding and (ii) so long as any Debentures are held
by the Property Trustee, the holders of not less than a majority in aggregate
Liquidation Preference of the Common Securities and Preferred Securities at the
time outstanding, voting together as a single class, or, in the event that an
Event of Default has occurred and is continuing, the holders of not less than a
majority in aggregate Liquidation Preference of the Preferred Securities at the
time outstanding, the Company, when authorized by the resolutions of the Board
of Directors, and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debenture, or
reduce the rate or extend the time of payment of interest thereon (other than
pursuant to Article 4 hereof), or reduce the principal amount thereof or
premium, if any, thereon, or reduce any amount payable on redemption thereof, or
impair the right of any Debentureholder to institute suit for the payment
thereof, or make the principal thereof or interest or premium, if any, thereon
payable in any coin or currency other than that provided in the Debentures, or
change any obligation of the Company to redeem any Debenture upon the happening
of a Change of Control or otherwise in a manner adverse to the holder of
Debentures, or impair the right to convert the Debentures pursuant to the terms
set forth herein, without the consent of the holder of each Debenture so
affected, or (ii) reduce the aforesaid percentage of Debentures or Preferred
Securities and Common Securities, the holders of which are required to consent
to any such supplemental indenture, without the consent of the holders of all
Debentures then Outstanding or Preferred Securities and Common Securities then
outstanding, as the case may be.

         (b) In addition, any amendment to, or waiver of, the provisions of this
Indenture relating to subordination of the Indenture that adversely affects the
rights of the Debentureholders will require the consent of the holders of (i) at
least


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<PAGE>



two-thirds in aggregate principal amount of the Debentures then Outstanding and
(ii) so long as any Debentures are held by the Property Trustee, at least
two-thirds in aggregate Liquidation Preference of the Preferred Securities at
the time outstanding.

         (c) Upon the written request of the Company, accompanied by a copy of
the resolutions of the Board of Directors certified by its Secretary or
Assistant Secretary authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of the consent of
Debentureholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture.

         It shall not be necessary for the consent of the Debentureholders under
this Section 12.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 12.03. Effect of Supplemental Indenture. Any supplemental
indenture executed pursuant to the provisions of this Article 12 shall comply
with the Trust Indenture Act, as then in effect, provided that this Section
12.03 shall not require such supplemental indenture or the Trustee to be
qualified under the Trust Indenture Act prior to the time such qualification is
in fact required under the terms of the Trust Indenture Act or the Indenture has
been qualified under the Trust Indenture Act, nor shall it constitute any
admission or acknowledgment by any party to such supplemental indenture that any
such qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 12, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Debentures
shall thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 12.04. Notation on Debentures. Debentures authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article 12 may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Debentures so modified as to
conform, in the opinion of the Trustee and the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may,
at the Company's


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<PAGE>



expense, be prepared and executed by the Company, authenticated by the Trustee
and delivered in exchange for the Debentures then Outstanding, upon surrender of
such Debentures then Outstanding.

         Section 12.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished to Trustee. Prior to entering into any supplemental indenture, the
Trustee may request an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article 12.

                                   ARTICLE 13
                              SUCCESSOR CORPORATION

         Section 13.01. Consolidation, Merger, Sale or Conveyance. Nothing
contained in this Indenture or in any of the Debentures shall prevent any
consolidation of the Company with, or merger of the Company into, any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers to which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale or conveyance
of the property of the Company (including stock of subsidiaries) as an entirety
or substantially as an entirety to any other corporation (whether or not
affiliated with the Company) authorized to acquire and own or operate the same;
provided, however, and the Company hereby covenants and agrees, that upon any
such consolidation, merger, sale or conveyance, (i) the due and punctual payment
of the principal of and premium, if any, and interest, including Additional
Interest and Compounded Interest, if any, on all of the Debentures, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, shall be expressly assumed, by supplemental indenture, satisfactory in
form to the Trustee, executed and delivered to the Trustee by the corporation
formed by such consolidation, or into which the Company shall have been merged,
or which shall have acquired such property and (ii) immediately after such
consolidation, merger, sale or conveyance, the corporation formed by such
consolidation, or into which the Company shall have been merged, will not be in
default in the performance of the covenants and conditions of this Indenture.

         Section 13.02. Assumption and Substitution. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein.

         Such successor corporation may cause to be signed, and may issue either
in its own name or in the name of Lucent Technologies Inc., any or all of the
Debentures issuable pursuant to the provisions of Section 2.01 which theretofore
shall not have been signed by the Company and delivered to the Trustee; and,
upon the order of such successor corporation instead of the Company and subject


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<PAGE>


to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee shall authenticate and shall deliver any Debentures which previously
shall have been signed and delivered by the officers of the Company to the
Trustee for authentication pursuant to such provisions and any Debentures which
such successor corporation thereafter shall cause to be signed and delivered to
the Trustee on its behalf for that purpose pursuant to such provisions. All the
Debentures so issued shall in all respects have the same legal rank and benefit
under this Indenture as the Debentures theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof.

         In case of any such consolidation, merger, sale or conveyance, such
changes in phraseology and form may be made in the Debentures thereafter to be
issued as may be appropriate.

         Nothing contained in this Indenture or in any of the Debentures shall
prevent the Company from merging into itself any other corporation or entity
(whether or not affiliated with the Company) or acquiring by purchase or
otherwise all or any part of the property of any other corporation or entity
(whether or not affiliated with the Company).

         Section 13.03. Opinion of Counsel. The Trustee, subject to the
provisions of Section 9.01, may receive an Opinion of Counsel as conclusive
evidence that any consolidation, merger, sale or conveyance and any such
assumption complies with the provisions of this Article 13.

                                   ARTICLE 14
                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 14.01. Discharge of Indenture. When (a) the Company shall
deliver to the Trustee for cancellation all Debentures theretofore authenticated
(other than any Debentures that have been mutilated and in exchange and
substitution for which other Debentures shall have been authenticated and made
available for delivery destroyed, lost or stolen and in lieu of and in
substitution for which other Debentures shall have been authenticated and made
available for delivery) and not theretofore canceled, or (b) all the Debentures
not theretofore canceled or delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of a Redemption Notice and the
Company shall deposit with the Trustee, in trust, funds sufficient to pay at
maturity or upon redemption of all of the Debentures (other than any Debentures
that have been mutilated and in exchange and substitution for which other
Debentures shall have been authenticated and made available for delivery
destroyed, lost or stolen and in lieu of and in substitution for which other
Debentures shall have been authenticated and made available for delivery) not
theretofore canceled or delivered to the


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<PAGE>



Trustee for cancellation, including principal and premium, if any, and interest
due or to become due to such date of maturity or Redemption Date, as the case
may be, but excluding, however, the amount of any monies for the payment of
principal of and premium, if any, or interest on the Debentures (1) theretofore
deposited with the Trustee and repaid by the Trustee to the Company in
accordance with the provisions of Section 14.04, or (2) paid to any State or to
the District of Columbia pursuant to its unclaimed property or similar laws, and
if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect (except as to (i) rights of registration of transfer, substitution and
exchange and conversion of Debentures, (ii) rights hereunder of Debentureholders
to receive payments of principal of and premium, if any, and interest on, the
Debentures and the other rights, duties and obligations of Debentureholders, as
beneficiaries hereof with respect to the amounts, if any, so deposited with the
Trustee , (iii) payment of any Additional Sums due pursuant to Section 6.10 or
Additional Interest due pursuant to Section 6.08, and (iv) the rights,
obligations and immunities of the Trustee hereunder), and the Trustee, on
written demand of the Company accompanied by an Officers' Certificate and an
Opinion of Counsel as required by Section 18.05 and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture; the Company, however, hereby agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Debentures.

         Section 14.02. Deposited Monies to Be Held in Trust by Trustee. Subject
to Section 14.04, all monies deposited with the Trustee pursuant to Section
14.01, provided that such deposit was not in violation of Article 5, shall be
held in trust for the sole benefit of the Debentureholders and not to be subject
to the subordination provisions of Article 5, and such monies shall be applied
by the Trustee to the payment, either directly or through any paying agent
(other than the Company), to the holders of the particular Debentures for the
payment or redemption of which such monies have been deposited with the Trustee,
of all sums due and to become due thereon for principal and interest and
premium, if any.

         Section 14.03. Paying Agent to Repay Monies Held. Upon the satisfaction
and discharge of this Indenture, all monies then held by any paying agent of the
Debentures (other than the Trustee) shall, upon written request of the Company,
be repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such monies.

         Section 14.04. Return of Unclaimed Monies. Subject to the requirements
of applicable law, any monies deposited with or paid to the Trustee for payment
of the principal of, premium, if any, or interest on Debentures and not applied
but remaining unclaimed by the holders of Debentures for two years after the
date upon which the principal of, premium, if any, or interest on such
Debentures, as


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the case may be, shall have become due and payable, shall be repaid to the
Company by the Trustee on demand and all liability of the Trustee shall
thereupon cease with respect to such monies; and the holder of any of the
Debentures shall thereafter look only to the Company for any payment that such
holder may be entitled to collect unless an applicable abandoned property law
designates another Person.

         Section 14.05. Reinstatement. If the Trustee or the paying agent is
unable to apply any money in accordance with Section 14.02 by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's obligations under this
Indenture and the Debentures shall be revived and reinstated as though no
deposit had occurred pursuant to Section 14.01 until such time as the Trustee or
the paying agent is permitted to apply all such money in accordance with Section
14.02; provided, however, that if the Company makes any payment of interest on
or principal of any Debenture following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the holders of such Debentures
to receive such payment from the money held by the Trustee or paying agent.

