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                                                                     EXHIBIT 4.1

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                        THE WILLIAMS COMPANIES, INC. AND

                              JPMORGAN CHASE BANK,
                                   as Trustee
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                                    INDENTURE

                                  Dated as of

                                  May 28, 2003

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            5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURES DUE 2033

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                                TABLE OF CONTENTS

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                                          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......................................      12
Section 2.02. Form of Debentures..............................................................      12
Section 2.03. Date and Denomination of Debentures; Payments of Interest.......................      13
Section 2.04. Execution of Debentures.........................................................      15
Section 2.05. Exchange and Registration of Transfer of Debentures;
         Restrictions on Transfer.............................................................      16
Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures.................................      23
Section 2.07. Temporary Debentures............................................................      24
Section 2.08. Cancellation of Debentures......................................................      25
Section 2.09. CUSIP Numbers...................................................................      25

                                          ARTICLE 3
                            REDEMPTION AND REPURCHASE OF DEBENTURES

Section 3.01. Company's Right to Redeem......................................................       26
Section 3.02. Notice of Optional Redemption; Selection of Debentures.........................       26
Section 3.03. Payment of Debentures Called for Redemption by the
        Company..............................................................................       28
Section 3.04. Conversion Arrangement on Call for Redemption..................................       29
Section 3.05. Repurchase of Debentures by the Company at Option of the
        Holder upon a Change of Control......................................................       29

                                          ARTICLE 4
                                SUBORDINATION OF DEBENTURES

Section 4.01. Agreement of Subordination.....................................................       34
Section 4.02. Payments to Debentureholders...................................................       34
Section 4.03. Subrogation of Debentures......................................................       38
Section 4.04. Authorization to Effect Subordination..........................................       39
Section 4.05. Notice to Trustee..............................................................       39
Section 4.06. Trustee's Relation to Senior and Senior Subordinated
        Indebtedness.........................................................................       40
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Section 4.07.    No Impairment of Subordination...............................................      40
Section 4.08.    Certain Conversions Not Deemed Payment.......................................      41
Section 4.09.    Article Applicable to Paying Agents..........................................      41
Section 4.10.    Senior and Senior Subordinated Indebtedness Entitled to Rely ................      42
Section 4.11.   Reliance on Judicial Order or Certificate of Liquidating Agent................      42

                                               ARTICLE 5
                                  DEFERRAL OF INTEREST PAYMENT PERIOD

Section 5.01. Extended Interest Payment Period................................................      42
Section 5.02. Notification of Deferral of Interest Payment Periods............................      43

                                               ARTICLE 6
                                  PARTICULAR COVENANTS OF THE COMPANY

Section 6.01.   Payment of Principal, Premium and Interest....................................      43
Section 6.02.   Maintenance of Office or Agency...............................................      43
Section 6.03.   Appointments to Fill Vacancies in Trustee's Office............................      44
Section 6.04.   Provisions as to Paying Agent.................................................      44
Section 6.05.   Existence.....................................................................      45
Section 6.06.   Rule 144A Information Requirement.............................................      46
Section 6.07.   Stay, Extension and Usury Laws................................................      46
Section 6.08.   Compliance Certificate........................................................      46
Section 6.09.   Liquidated Damages Notice.....................................................      47
Section 6.10.   Tax Treatment.................................................................      47
Section 6.11.   Restrictions on Certain Payments..............................................      47
Section 6.12.   Termination of Designated Agreements..........................................      49

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

Section 7.01. Debentureholders' Lists.........................................................      49
Section 7.02. Preservation and Disclosure of Lists............................................      49
Section 7.03. Reports by Trustee..............................................................      50
Section 7.04. Reports by Company..............................................................      50

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

Section 8.01. Events of Default...............................................................      50
Section 8.02. Payments of Debentures on Default; Suit Therefor................................      53
Section 8.03. Application of Monies...........................................................      55
Section 8.04. Proceedings by Debentureholder..................................................      56
Section 8.05. Proceedings by Trustee..........................................................      57
Section 8.06. Remedies Cumulative and Continuing..............................................      57
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Section 8.07. Direction of Proceedings and Waiver of Defaults by Majority
         of Debentureholders..................................................................      57
Section 8.08. Notice of Defaults..............................................................      58
Section 8.09.  Undertaking to Pay Costs.......................................................      58

                                               ARTICLE 9
                                              THE TRUSTEE

Section 9.01. Duties and Responsibilities of Trustee..........................................      59
Section 9.02. Reliance on Documents, Opinions, Etc............................................      61
Section 9.03. No Responsibility For Recitals, Etc.............................................      62
Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May
        Own Debentures........................................................................      62
Section 9.05. Monies to Be Held in Trust......................................................      62
Section 9.06. Compensation and Expenses of Trustee............................................      62
Section 9.07. Officer's Certificate as Evidence...............................................      63
Section 9.08. Conflicting Interests of Trustee................................................      64
Section 9.09. Eligibility of Trustee..........................................................      64
Section 9.10. Resignation or Removal of Trustee...............................................      64
Section 9.11. Acceptance by Successor Trustee.................................................      66
Section 9.12. Succession by Merger............................................................      66
Section 9.13. Preferential Collection of Claims...............................................      67

                                               ARTICLE 10
                                          THE DEBENTUREHOLDERS

Section 10.01. Action by Debentureholders.....................................................      67
Section 10.02. Proof of Execution by Debentureholders.........................................      67
Section 10.03.  Who Are Deemed Absolute Owners................................................      68
Section 10.04. Company-owned Debentures Disregarded...........................................      68
Section 10.05. Revocation of Consents, Future Holders Bound...................................      69

                                               ARTICLE 11
                                      MEETINGS OF DEBENTUREHOLDERS

Section 11.01. Purpose of Meetings............................................................      69
Section 11.02. Call of Meetings by Trustee....................................................      69
Section 11.03. Call of Meetings by Company or Debentureholders................................      70
Section 11.04. Qualifications for Voting......................................................      70
Section 11.05. Regulations....................................................................      70
Section 11.06. Voting.........................................................................      71
Section 11.07. No Delay of Rights by Meeting..................................................      72
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                                               ARTICLE 12
                                         SUPPLEMENTAL INDENTURES

Section 12.01. Supplemental Indentures Without Consent of
         Debentureholders.....................................................................      72
Section 12.02. Supplemental Indenture with Consent of Debentureholders........................      74
Section 12.03. Effect of Supplemental Indenture...............................................      75
Section 12.04. Notation on Debentures.........................................................      75
Section 12.05. Evidence of Compliance of Supplemental Indenture to Be
         Furnished to Trustee.................................................................      75

                                               ARTICLE 13
                              CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 13.01. Company May Consolidate on Certain Terms.......................................      75
Section 13.02. Successor to Be Substituted....................................................      76
Section 13.03. Opinion of Counsel to Be Given Trustee.........................................      77

                                               ARTICLE 14
                                 SATISFACTION AND DISCHARGE OF INDENTURE

Section 14.01.   Discharge of Indenture.......................................................      77
Section 14.02.   Deposited Monies to Be Held in Trust by Trustee..............................      78
Section 14.03.   Paying Agent to Repay Monies Held............................................      78
Section 14.04.   Return of Unclaimed Monies...................................................      78

                                               ARTICLE 15
                      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 15.01. Indenture and Debentures Solely Corporate Obligations..........................      78

                                               ARTICLE 16
                                        CONVERSION OF DEBENTURES

Section 16.01. Right to Convert...............................................................      79
Section 16.02. Exercise of Conversion Privilege; Issuance of Common Stock
        on Conversion; No Adjustment for Interest or Dividends................................      79
Section 16.03. Cash Payments in Lieu of Fractional Shares.....................................      81
Section 16.04. Conversion Rate................................................................      81
Section 16.05. Adjustment of Conversion Rate..................................................      81
Section 16.06. Effect of Reclassification, Consolidation, Merger or Sale......................      92
Section 16.07. Taxes on Shares Issued.........................................................      93
Section 16.08. Reservation of Shares, Shares to Be Fully Paid; Compliance
        with Governmental Requirements; Listing of Common Stock...............................      93
Section 16.09. Responsibility of Trustee......................................................      94
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Section 16.10. Notice to Holders Prior to Certain Actions.....................................      95
Section 16.11. Stockholder Rights Plans.......................................................      96

                                               ARTICLE 17
                                        MISCELLANEOUS PROVISIONS

Section 17.01. Provisions Binding on Company's Successors.....................................      96
Section 17.02. Official Acts by Successor Corporation.........................................      96
Section 17.03. Addresses for Notices, Etc.....................................................      97
Section 17.04. Governing Law..................................................................      97
Section 17.05. Evidence of Compliance with Conditions Precedent,
         Certificates to Trustee..............................................................      97
Section 17.06. Legal Holidays.................................................................      98
Section 17.07. Trust Indenture Act............................................................      98
Section 17.08. No Security Interest Created...................................................      98
Section 17.09. Benefits of Indenture..........................................................      99
Section 17.10. Table of Contents, Headings, Etc...............................................      99
Section 17.11. Authenticating Agent...........................................................      99
Section 17.12. Execution in Counterparts......................................................     100
Section 17.13. Severability...................................................................     100
Schedule A: Designated Agreements
Exhibit A: Form of Debenture
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                                    INDENTURE

         INDENTURE dated as of May 28, 2003 between The Williams Companies,
Inc., a Delaware corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "COMPANY"), having its principal
office at One Williams Center, Tulsa, Oklahoma 74172, and JPMorgan Chase Bank, a
banking corporation duly organized and existing under the laws of the State of
New York, as trustee hereunder (hereinafter called the "TRUSTEE").