                                   ARTICLE 15
              IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                                    DIRECTORS

         Section 15.01. Indenture and Debentures Solely Corporate Obligations.
To the extent permitted by law, no recourse for the payment of the principal of
or premium, if any, or interest on any Debenture, or for any claim based thereon
or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture or in any Debenture, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder,
employee, agent, officer, director or subsidiary, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that all such liability is
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issue of the Debentures. Each
Debentureholder by accepting a Debenture waives and release all such liability.

                                   ARTICLE 16
                            CONVERSION OF DEBENTURES

         Section 16.01. Right to Convert. Subject to and upon compliance with
the provisions of this Indenture, including, without limitation, Article 5, the
holder of


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any Debenture shall have the right, at its option, at any time after the earlier
of (i) March 19, 2003, and (ii) the day immediately following the date of the
share distribution in connection with the Company's Spin-Off of Agere Systems
Inc., until 5:00 p.m., New York City time, on the Maturity Date (except that,
with respect to any Debenture or portion of a Debenture that shall be called for
redemption, such right shall terminate, except as provided in Section 16.02 or
Section 3.02, at the close of business on the Business Day next preceding the
applicable Redemption Date for such Debenture or portion of a Debenture unless
the Company shall default in payment due upon redemption thereof) to convert the
principal amount of any such Debenture, or any portion of such principal amount
which is equal to the $1,000 or an integral multiple thereof, into that number
of fully paid and non-assessable shares of Common Stock (as such shares shall
then be constituted) obtained by dividing the principal amount of the Debenture
or portion thereof surrendered for conversion by the Conversion Price in effect
at such time, by surrender of the Debenture so to be converted in whole or in
part in the manner provided, together with any required funds, as provided in
Section 16.02. A Debenture in respect of which a holder is exercising its option
to require redemption upon a Change of Control pursuant to Section 17.01 may be
converted only if such holder withdraws its election to exercise in accordance
with Section 17.01(e). A holder of Debentures is not entitled to any rights of a
holder of Common Stock until such holder has converted its Debentures to Common
Stock, and only to the extent such Debentures are deemed to have been converted
to Common Stock under this Article 16.

         Section 16.02. Exercise of Conversion Privilege; Issuance of Common
Stock on Conversion; No Adjustment for Interest or Dividends.

         (a) In order to exercise the conversion privilege with respect to any
Certificated Debenture, the holder of any such Debenture to be converted in
whole or in part shall surrender such Debenture, duly endorsed, at an office or
agency maintained by the Company pursuant to Section 6.02, accompanied by the
funds, if any, required by Section 16.02(e), and shall give written irrevocable
notice of conversion in the form entitled "Conversion Notice" provided on the
Debentures (or such other notice which is acceptable to the Company) to the
office or agency that the holder elects to convert such Debenture or the portion
thereof specified in said notice. Such notice shall also state the name or names
(with address or addresses) in which the certificate or certificates for shares
of Common Stock which shall be issuable on such conversion shall be issued, and
shall be accompanied by transfer taxes, if required pursuant to Section 16.06.
Each such Debenture surrendered for conversion shall, unless the shares issuable
on conversion are to be issued in the same name as the registration of such
Debenture, be duly endorsed by, or be accompanied by instruments of transfer in
form satisfactory to the Company duly executed by, the holder or his duly
authorized attorney.

         (b) In addition, a holder of Preferred Securities may exercise its
right under the Trust Agreement to convert such Preferred Securities into Common


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Stock by delivering to the Conversion Agent an irrevocable Conversion Notice
setting forth the information required as set forth above and directing the
Conversion Agent to (i) exchange such Preferred Security for a portion of the
Debentures held by the Trust (at an exchange rate of $1,000 principal amount of
Debenture for each $1,000 Liquidation Preference of Preferred Security) and (ii)
immediately convert such Debenture, on behalf of such holder, into Common Stock
pursuant to this Article 16, and, if such Preferred Securities are in
certificated form, surrendering such Preferred Securities, duly endorsed or
assigned to the Company or in blank. So long as any Preferred Securities are
outstanding, the Trust shall not convert any Debenture except pursuant to a
Conversion Notice delivered to the Conversion Agent by a holder of Preferred
Securities. Any reference herein to a "holder" of Preferred Securities shall
mean a "Holder" of such securities as defined in the Trust Agreement.

         (c) In order to exercise the conversion privilege with respect to any
beneficial interest in a Global Debenture, the beneficial holder must complete,
or cause to be completed, the appropriate instruction form for conversion
pursuant to the Depositary's book-entry conversion program, deliver, or cause to
be delivered, by book-entry delivery, the beneficial interest in such Global
Debenture, furnish appropriate endorsements and transfer documents if required
by the Company or the Trustee or conversion agent, and pay the funds, if any,
required by this Section 16.02 and any transfer taxes if required pursuant to
Section 16.06.

         Upon the conversion of an interest in a Global Debenture, the Trustee
(or other Conversion Agent appointed by the Company), or the Custodian at the
direction of the Trustee (or other Conversion Agent appointed by the Company),
shall make a notation on such Global Debenture as to the reduction in the
principal amount represented thereby. The Company shall notify the Trustee in
writing of any conversions of Debentures effected through any Conversion Agent
other than the Trustee.

         (d) As promptly as practicable after satisfaction of the requirements
for conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Debentureholder (as if such transfer were a transfer of the
Debenture or Debentures (or portion thereof) so converted), the Company shall
issue and shall deliver to such Debentureholder at the office or agency
maintained by the Company for such purpose pursuant to Section 6.02, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Debenture or portion thereof as determined
by the Company in accordance with the provisions of this Article 16 and scrip or
cash in respect of any fractional interest in respect of a share of Common Stock
arising upon such conversion, calculated by the Company as provided in Section
16.03. In case any Debenture of a denomination greater than $1,000 shall be
surrendered for partial conversion, and subject to Section 2.03, the Company
shall execute and the Trustee shall authenticate and deliver to the holder of
the Debenture so surrendered, without


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charge to such holder, a new Debenture or Debentures in authorized denominations
in an aggregate principal amount equal to the unconverted portion of the
surrendered Debenture.

         Each conversion shall be deemed to have been effected as to any such
Debenture (or portion thereof) on the date on which the requirements set forth
above in this Section 16.02 have been satisfied as to such Debenture (or portion
thereof), and the Person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the holder of record of the shares represented thereby;
provided, however, that any such surrender on any date when the stock transfer
books of the Company shall be closed shall consider the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
conversion shall be deemed to have been effected.

         (e) No adjustment in respect of interest on any Debenture converted or
dividends on any shares issued upon conversion of such Debenture will be made
upon any conversion except as set forth in the next sentence. If a Debenture (or
portion thereof) is surrendered for conversion during the period from the close
of business on any Record Date for the payment of interest to the close of
business on the Business Day preceding the following Interest Payment Date, such
Debenture (or portion thereof being converted), other than a Debenture (or
portion thereof) called for redemption on a Redemption Date occurring after such
Record Date and before such Interest Payment Date, must be accompanied by an
amount, in immediately available same day funds or other funds acceptable to the
Company, equal to the interest payable on such Interest Payment Date on the
principal amount being converted; provided, however, that no such payment shall
be required if there shall exist at the time of conversion an announced default
in the payment of interest on the Debentures.

         (f) The Company's delivery upon conversion of the number of shares of
Common Stock into which the Debentures surrendered for conversion are
convertible (together with cash or scrip in lieu of fractional shares) shall be
deemed to satisfy the Company's obligation to pay the principal amount at
maturity of the portion of Debentures so converted and any accrued and unpaid
interest thereon, including Compounded Interest and Additional Interest, if any.

         Section 16.03. Scrip or Cash in Lieu of Fractional Shares. No
fractional shares of Common Stock shall be issued upon conversion of Debentures.
In lieu thereof, the Company shall deliver, at its option and in its sole
discretion, (i) scrip that will entitle the holder to receive a full share of
Common Stock upon surrender of such scrip aggregating a full share or (ii) cash
based on the Sale Price on the Trading Day immediately prior to the day such
Debenture is converted. If more than one Debenture shall be surrendered for
conversion at one time by the same holder, the number of full shares of Common
Stock that shall be issuable


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<PAGE>



upon conversion shall be computed on the basis of the aggregate principal amount
of the Debentures (or specified portions thereof to the extent permitted hereby)
so surrendered.

         Section 16.04. Conversion Price. The conversion price shall be as
specified in the form of Debenture (herein called the "Conversion Price")
attached as Exhibit A hereto, subject to adjustment as provided in this Article
16.

         Section 16.05. Adjustment of Conversion Price.

         (a) The Conversion Price shall be adjusted from time to time by the
Company as follows:

             (i) Stock Splits and Combinations. In case the Company, at any time
         or from time to time after the date hereof (A) subdivides or splits the
         outstanding shares of Common Stock, (B) combines or reclassifies the
         outstanding shares of Common Stock into a smaller number of shares or
         (C) issues by reclassification of the shares of Common Stock any shares
         of Capital Stock of the Company, then, and in each such case, the
         Conversion Price in effect immediately prior to that event or the
         Record Date therefor, whichever is earlier, will be adjusted so that
         the holder of any Debentures thereafter surrendered for conversion
         shall be entitled to receive the number of shares of Common Stock or
         other securities of the Company which the holder would have owned or
         have been entitled to receive after the occurrence of any of the events
         described above, had those Debentures been surrendered for conversion
         immediately prior to the occurrence of that event or the Record Date
         therefor, whichever is earlier.

             (ii) Stock Dividends in Common Stock. In case the Company, at any
         time or from time to time after the date hereof pays a dividend or
         makes a distribution in shares of Common Stock on any class of Capital
         Stock of the Company other than dividends or distributions of shares of
         Common Stock or other securities with respect to which adjustments are
         provided in Section 16.05(a)(i) above, and the total number of shares
         constituting such dividend or distribution exceeds 10% of the total
         number of shares of Common Stock outstanding at the close of business
         on the record date fixed for determination of stockholders entitled to
         receive the dividend or distribution, the Conversion Price will be
         adjusted by multiplying (A) the Conversion Price immediately prior to
         the record date fixed for determination of stockholders entitled to
         receive the dividend or distribution, by (B) a fraction, the numerator
         of which will be the number of shares of Common Stock outstanding at
         the close of business on that record date and the denominator of which
         will be the sum of that number of shares and the total number of shares
         issued in that dividend or distribution.


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<PAGE>



                      In case the total number of shares constituting that
         dividend or distribution does not exceed 10% of the total number of
         shares of Common Stock outstanding at the close of business on the
         record date fixed for that dividend or distribution, the shares of
         Common Stock will be considered to be issued as a dividend or
         distribution at the time of any such next succeeding dividend or other
         distribution in which the number of shares of Common Stock issued,
         together with the number of shares issued in all previous such
         dividends and distributions for which no adjustment to the conversion
         price has been made, exceeds 10% of the total number of shares of
         Common Stock outstanding at the close of business on the record date
         for such dividend or distribution.

             (iii) Issuance of Rights or Warrants. In case the Company issues to
         all holders of Common Stock rights or warrants expiring within 45 days
         entitling those holders to subscribe for or purchase Common Stock at a
         price per share less than the Current Market Price, the Conversion
         Price in effect immediately prior to the close of business on the
         record date fixed for determination of stockholders entitled to receive
         those rights or warrants will be decreased by multiplying (A) the
         Conversion Price by (B) a fraction, the numerator of which is the sum
         of the number of shares of Common Stock outstanding at the close of
         business on that record date and the number of shares of Common Stock
         that the aggregate offering price of the total number of shares of
         Common Stock so offered for subscription or purchase would purchase at
         the Current Market Price and the denominator of which is the sum of the
         number of shares of Common Stock outstanding at the close of business
         on that record date and the number of additional shares of Common Stock
         so offered for subscription or purchase. For purposes of this
         subparagraph (iii), the issuance of rights or warrants to subscribe for
         or purchase securities convertible into Common Stock will be deemed to
         be the issuance of rights or warrants to purchase the Common Stock into
         which those securities are convertible at an aggregate offering price
         equal to the sum of the aggregate offering price of those securities
         and the minimum aggregate amount (if any) payable upon conversion of
         such securities into shares of Common Stock. Such adjustment will be
         made successively whenever any such event shall occurs.

             (iv) Distribution of Indebtedness, Securities or Assets. In case
         the Company distributes to all holders of Common Stock (whether by
         dividend or in a merger, amalgamation or consolidation or otherwise)
         evidences of indebtedness, shares of its Capital Stock of any class or
         series, other securities, cash or assets (other than Common Stock,
         rights or warrants referred to in subparagraph (iii) above, other than
         a dividend payable exclusively in cash, shares of Capital Stock or
         similar equity interests in the case of a Spin-Off referred to in the
         succeeding paragraph and other than as a result of a Fundamental Change
         referred to in


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         paragraph (v) below), the Conversion Price in effect immediately prior
         to the close of business on the record date fixed for determination of
         stockholders entitled to receive that distribution will be decreased by
         multiplying (A) the Conversion Price by (B) a fraction, the numerator
         of which is the Current Market Price of the Common Stock and the
         denominator of which is the Current Market Price of the Common Stock
         plus the Fair Market Value of the portion of those evidences of
         indebtedness, shares of the Company's Capital Stock, other securities,
         cash and assets so distributed applicable to one share of Common Stock.
         Such adjustment shall be made successively whenever any such event
         shall occur.

             In case of a Spin-Off, the Conversion Price in effect immediately
         before the close of business on the record date fixed for determination
         of stockholders entitled to receive the relevant dividend or other
         distribution will be decreased by multiplying (x) the Conversion Price
         by (y) a fraction, the numerator of which is the Current Market Price
         of the Common Stock and the denominator of which is the Current Market
         Price of the Common Stock plus the Fair Market Value of the portion of
         those shares of Capital Stock or similar equity interests so
         distributed applicable to one share of Common Stock.

             The adjustment to the Conversion Price under the preceding
         paragraph will occur at the earlier of (1) the tenth Trading Day from,
         and including, the effective date of the Spin-Off and (2) the date of
         the Initial Public Offering of the securities being distributed in the
         Spin-Off, if that Initial Public Offering is effected simultaneously
         with the Spin-Off.

             (v) Fundamental Changes. In case any transaction or event
         (including, without limitation, any merger, consolidation, combination,
         recapitalization, sale of assets, tender or exchange offer,
         reclassification, compulsory share exchange or liquidation) occurs in
         which all or substantially all outstanding shares of Common Stock are
         converted into or exchanged or acquired for or constitute the right to
         receive stock, other securities, cash, property or assets (each, a
         "Fundamental Change"), the holder of each Debenture Outstanding
         immediately prior to the occurrence of a Fundamental Change which
         remains Outstanding after that Fundamental Change has the right upon
         any subsequent conversion to receive the kind and amount of stock,
         other securities, cash, property or assets that the holder would have
         received if that Debenture had been converted immediately prior to the
         Fundamental Change.

                      In case of a Fundamental Change, the Company or the
         successor or purchasing Person, as the case may be, shall execute with
         the Trustee a supplemental indenture (which shall comply with the Trust
         Indenture Act as in force at the date of execution of such supplemental
         indenture) providing that such Debenture shall be convertible into the
         kind


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         and amount of shares of stock, other securities, cash or other property
         or assets receivable upon such Fundamental Change by a holder of a
         number of shares of Common Stock issuable upon conversion of such
         Debentures (assuming, for such purposes, a sufficient number of
         authorized shares of Common Stock are available to convert all such
         Debentures) immediately prior to such Fundamental Change assuming such
         holder of Common Stock did not exercise his rights of election, if any,
         as to the kind or amount of stock, other securities, cash or other
         property or assets receivable upon such Fundamental Change (provided
         that, if the kind or amount of stock, other securities, cash or other
         property or assets receivable upon such Fundamental Change is not the
         same for each share of Common Stock in respect of which such rights of
         election shall not have been exercised ("non-electing share"), then for
         the purposes of this Section 16.05 the kind and amount of stock, other
         securities, cash or other property or assets receivable upon such
         Fundamental Change for each non-electing share shall be deemed to be
         the kind and amount so receivable per share by a plurality of the
         non-electing shares). Such supplemental indenture shall provide for
         adjustments which shall be as nearly equivalent as may be practicable
         to the adjustments provided for in this Article 16.

             The Company shall cause notice of the execution of such
         supplemental indenture to be mailed to each holder of Debentures, at
         its address appearing on the Debenture Register provided for in Section
         2.05 of this Indenture, within twenty (20) days after execution
         thereof. Failure to deliver such notice shall not affect the legality
         or validity of such supplemental indenture.

             The above provisions of this Section shall similarly apply to
         successive Fundamental Changes.

             (vi) Special Adjustment for Some Changes of Control. In the event
         of a Fundamental Change that constitutes a Change of Control in a
         transaction or series of related transactions in which (A) the
         stockholders of the Company receive consideration per share of Common
         Stock that is greater than the Conversion Price, without giving effect
         to the adjustment described below, at the effective time of the Change
         of Control, and (B) at least 10%, but less than 75%, of the total
         consideration paid to the stockholders of the Company consists of cash,
         cash equivalents, securities or other assets (other than publicly
         traded securities) (collectively, "Non-Public Consideration"), then the
         Conversion Price will be adjusted so that, upon conversion of
         Debentures Outstanding after the Change of Control, in addition to the
         Common Stock or other securities deliverable upon the conversion of the
         Debentures as described in Section 16.01 and 16.02 and subparagraphs
         (i) through (v) above, the holder will receive, in respect of each
         Debenture, a number of publicly traded securities of the acquiror
         determined through the following calculation:


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<PAGE>




         PV Cash Flows x (Non-Public Consideration/Total Consideration)
                              Acquiror Stock Price

         where:
         PV Cash Flows =          the present value of the aggregate interest
                                  payments that would have been payable on a
                                  Debenture from the date of conversion through
                                  March 20, 2007 calculated using a discount
                                  rate equal to 2.00% plus the yield to maturity
                                  of U.S. Treasury securities having a maturity
                                  closest to, but not
                                  later than, March 20, 2007;

         Total
         Consideration =          the total value of the consideration payable
                                  to the Company's stockholders at the effective
                                  time of such Change of Control, with the value
                                  of any assets or securities other than cash or
                                  a publicly traded security being determined in
                                  good faith by the Board of Directors based on
                                  an opinion as to such value obtained from an
                                  accounting, appraisal or investment banking
                                  firm of international standing; and

         Acquiror Stock
         Price =                  the Sale Price of a share of the acquiror's
                                  publicly traded common stock or other publicly
                                  traded securities delivered in connection with
                                  the Change of Control transaction at the
                                  effective time of such Change of Control;


         provided, however, that if the consideration received by the Company's
         stockholders in respect of such Change of Control is greater than the
         Conversion Price at the effective time of the Change of Control and
         consists of at least 75% Non-Public Consideration or if the acquiror's
         common stock is not publicly traded, then upon conversion of Debentures
         Outstanding after such Change of Control, in lieu of the foregoing
         Conversion Price adjustment set forth in this subparagraph (vi), each
         holder shall be entitled to receive, in respect of each Debenture, an
         additional amount in cash calculated as follows:

         PV Cash Flows x (Non-Public Consideration/Total Consideration).