                                   WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue of its 5.50% Junior Subordinated Convertible Debentures due
2033 (hereinafter called the "DEBENTURES"), in an aggregate principal amount not
to exceed $300,000,000, 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 Debentures, the certificate of authentication to be borne
by the Debentures, a form of assignment, a form of option to elect repurchase
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:

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                                    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 the Trust Indenture Act and in
the 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.

         "ACCEPTED PURCHASED SHARES" has the meaning specified in Section
16.05(g).

         "ADJUSTMENT EVENT" has the meaning specified in Section 16.05(1).

         "AGENT MEMBERS" has the meaning specified in Section 2.05(a).

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

         "BOARD OF DIRECTORS" means the Board of Directors of the Company or a
committee of such Board duly authorized to act for it hereunder.

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
not a day on which banking institutions in The City of New York, New York are
authorized or obligated by law or executive order to remain closed or on which
the Corporate Trust Office of the Trustee is closed for business.

         "CHANGE OF CONTROL" means:

         (a)      the acquisition by any Person of beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, through a
purchase, merger, other acquisition transaction or a series of such
transactions, of shares of

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the Company's capital stock entitling that Person to exercise 50% or more of the
total voting power of all shares of the Company's capital stock entitled to vote
generally in elections of directors, other than any acquisition by the Company,
any of the Company's Subsidiaries or future Subsidiaries or any of the Company's
employee benefit plans;

         (b)      the first day on which a majority of the members of the board
of directors of the Company are not Continuing Directors; or

         (c)      the consolidation, combination or merger of the Company with
or into any other Person, any merger of another Person into the Company, or any
conveyance, transfer, sale, lease or other disposition of all or substantially
all of the Company's properties and assets to another Person, other than (i) any
transaction (x) that does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of the Company's capital stock,
and (y) pursuant to which holders of the Company's capital stock immediately
prior to such transaction are entitled to exercise, directly or indirectly, 50%
or more of the total voting power of all shares of the Company's capital stock
entitled to vote generally in elections of directors of the continuing or
surviving Person immediately after giving effect to such transaction, or (ii)
any merger solely for the purpose of changing the Company's jurisdiction of
incorporation and resulting in a reclassification, conversion or exchange of
outstanding shares of common stock solely into shares of common stock of the
surviving entity.

Notwithstanding the foregoing, a Change of Control will not be deemed to have
occurred if:

                  (i)      the Closing Sale Price per share of the Company's
         common stock for any five full Trading Days (not including extended
         hours trading) within the period of ten consecutive Trading Days ending
         immediately after the later of the Change of Control or the public
         announcement of the Change of Control, in the case of a Change of
         Control under (a) above, or the period of ten consecutive full Trading
         Days (not including extended hours trading) ending immediately before
         the Change of Control, in the case of a Change of Control under (c)
         above, equals or exceeds 110% of the Conversion Price in effect on each
         of those Trading Days (as adjusted in accordance with Article 16
         hereof); or

                  (ii)     at least 90% of the consideration in the transaction
         or transactions constituting a Change of Control consists of shares of
         common stock traded or to be traded immediately following such Change
         of Control on a national securities exchange or the Nasdaq National
         Market and, as a result of such transaction or transactions, the
         Debentures become convertible into such common stock (and any rights
         attached thereto).

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         "CHANGE OF CONTROL NOTICE" has the meaning specified in Section
3.05(b).

         "CLOSING SALE PRICE" of the shares of Common Stock on any date means
the closing sale price per share (or, if no closing sale price is reported, the
average of the closing bid and ask prices or, if more than one in either case,
the average of the average closing bid and the average closing ask prices) on
such date as reported in composite transactions for the principal United States
securities exchange on which shares of Common Stock are traded or, if the shares
of Common Stock are not listed on a United States national or regional
securities exchange, as reported by the Nasdaq System or by the National
Quotation Bureau Incorporated. In the absence of such quotations, the Company
shall be entitled to determine the Closing Sale Price on the basis it considers
appropriate. The Closing Sale Price shall be determined without reference to
extended or after hours trading.

         "COMMISSION" means the 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 such 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.

         "COMMON STOCK" means any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. Subject to the provisions
of Section 16.06, however, shares issuable on conversion of Debentures shall
include only shares of the class designated as Common Stock of the Company at
the date of this Indenture (namely, the common stock, par value $1.00) or shares
of any class or classes resulting from any reclassification or reclassifications
thereof and which have no preference in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which are not subject to redemption by the
Company; provided that if at any time there shall be more than one such
resulting class, the shares of each such class then so issuable on conversion
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of all such classes resulting from all such reclassifications.

         "COMPANY" means the corporation named as the "COMPANY" in the first
paragraph of this Indenture, and, subject to the provisions of Article 13 and
Section 16.06, shall include its successors and assigns.

         "COMPOUNDED INTEREST" has the meaning specified in Section 5.01.

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         "CONTINUING DIRECTORS" means, as of any date of determination, any
member of the board of directors of the Company who (i) was a member of the
board of directors throughout the twenty-four consecutive months preceding such
date of determination; or (ii) was nominated for election or elected to the
board of directors with the approval of a majority of the Continuing Directors
who were members of the board of directors at the time of such director's
nomination or election.

         "CONVERSION AGENT" means the office or agency designated by the Company
in accordance with Section 6.02 where the Debentures may be presented for
conversion.

         "CONVERSION DATE" has the meaning specified in Section 16.02.

         "CONVERSION NOTICE" has the meaning specified in Section 16.02.

         "CONVERSION PRICE" as of any day will equal $50 divided by the
Conversion Rate as of such date.

         "CONVERSION RATE" 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 as it relates to this Indenture shall be principally administered,
which office is, at the date as of which this Indenture is dated, located at 4
New York Plaza, 15th Floor, New York, New York 10004, Attention: Institutional
Trust Services.

         "CURRENCY AGREEMENT" means, with respect to any Person, any foreign
exchange contract, currency swap agreement or other similar agreement or
arrangement designed to protect such Person or any of its Subsidiaries against
fluctuations in currency values to or under which such Person or any of its
Subsidiaries is a party or a beneficiary on the date hereof or becomes a party
or a beneficiary thereafter.

         "CURRENT MARKET PRICE" has the meaning specified in Section 16.05(h).

         "CUSTODIAN" means JPMorgan Chase Bank, as custodian with respect to the
Debentures in global form, or any successor entity thereto.

         "DEBENTURE" or "DEBENTURES" means any Debenture or Debentures (as
defined in the first "WHEREAS" clause hereof), 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).

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         "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.

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

         "DEFAULTED INTEREST" has the meaning specified in Section 2.03.

         "DEPOSITARY" means, the clearing agency registered under the Exchange
Act that is designated to act as the Depositary for the Global Debentures. The
Depository Trust Company shall be the initial Depositary, 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.

         "DESIGNATED AGREEMENTS" means the agreements specified on Schedule A.

         "DESIGNATED AGREEMENT TERMINATION DATE" has the meaning specified in
Section 6.12.

         "DESIGNATED SENIOR INDEBTEDNESS" means any Senior and Senior
Subordinated Indebtedness of the Company which, at the date of incurrence or
thereafter, has an aggregate principal amount outstanding of, or under which, at
the date of determination, the holders thereof are committed to lend up to, at
least $5,000,000 and which is specifically designated by the Company, at the
time of incurrence or thereafter, in the instrument evidencing or governing such
Senior and Senior Subordinated Indebtedness as "Designated Senior Indebtedness"
for purposes of this Indenture.

         "DETERMINATION DATE" has the meaning specified in Section 16.05(1).

         "EVENT OF DEFAULT" means any event specified in Section 8.01 as an
Event of Default.

         "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 specified in Section 16.05(f).

         "EXTENDED INTEREST PAYMENT PERIOD" has the meaning specified in Section
5.01.

         "FAIR MARKET VALUE" has the meaning specified in Section 16.05(h).

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         "GLOBAL DEBENTURE" has the meaning specified in Section 2.02.

         "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or other obligation
of any other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether arising by virtue
of partnership arrangements, or by agreement to keep well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof (in
whole or in part); provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
term Guarantee used as a verb has a corresponding meaning.

         "INDEBTEDNESS" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
Person in respect of letters of credit, bank guarantees, or bankers acceptance
or other similar instruments (or reimbursement obligations with respect
thereto), (iv) all obligations of such Person to pay the deferred purchase price
of property or services, except Trade Payables, (v) all obligations of such
Person as lessee under leases required or permitted to be treated as capitalized
leases under U.S. generally accepted accounting principles, (vi) all
Indebtedness of others secured by a Lien on any asset of such Person, whether or
not such Indebtedness is assumed by such Person; provided that, for purposes of
determining the amount of any Indebtedness of the type described in this clause,
if recourse with respect to such Indebtedness is limited to such asset, the
amount of such Indebtedness shall be limited to the lesser of the fair market
value of such asset or the amount of such Indebtedness; (vii) all Indebtedness
of others Guaranteed by such Person to the extent such Indebtedness is
Guaranteed by such Person and (viii) to the extent not otherwise included in
this definition, all obligations of such Person under Currency Agreements and
Interest Rate Agreements.

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

         "INITIAL PURCHASER" means Lehman Brothers Inc.

         "INTEREST" means, when used with reference to the Debentures, any
interest payable under the terms of the Debentures, including Liquidated
Damages, if any, payable under the terms of the Registration Rights Agreement.

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         "INTEREST PAYMENT DATE" means March 1, June 1, September 1 or December
1.

         "INTEREST RATE AGREEMENT" means, with respect to any Person, any
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 designed to protect such Person or any of
its Subsidiaries against fluctuations in interest rates to or under which such
Person or any of its Subsidiaries is a party or a beneficiary on the date hereof
or becomes a party or a beneficiary thereafter.

         "JUNIOR SECURITIES" has the meaning specified in Section 4.08.

         "JUNIOR SUBORDINATED INDEBTEDNESS" means Indebtedness of the Company
ranking equally and ratably with, or junior to, the Debentures, other than
obligations owed by the Company to its Subsidiaries.

         "Lien" means, with respect to any property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
property. For purposes of this Indenture, the Company shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property.

         "LIQUIDATED DAMAGES" has the meaning specified for "LIQUIDATED DAMAGES
 AMOUNT" in Section 2(e) of the Registration Rights Agreement.

         "LIQUIDATED DAMAGES NOTICE" has the meaning specified in Section 6.09.

         "MATURITY DATE" means June 1, 2033.

         "NON-ELECTING SHARE" has the meaning specified in Section 16.06.

         "OFFER EXPIRATION TIME" has the meaning specified in Section 16.05(g).

         "OFFICER'S CERTIFICATE", when used with respect to the Company, means a
certificate signed by the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President (whether or not designated by a number or
numbers or word or words added before or after the title "VICE PRESIDENT"), the
Treasurer or any Assistant Treasurer, or the Secretary of the Company.

         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or other counsel
reasonably acceptable to the Trustee.

                                       8

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         "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;

         (b)      Debentures, or portions thereof, (i) for the redemption of
which monies in the necessary amount shall have been deposited in trust with the
Trustee or with any Paying Agent (other than the Company) or (ii) which shall
have been otherwise defeased 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; and

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

         "PAYING AGENT" means the office or agency designated by the Company in
accordance with Section 6.02 where the Debentures may be presented for payment.

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

         "POTENTIAL EVENT OF DEFAULT" has the meaning specified in Section 6.11.

         "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 lost, destroyed or stolen Debenture shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debenture that it replaces.

         "PREMIUM" means any premium payable under the terms of the Debentures.

         "PURCHASED SHARES" has the meaning specified in Section 16.05(f).

         "QIB" means a "QUALIFIED INSTITUTIONAL BUYER" as defined in Rule 144A.

                                        9

<PAGE>

         "RECORD DATE" has the meaning specified in Section 2.03.

         "REDEMPTION DATE" has the meaning specified in Section 3.02.

         "REDEMPTION NOTICE" has the meaning specified in Section 3.02.

         "REDEMPTION PRICE" has the meaning specified in Section 3.01.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of May 28, 2003, between the Company and the Initial
Purchaser, as amended from time to time in accordance with its terms.

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

         "REPURCHASE DATE" has the meaning specified in Section 3.05(a).

         "REPURCHASE ELECTION" has the meaning specified in Section 3.05(c).

         "REPURCHASE EXPIRATION TIME" has the meaning specified in Section
3.05(b).

         "REPURCHASE PRICE" has the meaning specified in Section 3.05(a).

         "RESPONSIBLE OFFICER" shall mean, any vice president, any assistant
vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, or any trust officer or any other officer of the Trustee
within the Institutional Trust Services--Conventional Debt Unit (or any
successor unit, department or division of the Trustee) located at the Corporate
Trust Office of the Trustee who has direct responsibility for the administration
of this Indenture, and, for the purposes of clause (b) of Section 9.01 and the
proviso of Section 8.08 (and only the proviso), shall also include any other
officer of the Trustee to whom any corporate trust matter is referred because of
such person's knowledge of and familiarity with the particular subject.

         "RESTRICTED PAYMENT" has the meaning specified in Section 6.11.

                                       10

<PAGE>

         "RESTRICTED SECURITIES" has the meaning specified in Section 2.05(c).

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

         "SECURITIES" has the meaning specified in Section 16.05(d).

         "SECURITIES Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as in effect from time to time.

         "SENIOR AND SENIOR SUBORDINATED INDEBTEDNESS" means the principal of
(and premium, if any) and interest (including interest accruing subsequent to
the filing of a petition of bankruptcy at the rate provided for in the
documentation with respect thereto, whether or not such interest is an allowed
claim under applicable law) on, and all other amounts owing in respect of
(including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and
indemnities thereunder) all Indebtedness of the Company whether created,
incurred or assumed before, on or after the date of this instrument; provided
that Senior and Senior Subordinated Indebtedness shall not include (i)
Indebtedness of the Company that, when incurred and without respect to any
election under Section 1111(b) of Title 11, U.S. Code, was without recourse to
the Company, (ii) the Debentures and any other Indebtedness of the Company which
by the terms of the instrument creating or evidencing the same is expressly made
equal in rank and payment with or subordinated to the Debentures, (iii)
obligations by the Company owed to its Subsidiaries and (iv) stock of the
Company.

         "SIGNIFICANT SUBSIDIARY" means, as of any date of determination, a
Subsidiary of the Company that would constitute a "SIGNIFICANT SUBSIDIARY" as
such term is defined under Rule l-02(w) of Regulation S-X of the Commission as
in effect on the date of this Indenture.

         "SPINOFF VALUATION PERIOD" has the meaning specified in Section
16.05(d).

         "STOCK RECORD DATE" has the meaning specified in Section 16.05(h).

         "SUBSIDIARY" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock or other equity interest 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 of the other subsidiaries
of that Person (or a combination thereof).

                                       11

<PAGE>

         "TRADE PAYABLES" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

         "TRADING DAY" has the meaning specified in Section 16.05(h).

         "TRIGGER EVENT" has the meaning specified in Section 16.05(d).

         "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 and Section 17.07; provided that if the Trust Indenture Act of
1939 is amended after the date hereof, the term "TRUST INDENTURE Act" shall
mean, to the extent required by such amendment, the Trust Indenture Act of 1939
as so amended.

         "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                                    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 "5.50% JUNIOR SUBORDINATED CONVERTIBLE
DEBENTURES DUE 2033". Debentures not to exceed the aggregate principal amount of
$300,000,000 (except pursuant to Sections 2.05, 2.06, 3.03, 3.05 and 16.02
hereof) upon the execution of this Indenture, or from time to time thereafter,
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 its Chairman of the Board,
Chief Executive Officer, President or any Vice President (whether or not
designated by a number or numbers or word or words added before or after the
title "VICE PRESIDENT"), the Treasurer or any Assistant Treasurer or the
Secretary, 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. 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

                                       12

<PAGE>

Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

         Any of the Debentures may have such letters, numbers or other marks of
identification and such notations, legends, endorsements or changes 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 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 as may be required to comply with any applicable 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, or to indicate any special limitations or
restrictions to which any particular Debentures are subject.

         So long as the Debentures are eligible for book-entry settlement with
the Depositary, or unless otherwise required by law, or otherwise contemplated
by Section 2.05(a), all of the Debentures will be represented by one or more
Debentures in global form registered in the name of the Depositary or the
nominee of the Depositary (a "GLOBAL DEBENTURE"). The transfer and exchange of
beneficial interests in any such Global Debenture shall be effected through the
Depositary in accordance with this Indenture and the applicable procedures of
Depositary. Except as provided in Section 2.05(a), 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
certificates in definitive form and will not be considered holders of such
Global Debenture.

         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 time to time be increased or reduced to reflect redemptions, repurchases,
conversions, 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.

         Section 2.03. Date and Denomination of Debentures; Payments of
Interest. The Debentures shall be issuable in registered form without coupons in
denominations of $50 principal amount and integral multiples thereof. Each

                                       13

<PAGE>

Debenture shall be dated the date of its authentication and shall bear interest
from the date 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 30-day months.

         Subject to Article 5, 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, except
that the Interest payable upon redemption or repurchase will be payable to the
Person to whom principal is payable pursuant to such redemption or repurchase.
Notwithstanding the foregoing, if any Debenture (or portion thereof) is
converted into Common Stock during the period after a Record Date for the
payment of Interest to, but excluding, the next succeeding Interest Payment
Date, the Company shall not be required to pay Interest on such Interest Payment
Date in respect of any such Debenture (or portion thereof), except as provided
in Section 16.02. Interest shall be payable at the office 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. The
Company shall pay Interest (i) on any Debentures in certificated form by check
mailed to the address of the Person entitled thereto as it appears in the
Debenture Register (or, upon written notice, by wire transfer in immediately
available funds, if such Person is entitled to interest on Debentures with an
aggregate principal amount in excess of $2,000,000) or (ii) on any Global
Debenture 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 February 15, May 15, August 15 or November 15
preceding the applicable March 1, June 1, September 1 or December 1 Interest
Payment Date, respectively.

         Any Interest on any Debenture which is payable, but is not punctually
paid, deferred in accordance with Article 5 or duly provided for, on any March
1, June 1, September 1 or December 1 (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 (1) or (2) below:

         (1)      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 proposed to be paid on each Debenture and the date
of the proposed 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

                                       14

<PAGE>

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 on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be
not more than 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 holder 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) are registered at the close of business on such special
record date and shall no longer be payable pursuant to the following clause (2)
of this Section 2.03.