             (vii) Self-Tender. In case the Company or any of its Subsidiaries
         engages in a tender or exchange offer for all or any portion of


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<PAGE>


         the Common Stock that shall expire, and such tender or exchange offer
         (as amended upon the expiration thereof) shall require the payment to
         stockholders of consideration per share of Common Stock having a Fair
         Market Value that as of the last time (the "Expiration Time") tenders
         or exchanges may be made pursuant to such tender or exchange offer (as
         it may be amended) exceeds the Sale Price per share of Common Stock as
         of the Trading Day next succeeding the Expiration Time, the Conversion
         Price shall be decreased so that it shall equal the rate determined by
         (A) multiplying the Conversion Price in effect immediately prior to the
         Expiration Time by (B) a fraction, the numerator of which shall be the
         number of shares of Common Stock outstanding (including any tendered or
         exchanged shares) at the Expiration Time multiplied by the Sale Price
         per share of Common Stock as of the Trading Day next succeeding the
         Expiration Time and the denominator of which shall be the sum of (x)
         the Fair Market Value of the aggregate consideration payable to
         stockholders based on the acceptance (up to any maximum specified in
         the terms of the tender or exchange offer) of all shares of Common
         Stock validly tendered or exchanged and not withdrawn as of the
         Expiration Time (the shares of Common Stock deemed so accepted, up to
         any such maximum, being referred to as the "Purchased Shares") and (y)
         the product of the number of shares of Common Stock outstanding (less
         any Purchased Shares) at the Expiration Time and the Sale Price per
         share of Common Stock as of the Trading Day next succeeding the
         Expiration Time, such decrease to become effective as of the opening of
         business on the Trading Day next succeeding the Expiration Time. In the
         event that the Company is obligated to purchase shares of Common Stock
         pursuant to any such tender or exchange offer, but the Company is
         permanently prevented by applicable law from effecting any such
         purchases or all such purchases are rescinded, the Conversion Price
         shall again be adjusted to be the Conversion Price that would then be
         in effect if such tender or exchange offer had not been made.

             (viii) Extraordinary distribution in cash. In case the Company pays
         a dividend or makes a distribution in cash on the Common Stock and the
         amount of cash constituting the dividend or distribution, together with
         all other cash distributions made by the Company on the Common Stock in
         the preceding twelve months for which an adjustment has not been made
         previously pursuant to this Section 16.05(a)(viii), exceeds 15% of the
         Current Market Price of the Common Stock at the close of business on
         the day that the Common Stock trades ex-distribution, the Conversion
         Price in effect immediately before the close of business on the day
         that the Common Stock trades ex-distribution will be adjusted by
         multiplying (A) the Conversion Price by (B) a fraction, the numerator
         of which will be the Current Market Price of the Common Stock and the
         denominator of which will be the Current Market Price of the Common
         Stock plus the amount per share of such dividend or distribution, to
         the extent it exceeds 15% of


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<PAGE>



         the Current Market Price of the Common Stock at the close of business
         on the day that the Common Stock trades ex-distribution.

         (b) Anything in paragraph (a) to the contrary notwithstanding, the
Company shall not be required to give effect to any adjustment in the Conversion
Price unless and until the net effect of one or more adjustments (each of which
shall be carried forward until counted toward adjustment), determined as above
provided, shall have resulted in a change of the Conversion Price by at least
l%, and when the cumulative net effect of more than one adjustment so determined
shall be to change the Conversion Price by at least 1%, such change in the
Conversion Price shall thereupon be given effect. In the event that, at any time
as a result of the provisions of this Article 16, the holders of Debentures upon
subsequent conversion shall become entitled to receive any securities other than
Common Stock, the number of such other securities so receivable upon conversion
of Debentures shall thereafter be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the provisions
contained herein.

         (c) There shall be no adjustment of the Conversion Price in case of the
issuance of any Capital Stock of the Company in a merger, reorganization,
acquisition, reclassification, recapitalization or other similar transaction
except as provided in this Section.

         (d) In any case in which Article 16 requires that an adjustment as a
result of any event is to become effective from and after a record date, the
Company may elect to defer until after the occurrence of that event (i) issuing
to the holder of any Debentures converted after that record date and before the
occurrence of that event the additional shares of Common Stock issuable upon
that conversion over and above the shares issuable on the basis of the
Conversion Price in effect immediately prior to adjustment and (ii) paying to
such holder any amount by delivering scrip or cash in lieu of a fractional share
of Common Stock.

         (e) If the Company takes a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend or other distribution,
and shall thereafter and before the distribution to stockholders thereof, the
Company legally abandons its plan to pay or deliver the dividend or
distribution, then thereafter no adjustment in the number of shares of Common
Stock issuable upon conversion of Debentures or in the Conversion Price then in
effect shall be required by reason of the taking of the record.

         (f) The Board of Directors shall have the power to resolve any
ambiguity or, subject to applicable law, correct any error in this Article 16
and its action in so doing shall be final and conclusive.

         (g) The Company may make such reductions in the Conversion Price, in
addition to those required by Section 16.05(a) as the Board of Directors
considers to be advisable to avoid or diminish any income tax to holders of
Common Stock


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<PAGE>


or rights to purchase Common Stock resulting from any dividend or distribution
of stock (or rights to acquire stock) or from any event treated as such for
income tax purposes.

         To the extent permitted by applicable law, the Company from time to
time may reduce the Conversion Price by any amount for any period of time if the
period is at least twenty (20) days, the reduction is irrevocable during the
period and the Board of Directors shall have made a determination that such
reduction would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Price is reduced pursuant to the
preceding sentence, the Company shall provide Notice to holders of Debentures of
the reduction at least fifteen (15) days prior to the date the reduced
Conversion Price takes effect, and the Notice shall state the reduced Conversion
Price and the period during which it will be in effect.

         (h) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Price and may assume that the last
Conversion Price of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Company shall provide Notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the date on which each adjustment becomes effective to the holders of
Debentures. Failure to deliver the Notice shall not affect the legality or
validity of any such adjustment.

         (i) For purposes of this Section 16.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Company. The Company will not pay any dividend or make any distribution on
shares of Common Stock held in the treasury of the Company.

         Section 16.06. Taxes on Shares Issued. The issue of stock certificates
on conversions of Debentures shall be made without charge to the converting
Debentureholder for any tax in respect of the issue thereof. The Company shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than that
of the holder of any Debenture converted, and the Company shall not be required
to issue or deliver any such stock certificate unless and until the Person or
Persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.

         Section 16.07. Reservation of Shares; Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The


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Company shall at all times reserve and keep available, free from preemptive
rights, out of its authorized but unissued shares or shares held in treasury,
sufficient shares of Common Stock to permit the conversion of all the
Outstanding Debentures as such Debentures are presented for conversion from time
to time.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Debentures, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

         Subject to Section 16.06, the Company covenants that all shares of
Common Stock which may be issued upon conversion of Debentures will upon
delivery be fully paid and nonassessable, free from all taxes, liens and charges
and not subject to any preemptive rights.

         The Company further covenants that, if at any time the Common Stock
shall be listed on The Nasdaq National Market or any other national securities
exchange or automated quotation system, the Company will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Debentures;
provided, however, that, if the rules of such exchange or automated quotation
system permit the Company to defer the listing of such Common Stock until the
first conversion of the Debentures into Common Stock in accordance with the
provisions of this Indenture, the Company covenants to list such Common Stock
issuable upon conversion of the Debentures in accordance with the requirements
of such exchange or automated quotation system at such time.

          Section 16.08. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Debentures to determine the Conversion Price or whether any
facts exist which may require any adjustment of the Conversion Price, or with
respect to the nature or extent or calculation of any such adjustment when made,
or with respect to the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same. The Trustee and any
other conversion agent shall not be accountable with respect to the validity
or value (or the kind or amount) of any shares of Common Stock, or of any
securities or property, which may at any time be issued or delivered upon the
conversion of any Debenture; and the Trustee and any other conversion agent
make no representations with respect thereto. Neither the Trustee nor any
conversion agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other
securities or property or cash upon the surrender of any Debenture for the
purpose of conversion or to comply with any of the duties, responsibilities or
covenants of the Company contained in this Article 16. Without


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limiting the generality of the foregoing, neither the Trustee nor any conversion
agent shall be under any responsibility to determine the correctness of any
provisions contained in any supplemental indenture entered into pursuant to
Section 16.05 relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Debentureholders upon the
conversion of their Debentures after any event referred to in such Section 16.05
or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 9.01, may accept as conclusive evidence of the correctness
of any such provisions, and shall be protected in relying upon, the Officers'
Certificate (which the Company shall be obligated to file with the Trustee prior
to the execution of any such supplemental indenture) with respect thereto.

         Section 16.09. Notice to Holders Prior to Certain Actions. In case:

         (a) the Company take any action that would require an adjustment in the
Conversion Price pursuant to Section 16.05; or

         (b) of the voluntary or involuntary dissolution, liquidation or winding
up of the Company;

the Company shall cause to be filed with the Trustee and provide to each holder
of Debentures at least ten (10) days prior to the applicable date hereinafter
specified, Notice stating (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights or warrants, or, if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distribution or rights are to be determined, or
(y), if known, the date on which such reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation or winding up is expected to become
effective or occur, and, if known, the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their Common
Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

                                   ARTICLE 17
                                CHANGE OF CONTROL

         Section 17.01. Change of Control Put Right.

         (a) If a Change of Control occurs, each holder of Debentures that
remain Outstanding after the Change of Control will have the right to require
the Company to redeem all or any part of such holder's Outstanding Debentures at
the Company Redemption Price.