         (2)      The Company may make payment of any Defaulted Interest in any
other lawful manner not inconsistent with the requirements of any 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
its Chairman of the Board, Chief Executive Officer, President or any Vice
President (whether or not designated by a number or numbers or word or words
added before or after the title "VICE PRESIDENT") or its Treasurer (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 17.11), 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.

                                       15

<PAGE>

         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.

         Section 2.05. Exchange and Registration of Transfer of Debentures',
Restrictions on Transfer, (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 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; provided,
however, that there shall be only one Debenture Register.

         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.

                                       16

<PAGE>

         All Debentures presented or surrendered for registration of transfer or
for exchange, redemption, repurchase 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 holder for any registration of,
transfer or exchange of Debentures, but the Company may require payment by the
holder 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 shall
be required to exchange or register a transfer of (a) any Debentures for a
period of fifteen (15) days next preceding any selection of Debentures to be
redeemed, (b) any Debentures or portions thereof called for redemption pursuant
to Section 3.02, (c) any Debentures or portions thereof surrendered for
conversion pursuant to Article 16 or (d) any Debentures or portions thereof
tendered for repurchase (and not withdrawn) pursuant to Section 3.05.

         (b)      The following provisions shall apply only to Global
Debentures:

                    (i) Each Global Debenture authenticated under this Indenture
         shall be registered in the name of the Depositary or a nominee thereof
         and delivered to such Depositary or a nominee thereof or Custodian
         therefor, and each such Global Debenture shall constitute a single
         Debenture for all purposes of this Indenture.

                   (ii) Notwithstanding any other provision in this Indenture,
         no Global Debenture may be exchanged in whole or in part for Debentures
         registered, and no transfer of a Global Debenture in whole or in part
         may be registered, in the name of any Person other than the Depositary
         or a nominee thereof unless (A) the Depositary (i) has notified the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Debenture and a successor depositary has not been appointed
         by the Company within ninety days or (ii) has ceased to be a clearing
         agency registered under the Exchange Act, (B) an Event of Default has
         occurred and is continuing or (C) the Company, in its sole discretion,
         notifies the Trustee in writing that it no longer wishes to have all
         the Debentures represented by Global Debentures. Any Global Debenture
         exchanged pursuant to clause (A) or (B) above shall be so exchanged in
         whole and not in part and any Global Debenture exchanged pursuant to
         clause (C) above may be exchanged in whole or from time to time in part
         as directed by the Company. Any Debenture issued in exchange for a
         Global

                                       17

<PAGE>

         Debenture or any portion thereof shall be a Global Debenture; provided
         that any such Debenture so issued that is registered in the name of a
         Person other than the Depositary or a nominee thereof shall not be a
         Global Debenture.

                  (iii) Securities issued in exchange for a Global Debenture or
         any portion thereof pursuant to clause (ii) above shall be issued in
         definitive, fully registered form, without interest coupons, shall have
         an aggregate principal amount equal to that of such Global Debenture or
         portion thereof to be so exchanged, shall be registered in such names
         and be in such authorized denominations as the Depositary shall
         designate and shall bear any legends required hereunder. Any Global
         Debenture to be exchanged in whole or in part shall be surrendered by
         the Depositary to the Trustee, as Debenture Registrar. Upon any such
         surrender, the Trustee shall authenticate and make available for
         delivery the Debenture issuable on such exchange to or upon the written
         order of the Depositary or an authorized representative thereof and the
         Global Debenture shall be cancelled or its principal amount reduced in
         accordance with Section 2.05(b)(vi).

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

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

                  (vi) At such time as all interests in a Global Debenture have
         been redeemed, repurchased, converted, canceled or exchanged for
         Debentures in certificated form, such Global Debenture shall, upon
         receipt thereof, be canceled by the Trustee in accordance with standing

                                       18

<PAGE>

         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 redeemed, repurchased, converted, canceled or
         exchanged for Debentures in certificated form, 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.

         (c)      Every Debenture that bears or is required under this Section
2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any
Common Stock issued upon conversion of the Debentures and required to bear the
legend set forth in Section 2.05(c), collectively, the "RESTRICTED SECURITIES")
shall be subject to the restrictions on transfer set forth in this Section
2.05(c) (including those set forth in the legend below) unless such restrictions
on transfer shall be waived by written consent of the Company, and the holder of
each such Restricted Security, by such Debentureholder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in Section
2.05(c) and 2.05(d), the term "TRANSFER" encompasses any sale, pledge, loan,
transfer or other disposition whatsoever of any Restricted Security or any
interest therein.

         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
therefor or substitution thereof, other than Common Stock, if any, issued upon
conversion thereof, which shall bear the legend set forth in Section 2.05(c), 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 pursuant to Rule 144 under the Securities Act
or any similar provision then in force, or unless otherwise agreed by the
Company in writing, with written notice thereof to the Trustee."

         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 WILLIAMS COMPANIES, INC. THAT (a) THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO
THE WILLIAMS COMPANIES, INC. OR ANY AFFILIATE, (2) IN A TRANSACTION ENTITLED TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE

                                       19

<PAGE>

SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 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), (4) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (2) OR (4), TO THE RECEIPT
BY THE WILLIAMS COMPANIES, INC. OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE
ACCEPTABLE TO THE WILLIAMS COMPANIES, INC. THAT SUCH RESALE, PLEDGE OR TRANSFER
IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL,
AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE
(OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE
TRANSFER RESTRICTIONS APPLICABLE HERETO. THIS LEGEND WILL BE REMOVED UPON THE
EARLIER OF THE TRANSFER OF THIS DEBENTURE PURSUANT TO CLAUSE (5) ABOVE OR UPON
ANY TRANSFER OF THIS DEBENTURE UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR
ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE
TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE
FOREGOING RESTRICTION.

         THIS DEBENTURE 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 OF EACH DEBENTURE IS $50 PER
$50 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MAY 28, 2003, THE YIELD TO MATURITY
IS 5.50% COMPOUNDED QUARTERLY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$82.52.

         THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT DATED MAY 28, 2003 AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
RIGHTS AGREEMENT.

                                       20

<PAGE>

         BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO
CONSULT LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF
THE CONVERTIBLE DEBENTURES OR COMMON STOCK ISSUABLE UPON CONVERSION OF THE
CONVERTIBLE DEBENTURES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         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 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(c). If the Restricted Security surrendered for exchange is
represented by a Global Debenture bearing the legend set forth in this Section
2.05(c), the principal amount of the legended Global Debenture shall be reduced
by the appropriate principal amount and the principal amount of a Global
Debenture without the legend set forth in this Section 2.05(c) shall be
increased by an equal principal amount. If a Global Debenture without the legend
set forth in this Section 2.05(c) is not then outstanding, the Company shall
execute and the Trustee shall authenticate and deliver an unlegended Global
Debenture to the Depositary.

         (d)      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 pursuant to Rule 144 under the Securities Act
or any similar provision then in force, or such Common Stock has been issued
upon conversion of Debentures that have been transferred pursuant to a
registration statement that has been declared effective under the Securities Act
or pursuant to Rule 144 under the Securities Act or any similar provision then
in force, 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 WILLIAMS COMPANIES, INC. THAT (a) THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE

                                       21

<PAGE>

TRANSFERRED OTHER THAN (1) TO THE WILLIAMS COMPANIES, INC. OR ANY AFFILIATE, (2)
IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (3) 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 WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF 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), (4) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF
CLAUSES (2) OR (4), TO THE RECEIPT BY THE WILLIAMS COMPANIES, INC. OF AN OPINION
OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO THE WILLIAMS COMPANIES, INC.
THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO
HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL
BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO.
THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS DEBENTURE
PURSUANT TO CLAUSE (5) ABOVE OR UPON ANY TRANSFER OF THIS DEBENTURE UNDER RULE
144(K) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS DEBENTURE IN VIOLATION OF THE FOREGOING RESTRICTION.

         THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT DATED MAY 28, 2003 AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
RIGHTS AGREEMENT.

         BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO
CONSULT LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF
THE CONVERTIBLE DEBENTURES OR COMMON STOCK ISSUABLE

                                       22

<PAGE>

UPON CONVERSION OF THE CONVERTIBLE DEBENTURES. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.

         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 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(d).

         (e)      Any Debenture or Common Stock issued upon the conversion 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
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).

         (f)      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 or beneficial owners of interests in any Global Debenture) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

         Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures. In case
any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company in its discretion may execute, and upon its written request the Trustee
or an authenticating agent appointed by the Trustee 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 save each of them harmless
for any loss, liability, cost or expense caused by or connected with such
substitution, and, in every case

                                       23

<PAGE>

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 repurchase upon a Change of Control (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 from any loss, liability, cost or expense caused by or in connection
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 or redemption or repurchase 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 or redemption or
repurchase of negotiable instruments or other securities without their
surrender.

         Section 2.07. Temporary Debentures. Pending the preparation of
Debentures in certificated form, the Company may execute and the Trustee or an

                                       24

<PAGE>

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 Debentures in certificated
form, 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 Debentures in
certificated form. Without unreasonable delay, the Company will execute and
deliver to the Trustee or such authenticating agent Debentures in certificated
form and thereupon any or all temporary Debentures 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 Debentures in certificated form. 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 Debentures in certificated form authenticated and delivered
hereunder.