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<PAGE>


         (b) Holders of the Debentures will not have the right set forth in
paragraph (a) above if:

             (i) the Sale Price per share of the Common Stock for any five
         Trading Days within the period of 10 consecutive Trading Days ending
         immediately after the later of the Change of Control or the public
         announcement thereof (in the case of a Change of Control under
         paragraph (a) of the definition of "Change of Control" in Section 1.01)
         or the period of 10 consecutive Trading Days ending immediately before
         the Change of Control (in the case of a Change of Control under
         paragraph (b), (c) or (d) of the definition of "Change of Control" in
         Section 1.01) shall equal or exceed 105% of the Conversion Price, as
         adjusted pursuant to Section 16.05, immediately after the later of the
         Change of Control and the public announcement thereof; or

             (ii) at least 95% of the consideration in the Change of Control
         transaction consists of Capital Stock traded on a U.S. national
         securities exchange or quoted on the Nasdaq National Market, and as a
         result of the transaction, the Debentures become convertible solely
         into this Capital Stock.

         (c) Within 30 days following any Change of Control, the Company shall
mail a notice to each holder with a copy to the Trustee stating:

             (i) that a Change of Control has occurred and a description of the
         offer of redemption;

             (ii) the Redemption Date (which shall be no earlier than 30 days
         nor later than 60 days from the date such notice is mailed); and

             (iii) the instructions determined by the Company, consistent with
         this Section, that a holder must follow in order to have its Debentures
         redeemed.

         (d) The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations to the extent
those laws and regulations are applicable in connection with the redemption of
Debentures as a result of a Change of Control with respect to the Company. To
the extent that the provisions of any securities laws or regulations conflict
with any of the provisions of this Section, the Company will comply with the
applicable securities laws and regulations and will be deemed not to have
breached its obligations under this Section.

         (e) For a Debenture to be redeemed as provided in this Section, the
Company must receive at the office or agency of the Company maintained for that
purpose a "Notice of Election of Redemption Upon A Change of Control" on the
reverse thereof duly completed, together with such Debentures duly endorsed


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<PAGE>


for transfer three Business Days prior to the Redemption Date. All questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Debenture for redemption shall be determined by the Company, whose determination
shall be final and binding absent manifest error. A Holder may withdraw its
Notice of Election of Redemption Upon a Change of Control at any time prior to
5:00 p.m., New York City time, on the day that is two Business Days prior to the
Redemption Date. Such notice of withdrawal shall state (i) the aggregate
principal amount of Debentures being withdrawn, (ii) in the case of Certificated
Debentures, the certificate numbers of the Debentures being withdrawn and (iii)
the aggregate principal amount of Debentures, if any, that remain subject to the
Notice of Election of Redemption Upon a Change of Control and may be in the form
of the "Notice of Withdrawal of Election of Redemption upon a Change of Control"
on the reverse of the Debenture.

         On the Redemption Date set forth in the notice mailed to holders
pursuant to subsection (c) above, the Company will, to the extent lawful, (i)
redeem all Debentures properly tendered, (ii) deposit with the Trustee an amount
equal to the Company Redemption Price of the Debentures so tendered and (iii)
deliver or cause to be delivered to the Trustee Debentures so accepted together
with an Officers' Certificate stating the aggregate principal amount of the
Debentures being redeemed by the Company. The Trustee will promptly mail or
deliver to each holder of Debentures so tendered the applicable payment for
those Debentures, and, for Debentures redeemed in part only, the Company shall
execute and the Trustee shall authenticate and make delivery to the Holder
thereof, at the expense of the Company, a new Debenture or Debentures, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Debentures so presented. The Company shall publicly announce the results of
its offer on or as soon as practicable after the Redemption Date for the
redemption of Debentures in connection with a Change of Control.

         (f) In addition, a Holder of Preferred Securities may exercise its
right under the Trust Agreement to redeem such Preferred Securities following a
Change of Control by delivering to the Conversion Agent a Notice of Election of
Redemption Upon a Change of Control and directing the Conversion Agent to (i)
exchange such Preferred Security for a portion of the Debentures held by the
Trust (at an exchange rate of $1,000 principal amount of Debenture for each
Liquidation Preference of Preferred Security) and (ii) tender such Debenture, on
behalf of such Holder of Preferred Securities, to the Company for redemption
pursuant to this Article 17, and, if such Preferred Securities are in
certificated form, surrendering such Preferred Securities, duly endorsed or
assigned to the Company or in blank. So long as any Preferred Securities are
outstanding, the Trust shall not tender any Debenture to the Company following a
Change of Control except pursuant to a Notice of Election of Redemption Upon a
Change of Control delivered to the Conversion Agent by a Holder of Preferred
Securities.

         (g) The Company will not be required to make an offer to redeem any
Debentures upon the occurrence of a Change of Control if a third party makes an


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<PAGE>




offer to purchase the Debentures in the manner, at the times and otherwise in
compliance with the requirements described in this Section and purchases all
Debentures validly tendered and not withdrawn.

         (h) The right of the holders of Debentures described in this Section
will be subject to the Company's obligation to repay or repurchase all of its
Senior Indebtedness required to be repurchased or repaid in connection with a
transaction or event that constitutes a Change of Control and to any contractual
restrictions then contained in the Company's Senior Indebtedness.

         When the Company shall have satisfied these obligations or these
obligations are not applicable to the Company, the Company shall then redeem all
Debentures tendered for purchase by the Company upon a Change of Control
pursuant to this Section.

                                   ARTICLE 18
                            MISCELLANEOUS PROVISIONS

         Section 18.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements by the Company contained in
this Indenture shall bind its successors and assigns whether so expressed or
not.

         Section 18.02. Official Acts by Successor Corporation. Any act or
proceeding under any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee or officer of any Person that shall at the time be the lawful sole
successor of the Company.

         Section 18.03. Addresses for Notices, etc. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debentures on the Company shall be
deemed to have been sufficiently given or made, for all purposes, if it is in
writing given or served by being deposited postage prepaid by registered or
certified mail in a post office letter box or sent by facsimile transmission
(confirmed by hard copy) addressed (until another address is filed by the
Company with the Trustee) to Lucent Technologies Inc., 600 Mountain Avenue,
Murray Hill, New Jersey, 07974, Attention: Assistant Treasury, Capital Markets,
Facsimile No. (908) 582-0294, with a copy to Lucent Technologies Inc., 600
Mountain Avenue, Murray Hill, New Jersey 07974, Attention: Senior Vice
President, General Counsel and Secretary, Facsimile No. (908) 582-6130. Any
notice, direction, request or demand hereunder to or upon the Trustee shall be
given or served by being deposited, postage prepaid, by registered or certified
mail in a post office letter box or sent by facsimile transmission (confirmed by
hard copy) addressed to the Corporate Trust Office, which office is, at the date
as of which this Indenture is dated, located at The Bank of New York, 101
Barclay Street, 21st Floor West,


                                       92




<PAGE>


New York, New York 10286, Attention: Corporate Trust Administration, Facsimile
No. (212) 896-7298.

         The Company or Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication mailed to a Debentureholder shall be mailed
to him by first class mail, postage prepaid, at his address as it appears on the
Debenture Register and shall be sufficiently given to him if so mailed within
the time prescribed.

         Failure to mail or deliver a notice, Notice or communication to a
Debentureholder or any defect in it shall not affect its sufficiency with
respect to other Debentureholders. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not the addressee receives
it; provided, however, that any notice or communication to the Trustee shall be
deemed given only upon receipt.

         In case, by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as required
by this Indenture, then such method of notification as shall be made with the
approval of the Trustee shall constitute a sufficient mailing of such notice.

         Section 18.04. Governing Law. This Indenture and each Debenture shall
be deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of the State of New
York, without regard to the conflict of laws provisions thereof.

         Section 18.05. Evidence of Compliance with Conditions Precedent;
Certificates To Trustee. Upon any application or demand by the Company to the
Trustee to take any action under any of the provisions of this Indenture, the
Company shall furnish to the Trustee 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 an
Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include: (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statement or opinion contained in such certificate or opinion is
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a


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<PAGE>


statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.

         Section 18.06. Legal Holidays. In any case in which the date of
maturity of interest on or principal of the Debentures or the date fixed for
redemption of any Debenture will not be a Business Day, then payment of such
interest on or principal of the Debentures need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on the date of maturity or the date fixed for redemption, and no
interest on such payment shall accrue for the period from and after such date.

         Section 18.07. Trust Indenture Act. This Indenture is hereby made
subject to, and shall be governed by, the provisions of the Trust Indenture Act
required to be part of and to govern indentures qualified under the Trust
Indenture Act; provided, however, that this Section 18.07 shall not require this
Indenture or the Trustee to be qualified under the Trust Indenture Act prior to
the time such qualification is in fact required under the terms of the Trust
Indenture Act, nor shall it constitute any admission or acknowledgment by any
party to the Indenture that any such qualification is required prior to the time
such qualification is in fact required under the terms of the Trust Indenture
Act. If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in an indenture qualified
under the Trust Indenture Act, such required provision shall control.

         Section 18.08. No Security Interest Created. Nothing in this Indenture
or the Debentures, expressed or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect, in any jurisdiction in which property of
the Company and its Subsidiaries is located, other than the security interest
granted to the Trustee in Section 9.07.