         Section 2.08. Cancellation of Debentures. All Debentures surrendered
for the purpose of payment, redemption, repurchase, conversion, exchange or
registration of transfer shall, if surrendered to the Company or any Paying
Agent 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, repurchase or satisfaction of the
indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

         Section 2.09. CUSIP Numbers. The Company in issuing the Debentures may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to
Debentureholders; provided that any such notice may state that no representation
is made as to the correctness of such numbers 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 numbers. The Company will promptly notify the Trustee of any change in the
"CUSIP" numbers.

                                       25

<PAGE>

                                    ARTICLE 3
                     REDEMPTION AND REPURCHASE OF DEBENTURES

         Section 3.01. Company's Right to Redeem. Prior to June 1, 2010, the
Securities will not be redeemable at the Company's option. Beginning on June 1,
2010, if, for at least 20 Trading Days in the period of 30 consecutive Trading
Days ending on the Trading Day immediately preceding the date of mailing of the
Redemption Notice pursuant to Section 3.02 (including on the last Trading Day in
such period), the Closing Sale Price of the Common Stock shall have exceeded
130% of the Conversion Price in effect on the last Trading Day of such period,
the Company, at its option, may redeem the Securities in accordance with the
provisions of Sections 3.02, 3.03 and 3.04 on the Redemption Date for cash, in
whole or in part, at a redemption price (the "REDEMPTION PRICE") equal to 100%
of the principal amount of the Securities to be redeemed together in each case
with accrued and unpaid Interest (including deferred interest) on the Securities
redeemed to (but excluding) the Redemption Date.

         Section 3.02. Notice of Optional Redemption; 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 pursuant to Section 3.01 it shall fix a
date for redemption (the "REDEMPTION DATE") 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 Redemption
Date, the Trustee in the name of and at the expense of the Company, shall mail
or cause to be mailed a notice of such redemption (a "REDEMPTION NOTICE") not
fewer than thirty (30) nor more than sixty (60) days prior to the Redemption
Date to each holder of Debentures so to be redeemed as a whole or in part at its
last address as the same appears on the Debenture Register; provided that if the
Company shall give such notice, it shall also give written notice of the
Redemption Date to the Trustee. Such mailing shall be by first class mail. The
notice, if mailed in the manner herein provided, shall be conclusively presumed
to have been duly given, whether or not the holder receives such notice. In any
case, failure to give such notice by mail or any defect in the 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. Concurrently with the mailing of any such Redemption Notice, the
Company shall issue a press release announcing such redemption, the form and
content of which press release shall be determined by the Company in its sole
discretion. The failure to issue any such press release or any defect therein
shall not affect the validity of the Redemption Notice or any of the proceedings
for the redemption of any Debenture called for redemption.

         Each such Redemption Notice shall specify the aggregate principal
amount of Debentures to be redeemed, the CUSIP number or numbers of the
Debentures being redeemed, the date fixed for redemption (which shall be a
Business Day), the Redemption Price at which Debentures are to be redeemed, the

                                       26

<PAGE>

place or places of payment, that payment will be made upon presentation and
surrender of such Debentures, that Interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date Interest thereon or on the portion thereof to be redeemed will cease to
accrue. Such notice shall also state the current Conversion Rate and the date on
which the right to convert such Debentures or portions thereof into Common Stock
will expire. If fewer than all the Debentures are to be redeemed, the Redemption
Notice shall identify the Debentures to be redeemed (including CUSIP numbers, 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.

         On or prior to the Redemption Date specified in the Redemption Notice
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more Paying Agents (or, if the Company is acting as its
own 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; provided that if such payment is
made on the Redemption Date it must be received by the Trustee or Paying Agent,
as the case may be, by 11:00 a.m., New York City time, on such date. 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 3.02 in excess of
amounts required hereunder to pay the Redemption Price and accrued interest to,
but excluding, the Redemption Date. Subject to the last sentence of Section
9.05, if any Debenture called for redemption is converted pursuant hereto prior
to such Redemption Date, 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. Whenever any Debentures are to be
redeemed, the Company will give the Trustee written notice in the form of an
Officer's 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.

         If less than all of the outstanding Debentures are to be redeemed, the
Trustee shall select the Debentures or portions thereof of the Global Debenture
or the Debentures in certificated form to be redeemed (in principal amounts of
$50 or multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. 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 (so far as may be
possible)

                                       27

<PAGE>

to be the portion to be selected for redemption. The Debentures (or portions
thereof) so selected shall be deemed duly selected for redemption for all
purposes hereof, notwithstanding that any such Debenture is submitted for
conversion in part before the mailing of the Redemption Notice.

         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 and
 outstanding at the time of redemption, treat as outstanding any Debentures
 surrendered for conversion during the period of fifteen (15) days next
 preceding the mailing of a 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.

         Section 3.03. Payment of Debentures Called for Redemption by the
Company. If notice of redemption has been given as provided in Section 3.02, 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 date fixed for redemption and at the place or
places stated in such notice at the applicable Redemption Price, and on and
after said date (unless the Company shall default in the payment of such
Debentures at the Redemption Price) Interest on the Debentures or portion of
Debentures so called for redemption shall cease to accrue and, after the close
of business on the Business Day immediately preceding the Redemption Date
(unless the Company shall default in the payment of such Debentures at the
Redemption Price) such Debentures shall cease to be convertible into Common
Stock and, except as provided in Section 9.05 and 13.04, to be entitled to any
benefit or security under this Indenture, and the holders thereof shall have no
right in respect of such Debentures except the right to receive the Redemption
Price thereof. On presentation and surrender of such Debentures at a place of
payment in said notice specified, the said Debentures or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price.

         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.

         Notwithstanding the foregoing, the Trustee shall not redeem less than
all the outstanding Debentures or mail any Redemption Notice with respect to
less than all the outstanding Debentures during the continuance of a default in
payment of Interest or premium, if any, on the Debentures or during any Extended
Interest Payment Period. If any Debenture called for redemption shall not be so
paid upon surrender thereof for redemption, the principal and premium, if any,

                                       28

<PAGE>

shall, until paid or duly provided for, continue to bear interest at the rate
borne by the Debenture, compounded quarterly, and such Debenture shall remain
convertible into Common Stock until the principal and premium, if any, and
Interest shall have been paid or duly provided for.

         Section 3.04, Conversion Arrangement on Call for Redemption. In
connection with any redemption of Debentures, the Company may arrange for the
purchase and conversion of any Debentures by an agreement with one or more
investment banks or other purchasers to purchase such Debentures by paying to
the Trustee in trust for the Debentureholders, on or before the date fixed for
redemption, an amount not less than the applicable Redemption Price of such
Debentures. Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the 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 date fixed for redemption, 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 and (notwithstanding anything to
the contrary contained in Article 16) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the date
fixed for redemption (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.

         Section 3.05. Repurchase of Debentures by the Company at Option of the
Holder upon a Change of Control.

         (a)      If a Change of Control shall occur at any time prior to the
Maturity Date, then each Debentureholder shall have the right, at such holder's
option, to require the Company to repurchase all of such holder's Debentures, or
any portion thereof that is a multiple of $50 principal amount, on the date (the
"REPURCHASE DATE") that is specified by the Company in accordance with Section
3.05(b) (or, if such day is not a Business Day, the next succeeding Business
Day) at a repurchase price (the "REPURCHASE PRICE") equal to 100% of the
principal amount thereof, together with accrued and unpaid Interest (including
deferred interest) to, but excluding, the Repurchase Date.

                                       29

<PAGE>

         (b)      On or before the thirtieth (30th) day after the occurrence of
a Change of Control, the Company, or at its written request the Trustee in the
name of and at the expense of the Company (which request must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree to a
shorter period), shall mail or cause to be mailed, by first class mail, to all
holders of record on such date a notice (the "CHANGE OF CONTROL NOTICE") of the
occurrence of such Change of Control and of the repurchase right at the option
of the holders arising as a result thereof to each holder of Debentures at its
last address as the same appears on the Debenture Register; provided that if the
Company shall give such notice, it shall also give written notice of the Change
of Control to the Trustee at such time as it is mailed to Debentureholders. Such
notice, if mailed in the manner herein provided, shall be conclusively presumed
to have been duly given, whether or not the holder receives such notice.
Concurrently with the mailing of any Change of Control Notice, the Company shall
issue a press release announcing such Change of Control referred to in the
Change of Control Notice, the form and content of which press release shall be
determined by the Company in its sole discretion. The failure to issue any such
press release or any defect therein shall not affect the validity of the Change
of Control Notice or any proceedings for the repurchase of any Debenture which
any Debentureholder may elect to have the Company repurchase as provided in this
Section 3.05.

         Each Change of Control Notice shall specify the circumstances
constituting the Change of Control, the Repurchase Date (which must be no less
than 20 and no more than 45 days after the date of the Change of Control
Notice), the Repurchase Price, that the holder must exercise the repurchase
right on or prior to the close of business on the Repurchase Date (the
"REPURCHASE EXPIRATION TIME"), that the holder shall have the right to withdraw
any Debentures surrendered prior to the Repurchase Expiration Time, a
description of the procedure which a Debentureholder must follow to exercise
such repurchase right or to withdraw any surrendered Debentures, the place or
places where the holder is to surrender such holder's Debentures, the amount of
interest accrued on each Debenture to the Repurchase Date and the CUSIP number
or numbers of the Debentures (if then generally in use).