         Section 18.09. Benefits of Indenture. Nothing in this Indenture or in
the Debentures, express or implied, shall give to any Person, other than the
parties hereto, any paying agent, any authenticating agent, any Debenture
Registrar and their successors hereunder, the holders of Debentures, the holders
of Preferred Securities and the holders of Senior Indebtedness, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 18.10. Table of Contents, Headings, etc. The table of contents
and the titles and headings of the articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 18.11. Authenticating Agent. The Trustee may appoint an
authenticating agent that shall be authorized to act on its behalf, and subject
to its direction, in the authentication and delivery of Debentures in connection
with the original issuance thereof and transfers, exchanges and substitutions of
Debentures


                                       94




<PAGE>



hereunder, including under Section 2.04, 2.05, 2.06, 2.07, 3.03, 3.04(b), 12.04
and 16.02 as fully to all intents and purposes as though the authenticating
agent had been expressly authorized by this Indenture and those Sections to
authenticate and deliver Debentures. For all purposes of this Indenture, the
authentication and delivery of Debentures by the authenticating agent shall be
deemed to be authentication and delivery of such Debentures "by the Trustee" and
a certificate of authentication executed on behalf of the Trustee by an
authenticating agent shall be deemed to satisfy any requirement hereunder or in
the Debentures for the Trustee's certificate of authentication. Such
authenticating agent shall at all times be a Person eligible to serve as trustee
hereunder pursuant to Section 9.09.

         Any corporation into which any authenticating agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any authenticating agent
shall be a party, or any corporation succeeding to the corporate trust business
of any authenticating agent, shall be the successor of the authenticating agent
hereunder, if such successor corporation is otherwise eligible under this
Section 18.11, without the execution or filing of any paper or any further act
on the part of the parties hereto or the authenticating agent or such successor
corporation.

         Any authenticating agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any authenticating agent by giving written notice
of termination to such authenticating agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any authenticating agent shall cease to be eligible under this Section, the
Trustee shall either promptly appoint a successor authenticating agent or itself
assume the duties and obligations of the former authenticating agent under this
Indenture and, upon such appointment of a successor authenticating agent, if
made, shall give written notice of such appointment of a successor
authenticating agent to the Company and shall mail notice of such appointment of
a successor authenticating agent to all holders of Debentures as the names and
addresses of such holders appear on the Debenture Register.

         The Company agrees to pay to the authenticating agent from time to time
such reasonable compensation for its services as shall be agreed upon in writing
between the Company and the authenticating agent.

         The provisions of Section 9.02, 9.04, 9.05, 10.03 and this Section
18.11 shall be applicable to any authenticating agent.

         Section 18.12. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

         Section 18.13. Severability. In case any provision in this Indenture or
in the Debentures shall be invalid, illegal or unenforceable, then (to the
extent


                                       95




<PAGE>


permitted by law) the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         Section 18.14. No Adverse Interpretation Of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or an Affiliate. No such indenture, loan or debt agreement may be
used to interpret this Indenture.

         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.


                                       96




<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed.



                                         LUCENT TECHNOLOGIES INC.


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


                                         THE BANK OF NEW YORK, as Trustee


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




<PAGE>


                                                                       EXHIBIT A

         For Global Debenture only: UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR DEPOSITARY FOR
THE CERTIFICATES) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         NEITHER THIS SECURITY NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF
THIS SECURITY HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF
(OR A PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF
THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH
TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY OR AN AFFILIATE OF THE
COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
(AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF
TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION
COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT (AS INDICATED
BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE
REVERSE OF THIS SECURITY) OR (5) PURSUANT TO AN EFFECTIVE

                                      A-1




<PAGE>


REGISTRATION STATEMENT UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED
BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS
SECURITY), IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT (I) IT IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A OR (Y) A NON-U.S. PERSON AND (II) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE. HEDGING TRANSACTIONS INVOLVING SECURITIES
SOLD IN RELIANCE ON REGULATION S MAY NOT BE CONDUCTED UNLESS CONDUCTED IN
COMPLIANCE WITH THE SECURITIES ACT.

         THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE PER $1,000 PRINCIPAL AMOUNT OF
THIS SECURITY IS $1,000, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,162.50, THE
ISSUE DATE IS MARCH 19, 2002 AND THE YIELD TO MATURITY, COMPOUNDED QUARTERLY, IS
7.75%.

                                      A-2




<PAGE>


                            LUCENT TECHNOLOGIES INC.

               7.75% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2017

                                                   CUSIP No:  549463 AF 4
                                                   ISIN:            US549463AF41

No.                                                 $[_______________]

         Lucent Technologies Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company",
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to
[__________________] or its registered assigns, the principal sum of
[_________________] dollars [($___________)] or such other amount as set forth
on Schedule A hereto on March 15, 2017, at the office or agency of the Company
maintained for that purpose in accordance with the terms of the Indenture, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
interest, quarterly, subject to deferral as set forth herein, on March 15, June
15, September 15 and December 15 (each, an "Interest Payment Date") of each
year, commencing June 15, 2002, on said principal sum at said office or agency,
in like coin or currency, at the rate per annum of 7.75% per annum, plus
Compounded Interest and Additional Interest, if any, from March 19, 2002, or
from the Interest Payment Date on which interest has been paid or duly provided
for, until payment of said principal sum has been made or duly provided for;
provided, however, that if the Company shall default in the payment of interest
due on such Interest Payment Date, then this Debenture shall bear interest from
the next preceding Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such
Debenture, from March 19, 2002. The Company further hereby promises to pay, at
said office or agency, in like coin or currency, (i) any Additional Interest
that it may from time to time be required to pay pursuant to Section 2(d) of the
Registration Rights Agreement and (ii) any Compounded Interest on interest
deferred pursuant to Section 4.02(a) of the Indenture, in each case, at the same
time and in the same manner as payments of interest as specified above. Except
as otherwise provided in the Indenture, the interest, Compounded Interest and
Additional Interest payable on this Debenture pursuant to the Indenture on any
Interest Payment Date will be paid to the Person entitled thereto as it appears
in the Debenture Register at the close of business on the record date, which
shall be the first day of each month in which such Interest Payment Date occurs
(whether or not a Business Day), as provided in the Indenture; provided,
however, that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture.

                                      A-3




<PAGE>



         Reference is made to the further provisions of this Debenture set forth
on the reverse hereof, including, without limitation, provisions subordinating
the payment of principal of and premium, if any, and interest on the Debentures
to the prior payment in full of all Senior Indebtedness, and provisions giving
the holder of this Debenture the right to convert this Debenture into Common
Stock of the Company on the terms and subject to the limitations referred to on
the reverse hereof and as more fully specified in the Indenture. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

         This Debenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance
with and governed by the laws of the State of New York, without regard to
principles of conflicts of laws.

         This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been manually signed
by the Trustee or a duly authorized authenticating agent under the Indenture.

                                      A-4




<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Debenture to be duly
executed.

                                                    LUCENT TECHNOLOGIES INC.

                                                    By:
                                                       -------------------------
                                                       Name:
                                                       Title:
                                                       Dated:
Attest:
        ----------------------------
        Name:
        Title:
        Dated:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debentures described in the within-named Indenture.

THE BANK OF NEW YORK, as Trustee


[[AUTHENTICATING AGENT], as Authenticating Agent]



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

                                      A-5




<PAGE>


                            LUCENT TECHNOLOGIES INC.

               7.75% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2017

         This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 7.75% Convertible Subordinated Debentures due 2017
(herein called the "Debentures"), and issued under and pursuant to an Indenture
dated as of March 19, 2002 (herein called the "Indenture"), between the Company
and The Bank of New York, as trustee (herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures.

         If an Event of Default shall occur and be continuing, unless the
principal of all the Debentures shall have already become due and payable,
either the Trustee or the holders of not less than twenty-five percent in
aggregate principal amount of the then Outstanding Debentures hereunder, by
notice in writing to the Company (and to the Trustee if given by holders of the
Debentures), may declare the principal and all accrued and unpaid interest,
including any Compounded Interest and Additional Interest, of all the Debentures
to be due and payable immediately, and upon any such declaration the same shall
become and shall be immediately due and payable, anything contained in this
Indenture, in any supplemental indenture under which the Debentures have been
issued or in the Debentures to the contrary notwithstanding; provided that, if
upon an Event of Default, the Trustee or the holders of not less than
twenty-five percent in aggregate principal amount of the then Outstanding
Debentures do not make such declaration, the holders of not less than
twenty-five percent in aggregate Liquidation Preference of the Preferred
Securities then outstanding shall have such right, by notice in writing to the
Company and the Trustee, to declare the principal and all accrued and unpaid
interest, including any Compounded Interest and Additional Interest, of all the
Debentures to be due and payable immediately; provided further that, if an Event
of Default set forth in clauses (v), (vi) or (vii) of Section 8.01(a) of the
Indenture occurs, such amounts shall ipso facto become and be immediately due
and payable without any declaration, notice or other act on the part of the
Trustee, the Company or any holder of Debentures or Preferred Securities; and
provided further, that in any case, that such principal and interest shall
remain subordinated to the extent provided in Article 5 of the Indenture.

         Subject to the provisions of the Indenture, the holders of a majority
in aggregate principal amount of the Debentures at the time Outstanding may on
behalf of the holders of all of the Debentures waive any past default under the
Indenture and its consequences except a default in the payment of interest or
any premium on, or the principal of, any of the Debentures. Any such consent or
waiver by the holder of this Debenture (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future

                                      A-6




<PAGE>


holders and owners of this Debenture and any Debentures which may be issued in
exchange or substitution hereof, irrespective of whether or not any notation
thereof is made upon this Debenture or such other Debentures.