         No failure of the Company to give the foregoing notices and no defect
therein shall limit the Debentureholders' repurchase rights or affect the
validity of the proceedings for the repurchase of the Debentures pursuant to
this Section 3.05.

         (c)      Debentures shall be repurchased pursuant to this Section 3.05
at the option of the holder upon:

                    (i)     delivery to the Trustee (or other Paying Agent
         appointed by the Company) by a holder of a duly completed notice (the
         "REPURCHASE

                                       30

<PAGE>

         ELECTION") in the form set forth on the reverse of the Debenture at any
         time prior to the Repurchase Expiration Time; and

                  (ii)     delivery or book-entry transfer of the Debentures to
         the Trustee (or other Paying Agent appointed by the Company) at any
         time after delivery of the Repurchase Election (together with all
         necessary endorsements) at the Corporate Trust Office of the Trustee
         (or other Paying Agent appointed by the Company) in the Borough of
         Manhattan, such delivery being a condition to receipt by the holder of
         the purchase price therefor; provided that such purchase price shall be
         so paid pursuant to this Section 3.05 only if the Debenture so
         delivered to the Trustee (or other Paying Agent appointed by the
         Company) shall conform in all respects to the description thereof in
         the related Repurchase Election. All questions as to the validity,
         eligibility (including time of receipt) and acceptance of any Debenture
         for repurchase shall be determined by the Company, whose determination
         shall be final and binding absent manifest error.

         (d)      The Company shall purchase from the holder thereof, pursuant
to this Section 3.05, a portion of a Debenture, if the principal amount of such
portion is $50 or a whole multiple of $50. Provisions of this Indenture that
apply to the purchase of all of a Debenture also apply to the purchase of such
portion of such Debenture. Upon presentation of any Debenture repurchased 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 any authorized denomination, in aggregate
principal amount equal to the portion of the Debentures presented not
repurchased.

         (e)      On or prior to the Repurchase Date, the Company will deposit
with the Trustee or with one or more Paying Agents (or, if the Company is acting
as its own Paying Agent, set aside, segregate and hold in trust as provided in
Section 6.04) an amount of cash sufficient to repurchase on the Repurchase Date
all the Debentures or portions thereof to be repurchased on such date at the
Repurchase Price; provided that if such payment is made on the Repurchase Date
it must be received by the Trustee or Paying Agent, as the case may be, by 11:00
a.m., New York City time, on such date.

         If the Trustee or other Paying Agent appointed by the Company, or the
Company or an Affiliate of the Company, if it or such Affiliate is acting as the
Paying Agent, holds cash sufficient to pay the aggregate Repurchase Price of all
the Debentures or portions thereof that are to be repurchased as of the
Repurchase Date, on or after the Repurchase Date (i) such Debentures will cease
to be outstanding, (ii) Interest on such Debentures will cease to accrue and
(iii) all other rights of the holders of such Debentures will terminate, whether
or not book-entry transfer of the Debentures has been made or the Debentures
have been delivered

                                       31

<PAGE>

to the Trustee or Paying Agent, other than the right to receive the Repurchase
Price upon delivery of the Debentures.

         (f)      Upon receipt by the Trustee (or other Paying Agent appointed
by the Company) of the Repurchase Election specified in Section 3.05(c), the
holder of the Debenture in respect of which such Repurchase Election was given
shall (unless such Repurchase Election is validly withdrawn) thereafter be
entitled to receive solely the Repurchase Price with respect to such Debenture.
Such Repurchase Price shall be paid to such holder, subject to receipt of funds
and/or Debentures by the Trustee (or other Paying Agent appointed by the
Company), promptly (but in no event more than five (5) Business Days) following
the later of (x) the Repurchase Date with respect to such Debenture (provided
the holder has satisfied the conditions in Section 3.05(c)) and (y) the time of
delivery of such Debenture to the Trustee (or other Paying Agent appointed by
the Company) by the holder thereof in the manner required by Section 3.05(c).
Debentures in respect of which a Repurchase Election has been given by the
holder thereof may not be converted pursuant to Article 16 hereof on or after
the date of the delivery of such Repurchase Election unless such Repurchase
Election has first been validly withdrawn.

         (g)      Notwithstanding anything herein to the contrary, any holder
delivering to the office of the Trustee (or other Paying Agent appointed by the
Company) the Repurchase Election contemplated by Section 3.05(c) shall have the
right to withdraw such Repurchase Election at any time prior to the close of
business on the Business Day preceding the Repurchase Date by delivery of a
written notice of withdrawal to the Trustee (or other Paying Agent appointed by
the Company) specifying:

                    (i)     the certificate number, if any, of the Debenture in
         respect of which such notice of withdrawal is being submitted, or the
         appropriate Depositary information if the Debenture in respect of which
         such notice of withdrawal is being submitted is represented by a Global
         Debenture,

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

                  (iii)     the principal amount, if any, of such Debenture
which remains subject to the original Repurchase Election and which has been or
will be delivered for repurchase by the Company.

         The Trustee (or other Paying Agent appointed by the Company) shall
 promptly notify the Company of the receipt by it of any Repurchase Election or
 written notice of withdrawal thereof.

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<PAGE>

         (h)      In the case of a reclassification, change, consolidation,
merger, combination, sale or conveyance to which Section 16.06 applies, in which
the Common Stock of the Company is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Company or shares of common stock
of another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Company, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
Trust Indenture Act as in force at the date of execution of such supplemental
indenture) modifying the provisions of this Indenture relating to the right of
holders of the Debentures to cause the Company to repurchase the Debentures
following a Change of Control, including without limitation the applicable
provisions of this Section 3.05 and the definitions of Common Stock and Change
of Control, as appropriate, as determined in good faith by the Company (which
determination shall be conclusive and binding), to make such provisions apply to
such other Person if different from the Company and the common stock issued by
such Person (in lieu of the Company and the Common Stock of the Company).

         (i)      The Company will comply with the provisions of Rule 13e-4 and
any other tender offer rules under the Exchange Act to the extent then
applicable in connection with the repurchase rights of the holders of Debentures
in the event of a Change of Control.

         (j)      The Trustee (or other Paying Agent appointed by the Company)
shall return to the Company any cash that remains unclaimed as provided in
Section 14.04, together with interest, if any, thereon, held by them for the
payment of the Repurchase Price; provided that to the extent that the aggregate
amount of cash deposited by the Company pursuant to Section 3.05(e) exceeds the
aggregate Repurchase Price of the Debentures or portions thereof which the
Company is obligated to purchase as of the Repurchase Date then, unless
otherwise agreed in writing with the Company, promptly after the Business Day
following the Repurchase Date, the Trustee shall return any such excess to the
Company together with interest, if any, thereon.

                                       33

<PAGE>

                                    ARTICLE 4
                          SUBORDINATION OF DEBENTURES

         Section 4.01. Agreement of Subordination. The Company covenants and
agrees, and each holder of Debentures issued hereunder by its acceptance thereof
likewise covenants and agrees, that all Debentures shall be issued subject to
the provisions of this Article 4, and each Person holding any Debentures,
whether upon original issue or upon registration of transfer, assignment or
exchange thereof, accepts and agrees to be bound by such provisions.

         The payment of the principal of, premium, if any, and Interest on all
Debentures (including, but not limited to, the Redemption Price with respect to
Debentures called for redemption in accordance with Section 3.02 or Repurchase
Price with respect to Debentures submitted for repurchase in accordance with
Section 3.05) issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Senior and Senior Subordinated Indebtedness,
whether outstanding at the date of this Indenture or thereafter incurred.

         No provision of this Article 4 shall prevent the occurrence of any
default or Event of Default hereunder or have any effect on the rights of the
holders of the Debentures or the Trustee to accelerate the maturity of the
Debentures.

         Section 4.02. Payments to Debentureholders. No payment shall be made
with respect to the principal of, premium, if any, or Interest on the Debentures
(including, but not limited to, the Redemption Price with respect to Debentures
called for redemption in accordance with Section 3.02 or Repurchase Price with
respect to Debentures submitted for repurchase in accordance with Section 3.05),
except payments and distributions made by the Trustee as permitted by the first
or second paragraph of Section 4.05, if:

                  (i) a default in the payment of principal, premium, if any,
         interest, rent or other obligations in respect of Designated Senior
         Indebtedness occurs and is continuing (or, in the case of Designated
         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 Designated Senior
         Indebtedness) (a "PAYMENT DEFAULT"); or

                  (ii) a default, other than a Payment Default, on any
         Designated Senior Indebtedness occurs and is continuing that then
         permits holders of such Designated Senior Indebtedness to accelerate
         its maturity (or in the case of any lease that is Designated Senior
         Indebtedness, a default occurs and is continuing that then permits the
         lessor to either terminate the lease or require the Company to make an
         irrevocable offer to terminate the lease

                                       34

<PAGE>

         following an event of default thereunder) and the Trustee receives a
         notice of the default (a "PAYMENT BLOCKAGE NOTICE") from a holder of
         Designated Senior Indebtedness or a Representative of Designated Senior
         Indebtedness (a "NON-PAYMENT DEFAULT").