         The Indenture contains provisions permitting, with the consent
(evidenced as provided in Article 10 of the Indenture) of the holders of (i) not
less than a majority in aggregate principal amount of the Debentures at the time
Outstanding and (ii) so long as any Debentures are held by the Property Trustee,
the holders of not less than a majority in aggregate Liquidation Preference of
the Common Securities and Preferred Securities at the time outstanding, voting
together as a single class, or, in the event that an Event of Default has
occurred and is continuing, the holders of not less than a majority in aggregate
Liquidation Preference of the Preferred Securities at the time outstanding, the
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee to, from time to time and at any time, enter into supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Debenture, or reduce the rate or extend the
time of payment of interest thereon (other than through an Extended Interest
Payment Period pursuant to Article 4 of the Indenture), or reduce the principal
amount thereof or premium, if any, thereon, or reduce any amount payable on
redemption thereof, or impair the right of any Debentureholder to institute suit
for the payment thereof, or make the principal thereof or interest or premium,
if any, thereon payable in any coin or currency other than that provided in the
Debentures, or change any obligation of the Company to redeem any Debenture upon
the happening of a Change of Control or otherwise in a manner adverse to the
holders of Debentures, or impair the right to convert the Debentures pursuant to
the terms set forth in the Indenture without the consent of the holder of each
Debenture so affected or (ii) reduce the aforesaid percentage of Debentures or
Preferred Securities and Common Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent of the holders
of all Debentures then Outstanding (or, while the Preferred Securities and
Common Securities are outstanding, the consent of the holders of all the
Preferred Securities and Common Securities then outstanding). In addition, any
amendment to, or waiver of, the provisions of the Indenture relating to
subordination of the Indenture that adversely affects the rights of the holders
of the Debentures will require the consent of the holders of (i) at least
two-thirds in aggregate principal amount of the Debentures then Outstanding and
(ii) so long as any Debentures are held by the Property Trustee, at least
two-thirds in aggregate Liquidation Preference of the Preferred Securities at
the time outstanding.

         The indebtedness evidenced by the Debentures is, to the extent and in
the manner provided in the Indenture, expressly subordinated and subject in
right of payment, to the extent and in the manner provided in Article 5 of the
Indenture, to

                                      A-7




<PAGE>


the prior payment in full of all Senior Indebtedness, whether outstanding at the
date of the Indenture or thereafter incurred, and this Debenture is issued
subject to the provisions of the Indenture with respect to such subordination.
Each holder of this Debenture, by accepting the same, agrees to and shall be
bound by such provisions and authorizes the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and appoints the Trustee its attorney-in-fact for such purpose.

         No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Debenture at the place, at the respective times, at the rate
and in the coin or currency herein prescribed.

         Interest on the Debentures shall be computed on the basis of a 360-day
year comprised of twelve (12) 30-day months. For periods less than a full month,
interest on the Debentures shall be computed on the basis of the actual number
of elapsed days based on a 360-day year.

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time during the term of the Debentures,
from time to time to extend the interest payment period for the Debentures for
up to 20 consecutive quarterly interest periods with respect to each deferred
period (each, an "Extended Interest Payment Period"), and at the end of which
period the Company shall pay all interest accrued and unpaid thereon (together
with interest on such deferred interest at the rate of 9.25% per annum to the
extent permitted by applicable law, compounded quarterly ("Compounded
Interest")); provided that no Extended Interest Payment Period may extend beyond
the Maturity Date or any Redemption Date of the Debentures.

         During any Extended Interest Payment Period the Company shall not, and
shall cause its Subsidiaries, other than the Trust, not to (i) declare or pay
any dividends on, or redeem, purchase, acquire or make a distribution or
liquidation payment with respect to, any of its Common Stock or preferred stock
or any other securities of the Company similar to the Preferred Securities or
(ii) make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company ranking equally with or
junior to the Debentures or make any guarantee payments with respect to such
securities.

         The Debentures are issuable in fully registered form, without coupons,
in denominations equal to integral multiples of $1,000. At an office or agency
maintained by the Company for that purpose in accordance with the terms of the
Indenture, and in the manner and subject to the limitations provided in the
Indenture, without payment of any service charge but with payment of a sum
sufficient to cover any tax, assessment or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of

                                      A-8




<PAGE>


Debentures, Debentures may be exchanged for a like aggregate principal amount of
Debentures of any other authorized denominations.

         The Debentures may be redeemed by the Company for cash, in whole or in
part, at any time on or after March 20, 2007, upon delivery of a Redemption
Notice as set forth in Section 3.04 of the Indenture, at the following prices
(expressed in percentages of principal amount) if redeemed during the 12-month
period commencing March 20 in each year of the following years indicated:

<TABLE>
<CAPTION>

                              Year                 Redemption Price
                              ----                 ----------------
                   <S>                                   <C>
                   2007....................              103.88%
                   2008....................              103.10%
                   2009....................              102.33%
                   2010....................              101.55%
                   2011....................              100.78%
                   2012 and thereafter                   100.00%
</TABLE>


plus an amount equal to accrued and unpaid Interest, if any, on the Debentures
to be redeemed, to, but excluding, the date of redemption (the "Optional
Redemption Price").

         Upon the occurrence and continuance of a Tax Event or an Investment
Company Event, the Company may, at its option, redeem the Debentures at the
Company Redemption Price (i) at any time, in whole or in part, within 90 days
after such Tax Event or (ii) at any time, in whole but not in part, within 90
days after such Investment Company Event; provided that while the Trust is the
holder of the Debentures, the Company may effect such redemption only if
dissolving the Trust and causing the Trust to distribute the Outstanding
Debentures to the holders of Preferred Securities pursuant to Article 9 of the
Trust Agreement would not prevent the occurrence of, or cure, such Tax Event or
Investment Company Event.

         The Company may not redeem the Debentures in part unless all accrued
and unpaid interest, including Compounded Interest and Additional Interest, if
any, shall have been paid in full on all Outstanding Debentures on the Interest
Payment Date immediately preceding the Redemption Date. So long as the
corresponding Trust Securities are outstanding, the proceeds from the redemption
of the Debentures will be used to redeem the Trust Securities.

         If a Change of Control occurs, each holder of Debentures that remain
Outstanding after the Change of Control shall have the right to require the
Company to redeem all or any part of such holder's Outstanding Debentures at the
Company Redemption Price. This right of holders will be subject to (i) the
conditions set forth in Section 17.01(b) of the Indenture, (ii) the Company's
obligation to repay or repurchase any Senior Indebtedness required in connection

                                      A-9




<PAGE>


with a Change of Control and (iii) any contractual restrictions then contained
in the Company's Senior Indebtedness.

         Subject to and upon compliance with the provisions of the Indenture,
the holder hereof has the right, at its option, at any time after the earlier of
(i) March 19, 2003, and (ii) the day immediately following the date of the share
distribution in connection with the Company's Spin-Off of Agere Systems, Inc.,
through 5:00 p.m., New York City time, on the Maturity Date (except that, with
respect to any Debenture or portion of a Debenture that shall be called for
redemption, such right shall terminate, except as provided in Section 16.02 or
Section 3.02 of the Indenture, at the close of business on the Business Day next
preceding the applicable Redemption Date for such Debenture or portion of a
Debenture unless the Company shall default in payment due upon redemption
thereof), to convert the principal amount hereof, or any portion of such
principal amount which is equal to $1,000 or an integral multiple thereof, into
that number of fully paid and non-assessable shares of Common Stock (as such
shares shall then be constituted) obtained by dividing the principal amount of
this Debenture, or portion thereof to be converted, by the Conversion Price of
$6.10, as may adjusted from time to time as provided in the Indenture, by
surrender of this Debenture, duly endorsed, and the completion of other
procedures set forth in the Indenture including submission of a conversion
notice in the form entitled "Conversion Notice" attached hereto and, if this
Debenture (or portion hereof) is surrendered for conversion during the period
from the close of business on any record date for the payment of interest to the
close of business on the Business Day preceding the following Interest Payment
Date, this Debenture (or portion hereof being converted), unless this Debenture
(or portion hereof) has been called for redemption on a Redemption Date
occurring after such Record Date and before such Interest Payment Date, must be
accompanied by an amount, in immediately available same day funds or other funds
acceptable to the Company, equal to the interest payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such payment shall be required if there shall exist at the time of conversion an
announced default in the payment of interest on the Debentures. The Company's
delivery upon conversion of the number of shares of Common Stock into which the
Debentures surrendered for conversion are convertible (together with cash or
scrip in lieu of fractional shares) shall be deemed to satisfy the Company's
obligation to pay the principal amount at maturity of the portion of Debentures
so converted and any accrued and unpaid interest thereon, including Compounded
Interest and Additional Interest, if any. No fractional shares of Common Stock
will be issued upon any conversion of Debentures. In lieu thereof, the Company
shall deliver, at its option, and in its sole discretion, (i) scrip that will
entitle the holder to receive a full share of Common Stock upon surrender of
such scrip aggregating a full share or (ii) cash based on the Sale Price on the
Trading Day immediately prior to the day such Debenture is converted. A
Debenture in respect of which a holder is exercising its right to require
redemption upon a Change of Control may be converted only if such holder
withdraws its election to exercise such right in accordance with the terms

                                      A-10




<PAGE>


of the Indenture. Any Debentures called for redemption, unless surrendered for
conversion by the holders thereof on or before the close of business on the
Business Day preceding the date fixed for redemption, may be deemed to be
purchased from the holders of such Debentures for an amount equal to the
applicable Redemption Price by one or more investment banks or other purchasers
who may agree with the Company (i) to purchase such Debentures from the holders
thereof and convert them into shares of the Company's Common Stock and (ii) to
make payment for such Debentures as aforesaid to the Trustee in trust for the
holders.

         Upon due presentment for registration of transfer of this Debenture at
the office or agency of the Company maintained for that purpose in accordance
with the terms of the Indenture, a new Debenture or Debentures of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange thereof; subject to the limitations provided in the
Indenture, without charge except for any tax, assessment or other governmental
charge imposed in connection therewith.

         The Company, the Trustee, any paying agent, any conversion agent and
any Debenture Registrar may deem and treat the registered holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall be overdue
and notwithstanding any notation of ownership or other writing hereon made by
anyone other than the Company or any Debenture Registrar) for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any paying
agent nor any conversion agent nor any Debenture Registrar shall be affected by
any notice to the contrary. All payments made to or upon the order of such
registered holder shall be valid, and, to the extent of the sum or sums paid,
satisfy and discharge liability for monies payable on this Debenture.