         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 4.02 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 extent the holder or the
Representative of Designated Senior Indebtedness giving such notice had
knowledge of the same) to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

         The Company may and shall resume payments on and distributions in
respect of the Debentures (including, but not limited to, the Redemption Price
with respect to Debentures called for redemption in accordance with Section 3.02
or Repurchase Price with respect to Debentures submitted for repurchase in
accordance with Section 3.05) upon the earlier of:

                  (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
               Designated 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 4
               otherwise prohibits the payment or distribution at the time of
               such payment or distribution.

         Upon any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, 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, all amounts due or to become due upon all
Senior and Senior Subordinated Indebtedness shall first be paid in full in cash
(including interest after the commencement of any such proceeding at the rate
specified in the applicable debt agreement or other document, whether or not
allowed as a claim in such proceeding) before any payment is made on account of

                                       35

<PAGE>

the principal of, premium, if any, or Interest on the Debentures (except
payments made pursuant to Article 14 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 assets of the Company of any kind or character,
whether in cash, property or securities, to which the holders of the Debentures
or the Trustee would be entitled, except for the provisions of this Article 4,
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 and
Senior Subordinated Indebtedness (pro rata to such holders on the basis of the
respective amounts of Senior and Senior Subordinated Indebtedness held by such
holders, or as otherwise required by law or a court order) or their
Representative or Representatives, as their respective interests may appear, to
the extent necessary to pay all Senior and Senior Subordinated Indebtedness in
full in cash, after giving effect to any concurrent payment or distribution to
or for the holders of Senior and Senior Subordinated Indebtedness, before any
payment or distribution is made to the holders of the Debentures or to the
Trustee.

         For purposes of this Article 4, the words, "CASH, PROPERTY OR
SECURITIES" shall not be deemed to include shares of Common 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
4 with respect to the Debentures to the payment of all Senior and Senior
Subordinated Indebtedness which may at the time be outstanding; provided that
(i) the Senior and Senior Subordinated Indebtedness is assumed by the new
corporation, if any, resulting from any reorganization or readjustment, and (ii)
the rights of the holders of Senior and Senior Subordinated 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 4.02 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

                                       36

<PAGE>

Debentures in respect of the principal of, premium, if any, or Interest on the
Debentures (including, but not limited to, the Redemption Price with respect to
Debentures called for redemption in accordance with Section 3.02 or Repurchase
Price with respect to Debentures submitted for repurchase in accordance with
Section 3.05), except payments and distributions made by the Trustee as
permitted by the first or second paragraph of Section 4.05, until all Senior and
Senior Subordinated Indebtedness has been paid in full in cash (including
interest after the commencement of any such proceeding at the rate specified in
the applicable debt agreement or other document, whether or not allowed as a
claim in such proceeding) 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 and Senior Subordinated
Indebtedness of the acceleration.

         In the event that, notwithstanding the foregoing provisions, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities (including, without limitation, by way
of setoff or otherwise), prohibited by the foregoing provisions in this Section
4.02, shall be received by the Trustee or the holders of the Debentures before
all Senior and Senior Subordinated Indebtedness is paid in full in cash
(including interest after the commencement of any such proceeding at the rate
specified in the applicable debt agreement or other document, whether or not
allowed as a claim in such proceeding) or provision is made for such payment
thereof in accordance with its terms in cash (including interest after the
commencement of any such proceeding at the rate specified in the applicable debt
agreement or other document, whether or not allowed as a claim in such
proceeding), to the extent that the Trustee or any holder of the Debentures has
acquired written notice that all Senior and Senior Subordinated Indebtedness has
not been paid in full, 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 and
Senior Subordinated 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 and Senior Subordinated Indebtedness
remaining unpaid to the extent necessary to pay all Senior and Senior
Subordinated Indebtedness in full in cash (including interest after the
commencement of any such proceeding at the rate specified in the applicable debt
agreement or other document, whether or not allowed as a claim in such
proceeding), after giving effect to any concurrent payment or distribution to or
for the holders of such Senior and Senior Subordinated Indebtedness.

         Nothing in this Article 4 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 8.03 or Section 9.06. This Section 4.02
shall be subject to the further provisions of Section 4.05.

                                       37

<PAGE>

         Section 4.03. Subrogation of Debentures. Subject to the payment in full
in cash (including interest after the commencement of any such proceeding at the
rate specified in the applicable debt agreement or other document, whether or
not allowed as a claim in such proceeding) of all Senior and Senior Subordinated
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
and Senior Subordinated Indebtedness pursuant to the provisions of this Article
4 (equally and ratably with the holders of all Indebtedness of the Company which
by its express terms is subordinated to Senior and Senior Subordinated
Indebtedness to the same extent as the Debentures are subordinated and is
entitled to like rights of subrogation) to the rights of the holders of Senior
and Senior Subordinated Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to the Senior and Senior
Subordinated Indebtedness until the principal, premium, if any, and Interest on
the Debentures shall be paid in full, and, for the purposes of such subrogation,
no payments or distributions to the holders of the Senior and Senior
Subordinated Indebtedness of any cash, property or securities to which the
holders of the Debentures or the Trustee would be entitled except for the
provisions of this Article 4, and no payment pursuant to the provisions of this
Article 4, to or for the benefit of the holders of Senior and Senior
Subordinated Indebtedness by holders of the Debentures or the Trustee, shall, as
among the Company, its creditors other than holders of Senior and Senior
Subordinated Indebtedness, and the holders of the Debentures, be deemed to be a
payment by the Company to or on account of the Senior and Senior Subordinated
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 4, which would otherwise have been paid
to the holders of Senior and Senior Subordinated 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 4 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 and Senior Subordinated
Indebtedness, on the other hand.

         Nothing contained in this Article 4 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 and Senior Subordinated 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 and Senior
Subordinated Indebtedness, nor shall anything herein or therein prevent the
Trustee or, subject to Section 8.04, the holder of any Debenture from exercising
all remedies otherwise permitted by

                                       38

<PAGE>

applicable law upon default under this Indenture, subject to the rights, if any,
under this Article 4 of the holders of Senior and Senior Subordinated
Indebtedness in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

         Section 4.04. 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 4 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 and Senior Subordinated Indebtedness or
their Representatives are hereby authorized to file an appropriate claim for and
on behalf of the holders of the Debentures.

         Section 4.05. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officer's Certificate to a Responsible Officer of the
Trustee and to any Paying Agent 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 4.
Notwithstanding the provisions of this Article 4 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
4, 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 Officer's Certificate) or a Representative or a holder or holders of
Senior and Senior Subordinated 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 two (2) Business Days 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 4.05, 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 4 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

                                       39

<PAGE>

have received written notice at the Corporate Trust Office on or before two (2)
Business Days prior to the date such payment is due that such payment is not
permitted under Section 4.01 or Section 4.02,

         The Trustee, subject to the provisions of Section 9.01, shall be
entitled to rely on the delivery to it of a written notice by a Representative
or a person representing himself to be a holder of Senior and Senior
Subordinated 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 and
Senior Subordinated 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 and Senior Subordinated Indebtedness
pursuant to this Article 4 unless it has received satisfactory evidence as to
the amount of Senior and Senior Subordinated 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 4.

         Section 4.06. Trustee's Relation to Senior and Senior Subordinated
Indebtedness. The Trustee, in its individual capacity, shall be entitled to all
the rights set forth in this Article 4 in respect of any Senior and Senior
Subordinated Indebtedness at any time held by it, to the same extent as any
other holder of Senior and Senior Subordinated Indebtedness, and nothing in
Section 9.13 or elsewhere in this Indenture shall deprive the Trustee of any of
its rights as such holder.

         With respect to the holders of Senior and Senior Subordinated
Indebtedness, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article 4, and
no implied covenants or obligations with respect to the holders of Senior and
Senior Subordinated 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 and Senior Subordinated Indebtedness and, subject to the
provisions of Section 9.01, the Trustee shall not be liable to any holder of
Senior and Senior Subordinated 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 4.

         Section 4.07. No Impairment of Subordination. No right of any present
or future holder of any Senior and Senior Subordinated Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged

                                       40

<PAGE>

with. Senior and Senior Subordinated Indebtedness may be created, renewed or
extended and holders of Senior and Senior Subordinated Indebtedness may exercise
any rights under any instrument creating or evidencing such Senior and Senior
Subordinated Indebtedness, including, without limitation, any waiver of default
thereunder, without any notice to or consent from the holders of the Debentures
or the Trustee. No compromise, alteration, amendment, modification, extension,
renewal or other change of, or waiver, consent or other action in respect of,
any liability or obligation under or in respect of the Senior and Senior
Subordinated Indebtedness or any terms or conditions of any instrument creating
or evidencing such Senior and Senior Subordinated Indebtedness shall in any way
alter or affect any of the provisions of this Article 4 or the subordination of
the Debentures provided thereby.

         Section 4.08. Certain Conversions Not Deemed Payment. For the purposes
of this Article 4 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 transaction specified in Section 16.06 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 4.08, the term
"JUNIOR SECURITIES" means (a) Common Stock of the Company or (b) securities of
the Company that are subordinated in right of payment to all Senior and Senior
Subordinated Indebtedness that may be outstanding at the time of issuance or
delivery of such securities to the same extent as, or to a greater extent than,
the Debentures are so subordinated as provided in this Article 4. Nothing
contained in this Article 4 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 and Senior Subordinated 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 4.09. 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 4 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 4 in addition to or
in place of the Trustee; provided, however, that the first paragraph of Section
4.05 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.