         To the extent permitted by law, no recourse for the payment of the
principal of, or premium, if any, or interest on this Debenture, or for any
claim based hereon or otherwise in respect hereof, and no recourse under or upon
any obligation, covenant or agreement of the Company in the Indenture or any
supplemental indenture or in any Debenture, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, director or subsidiary, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

         Terms used in this Debenture and defined in the Indenture are used
herein as therein defined.

                                      A-11




<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription of the face
of this Debenture, shall be construed as though they were written out in full
according to applicable laws or regulations.

                  TEN COM = tenants in common

                  UNIF GIFT MIN ACT = Uniform Gift to Minors Act

                  TEN ENJ = tenants by the entireties

                  CUST = custodian

                  JT TEN = joint tenants with right of survivorship and not as
                           tenants in common

         Additional abbreviations may also be used though not in the above list.

                                      A-12




<PAGE>



                                   SCHEDULE A

         The initial principal amount of this [Global] Certificate shall be
$__________. The following increases or decreases in the principal amount of
this [Global] Certificate have been made:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                          Amount of
                         increase in
                       Principal Amount
                       of this [Global]       Amount of        Principal Amount      Signature of
                         Certificate         decrease in       of this [Global]       authorized
                        including upon     Principal Amount      Certificate          officer of
                         exercise of           of this          following such        Trustee or
                        over-allotment         [Global]          decrease or          Securities
     Date Made              option           Certificate           increase           Custodian
-------------------------------------------------------------------------------------------------
<S>                    <C>                  <C>                 <C>                   <C>
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>

                                      A-13




<PAGE>


                                         ASSIGNMENT

         For value received __________________________________________ hereby
sell(s) assign(s) and transfer(s) unto ______________________________
__________________________________________________________________ (Please
insert social security or other Taxpayer Identification Number and address of
assignee) the within Debenture, and hereby irrevocably constitutes and appoints
____________________________________ agent to transfer said Debenture on the
books of the Company, with full power of substitution in the premises.

         In connection with any transfer of the Debenture prior to the
expiration of the holding period applicable to sales thereof under Rule 144(k)
under the Securities Act of 1933, as amended (the "Securities Act") (or any
successor provision), the undersigned confirms that such Debenture is being
transferred:

1.    [  ]     to Lucent Technologies Inc. or an affiliate thereof; or

2.    [  ]     so long as this Debenture is eligible for resale pursuant to Rule
               144A under the Securities Act to a person whom the undersigned
               reasonably believes is a qualified institutional buyer to whom
               notice is given that the resale, pledge or other transfer is
               being made in reliance on, pursuant to and in compliance with
               Rule 144A; or

3.    [  ]     outside the United States in an offshore transaction complying
               with Regulation S under the Securities Act; or

4.    [  ]     pursuant to an exemption from registration under the Securities
               Act provided by Rule 144 under the Securities Act; or

5.    [  ]     pursuant to an effective registration statement under the
               Securities Act.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Debentures evidenced by this certificate in the name of any person
other than the registered holder thereof.

Dated:
       -----------------               -----------------------------

                                       -----------------------------
                                       Signature(s)

                                         NOTICE: The above signatures of the
                                         holder(s) hereof must correspond with
                                         the name as written upon the face of
                                         the Debenture

                                      A-14




<PAGE>



                                         in every particular without alteration
                                         or enlargement or any change whatever.

                                       Signature(s) must be guaranteed by an
                                       "eligible guarantor institution" meeting
                                       the requirements of the Debenture
                                       Registrar, which requirements include
                                       membership or participation in the
                                       Security Transfer Agent Medallion Program
                                       ("STAMP") or such other "signature
                                       guarantee program" as may be determined
                                       by the Debenture Registrar in addition
                                       to, or in substitution for, STAMP, all in
                                       accordance with the Securities Exchange
                                       Act of 1934, as amended.

                                       --------------------------
                                       Signature Guarantee

                                      A-15




<PAGE>


                                CONVERSION NOTICE

TO: LUCENT TECHNOLOGIES INC.


         The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which is
equal to $1,000 or an integral multiple thereof) below designated, into shares
of Common Stock, par value $.01 per share, of Lucent Technologies Inc. in
accordance with the terms of the Indenture referred to in this Debenture, and
directs that the shares issuable and deliverable upon such conversion, together
with any scrip or cash representing fractional shares and any Debentures
representing any unconverted principal amount hereof, be issued and delivered to
the registered holder hereof unless a different name has been indicated below.
If shares or any portion of this Debenture not converted are to be issued in the
name of a person other than the undersigned, the undersigned will provide the
appropriate information below and pay all transfer taxes payable with respect
thereto. Any amount required to be paid by the undersigned on account of
interest accompanies this Debenture.

Dated:
      ---------------

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

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

Signature(s)

                                         NOTICE: The above signatures of the
                                         holder(s) hereof must correspond with
                                         the name as written upon the face of
                                         the Debenture in every particular
                                         without alteration or enlargement or
                                         any change whatever.

            Signature(s) must be guaranteed by an "eligible guarantor
            institution" meeting the requirements of Lucent Technologies Inc. or
            its conversion agent, which requirements include membership or
            participation in the Security Transfer Agent Medallion Program
            ("STAMP") or such other "signature guarantee program" as may be
            determined by the Lucent Technologies Inc. or its conversion agent
            in addition to, or in substitution for, STAMP, all in accordance
            with the Securities Exchange Act of 1934, as amended.

            ------------------------
            Signature Guarantee

                                      A-16




<PAGE>



         Fill in the registration of shares of Common Stock if to be issued, and
Debentures if to be delivered, other than to and in the name of the registered
holder:


----------------------------------
(Name)

----------------------------------
(Street Address)

----------------------------------
(City, State and Zip Code)

----------------------------------
Please print name and address

Principal amount to be converted
(if less than all):

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

Social Security or Other Taxpayer
Identification Number:

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

                                      A-17




<PAGE>



                        NOTICE OF ELECTION OF REDEMPTION
                            UPON A CHANGE OF CONTROL

TO: LUCENT TECHNOLOGIES INC.


         The undersigned registered owner of this Debenture hereby acknowledges
receipt of a notice from Lucent Technologies Inc. (the "Company") as to the
occurrence of a Change of Control with respect to the Company and requests and
instructs the Company to redeem the entire principal amount of this Debenture,
or the portion thereof (which is equal to $1,000 or an integral multiple
thereof) below designated, in accordance with the terms of the Indenture
referred to in this Debenture at the price of 100% of such entire principal
amount or portion thereof, together with accrued interest to, but excluding,
such repayment date, to the registered holder hereof.

Dated:
       ------------

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

-------------------
Signature(s)

                                         NOTICE: The above signatures of the
                                         holder(s) hereof must correspond with
                                         the name as written upon the face of
                                         the Debenture in every particular
                                         without alteration or enlargement or
                                         any change whatever.

                                         Principal amount to be repaid (if less
                                         than all):

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

                                         ------------------------------
                                         Social security or other taxpayer
                                         identification number

                                     Please print or typewrite name and address,
                                     including zip code:

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

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

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

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


Signature Guarantee:*
                      ------------------------------

                                      A-18




<PAGE>


                                         Signatures must be guaranteed by an
                                         "eligible guarantor institution"
                                         meeting the requirements of the
                                         Debenture Registrar, which requirements
                                         include membership or participation in
                                         the Security Transfer Agent Medallion
                                         Program ("STAMP") or such other
                                         "signature guarantee program" as may be
                                         determined by the Debenture Registrar
                                         in addition to, or in substitution for,
                                         STAMP, all in accordance with the
                                         Securities Exchange Act of 1934, as
                                         amended.

                                      A-19




<PAGE>


                              NOTICE OF WITHDRAWAL
                                       OF
                             ELECTION OF REDEMPTION
                            UPON A CHANGE OF CONTROL

TO: Lucent Technologies Inc.

         The undersigned registered owner of this Debenture hereby withdraws the
Notice of Election of Redemption Upon a Change of Control it has previously
delivered to the Conversion Agent.

         This Notice of Withdrawal applies to $____________ aggregate principal
amount of Debentures, which, if in certificated form, are represented by
Certificate Nos. ____________.

         The undersigned hereby directs the Conversion Agent to return such
Debentures.

         The previously delivered Notice of Election of Redemption Upon a Change
of Control continues to apply to $____________ aggregate principal amount of
Debentures, and, with respect to such Debentures, the undersigned directs the
Conversion Agent to comply with the instructions contained in the previously
delivered Notice of Election of Redemption Upon a Change of Control.

Dated:
       -----------------------                 -----------------------------

                                               -----------------------------
                                               Signature(s)

                                               NOTICE: The above signatures of
                                               the holder(s) hereof must
                                               correspond with the name as
                                               written upon the face of the
                                               Debenture in every particular
                                               without alteration or enlargement
                                               or any change whatever.

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

                                         ------------------------------
                                         Social security or other taxpayer
                                         identification number

                                     Please print or typewrite name and address,
                                     including zip code, and social security or
                                     other identifying number:

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

                                      A-20




<PAGE>


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

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

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



Signature Guarantee:*
                      ------------------------------

                                         Signatures must be guaranteed by an
                                         "eligible guarantor institution"
                                         meeting the requirements of the
                                         Debenture Registrar, which requirements
                                         include membership or participation in
                                         the Security Transfer Agent Medallion
                                         Program ("STAMP") or such other
                                         "signature guarantee program" as may be
                                         determined by the Debenture Registrar
                                         in addition to, or in substitution for,
                                         STAMP, all in accordance with the
                                         Securities Exchange Act of 1934, as
                                         amended.

                                     A-21