                                       41

<PAGE>

         Section 4.10. Senior and Senior Subordinated Indebtedness Entitled to
Rely. The holders of Senior and Senior Subordinated Indebtedness (including,
without limitation, Designated Senior Indebtedness) shall have the right to rely
upon this Article 4, 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.

         Section 4.11. Reliance on Judicial Order or Certificate of Liquidating
Agent. Upon any payment or distribution of assets of the Company referred to in
this Article 4, 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 and Senior
Subordinated 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 4.

                                    ARTICLE 5
                       DEFERRAL OF INTEREST PAYMENT PERIOD

         Section 5.01. Extended Interest Payment Period. So long as the Company
is not in default in the payment of Interest on the Debentures, and so long as
the Designated Agreement Termination Date has occurred, the Company shall have
the right, at any time during the term of the Debentures, from time to time to
extend any interest payment period with respect to such Debentures for up to 20
consecutive quarterly interest periods (an "EXTENDED INTEREST PAYMENT PERIOD"),
at the end of which period the Company shall pay all Interest accrued and unpaid
thereon (together with interest thereon at the rate of 5.50% 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 Redemption Date of the Debentures or end on a day other
than an Interest Payment Date. 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 Period; provided that such Extended Interest Payment Period,
including such extension and all such further extensions thereof, shall not
exceed 20 consecutive quarterly interest periods. Upon the termination of any
Extended Interest Payment Period and upon the payment of all accrued and

                                       42

<PAGE>

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. At the end of the 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 are registered in the
Debenture Register on the first Record Date prior to the end of the Extended
Interest Payment Period.

         Section 5.02. Notification of Deferral of Interest Payment Periods. The
Company shall, or shall cause the Trustee to, give the holders of the Debentures
written notice of its selection of an Extended Interest Payment Period at least
5 Business Days prior to the earlier of (i) the Record Date with respect to the
next succeeding Interest Payment Date or (ii) the date the Company is required
to give notice of the record or payment date of such interest payment to any
national stock exchange or other self-regulatory organization on which the
Debentures are listed or quoted or to holders of the Debentures. The quarter in
which any notice is given pursuant to this Section 5.02 shall be counted as one
of the quarters permitted in the maximum Extended Interest Payment Period
permitted under this Article 5. If the Company shall give such notice, the
Company shall also deliver a copy of such notice to the Trustee at such time as
it is mailed to Debentureholders.

                                    ARTICLE 6
                       PARTICULAR COVENANTS OF THE COMPANY

         Section 6.01. Payment of Principal, Premium and Interest, The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any (including, but not limited to, the
Redemption Price with respect to Debentures called for redemption in accordance
with Section 3.02 or Repurchase Price with respect to Debentures submitted for
repurchase in accordance with Section 3.05), and Interest, on each of the
Debentures at the places, at the respective times and in the manner provided
herein and in the Debentures.

         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 presentation for payment or for conversion, redemption or repurchase and
where notices and demands to or upon the Company in respect of the Debentures
and this Indenture may be served. 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

                                       43

<PAGE>

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.

         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, 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 9.10(a) and the
third paragraph of Section 9.11. 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. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 9.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 6.04. Provisions as to Paying Agent. (a) If the Company shall
appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint
such a Paying Agent, the Company 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:

                  (1)      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;

                  (2)      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

                                       44

<PAGE>

                  (3)      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 that if such deposit is made on the due
date, such deposit shall be received by the Paying Agent by 11:00 a.m., New York
City time, on such date.

         (b)      If the Company shall act as its own 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 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 Sections 14.03 and 14.04.

         The Trustee shall not be responsible for the actions of any other
Paying Agent (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 6.05. Existence. Subject to Article 13, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect its existence and rights (charter and statutory); provided that the
Company shall not be required to preserve any such right if the Company shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the

                                       45

<PAGE>

Company and that the loss thereof is not disadvantageous in any material respect
to the Debentureholders.

         Section 6.06. Rule 144A Information Requirement. Within the period
prior to the expiration of the holding period applicable to sales thereof 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 which 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 6.07. 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.

         Section 6.08. Compliance Certificate. The Company shall deliver to the
Trustee, within one hundred twenty (120) days after the end of each fiscal year
of the Company (which fiscal year of the Company is presently the twelve
calendar months ending December 31), a certificate signed by either the
principal executive officer, principal financial officer or principal accounting
officer of the Company, stating whether or not to the best knowledge of the
signer 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

                                       46

<PAGE>

default, specifying all such defaults and the nature and the status thereof of
which the signer may have knowledge.

         The Company will deliver to the Trustee, promptly upon becoming aware
of (i) any default in the performance or observance of any covenant, agreement
or condition contained in this Indenture, or (ii) any Event of Default, an
Officer's Certificate specifying with particularity such default or Event of
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 6.08 shall be
delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.

         Section 6.09. Liquidated Damages Notice. In the event that the Company
is required to pay Liquidated Damages to holders of Debentures pursuant to the
Registration Rights Agreement, the Company will provide written notice
("LIQUIDATED DAMAGES NOTICE") to the Trustee of its obligation to pay Liquidated
Damages no later than fifteen (15) days prior to the proposed payment date for
the Liquidated Damages, and the Liquidated Damages Notice shall set forth the
amount of Liquidated Damages 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 Liquidated Damages, or with respect to the
nature, extent or calculation of the amount of Liquidated Damages when made, or
with respect to the method employed in such calculation of the Liquidated
Damages.

         Section 6.10. Tax Treatment. The Company agrees and, by acceptance of a
Debenture, each beneficial holder of a Debenture will covenant to treat the
Debentures as indebtedness of the Company for U.S. federal income tax purposes.

         Section 6.11. Restrictions on Certain Payments. The Company agrees that
if (i) an event has occurred that with the giving of notice or the lapse of
time, or both, would constitute an Event of Default and the Company has not
taken commercially reasonable steps to cure the event (a "POTENTIAL EVENT OF
DEFAULT") or (ii) the Company has given notice of its intention to begin an
Extended Interest Payment Period pursuant to Section 5.02 and has not rescinded
the notice or any Extended Interest Payment Period is continuing, then the
Company will not and will not permit any of its Subsidiaries to do any of the
following (each, a "RESTRICTED PAYMENT"):

         (a)      declare or pay any dividends on, make distributions regarding,
or redeem, purchase, acquire or make any liquidation payment with respect to,
any of the capital stock of the Company, other than:

                                       47

<PAGE>

                  (i)      purchases of the capital stock of the Company in
         connection with employee or agent benefit plans or under any dividend
         reinvestment plan;

                  (ii)     in connection with the reclassifications of any class
         or series of the Company's capital stock, or the exchange or conversion
         of one class or series of the Company's capital stock for or into
         another class or series of its capital stock;

                  (iii)    the purchase of fractional interests in shares of the
         Company's capital stock in connection with the conversion or exchange
         provisions of that capital stock or the security being converted or
         exchanged;

                  (iv)     dividends or distributions in the Company's capital
         stock, or options, warrants or rights to acquire capital stock, or
         repurchases or redemptions of capital stock solely from the issuance or
         exchange of capital stock;

                  (v)      any declaration of a dividend in connection with the
         implementation of a shareholders' rights plan, or issuances of stock
         under any such plan in the future, or redemptions or repurchases of any
         such rights pursuant to any such shareholders' rights plan; or

                  (vi)     repurchases of Common Stock in connection with
         acquisitions of businesses made by the Company or any of its
         Subsidiaries (which repurchases are made in connection with the
         satisfaction of indemnification obligations of the sellers of such
         businesses);

         (b)      make any payment of interest, principal or premium, if any, on
or repay, repurchase or redeem any debt securities (including other convertible
debentures) issued by the Company that rank equally with or junior to the
Debentures; or

         (c)      make any guarantee payments with respect to any Guarantee by
the Company of the debt securities (including other Guarantees) of any of its
Subsidiaries, if such Guarantee ranks equally with or junior in interest to the
Debentures;

provided that the limitation described in clause (a) above will not apply when a
Potential Event of Default is occurring until such time as each of the
Designated Agreements has been replaced, retired or otherwise terminated or has
been duly amended so that such Designated Agreement does not limit the Company's
ability to agree not to make the payments described in clause (a) above (the
first date on

                                       48

<PAGE>

which all of the Designated Agreements has been so replaced, retired, terminated
or amended, the "DESIGNATED AGREEMENT TERMINATION DATE").

         Notwithstanding the foregoing, Restricted Payments shall not include
payments or distributions of any kind made by the Company, directly or
indirectly, to Williams Gas Pipeline Company, LLC or any of its direct or
indirect Subsidiaries, or to any successor company established by the Company to
own or manage its natural gas pipelines and related assets, or any of such
successor company's direct or indirect Subsidiaries.

         Section 6.12. Termination of Designated Agreements. The Company agrees
to use its commercially reasonable efforts to cause each of the Designated
Agreements to be replaced, retired or otherwise terminated or to be amended so
that such Designated Agreement does not limit the Company's ability to agree not
to make the payments described in clause (a) of Section 6.11 within 90 days
after the date of this Indenture.

                                    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, semiannually, not
more than fifteen (15) days after each June 1 and December 1 in each year
beginning with December 1, 2003, and at such other times as the Trustee may
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 of the names and
addresses of the holders of Debentures as of a date not more than fifteen (15)
days (or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished,
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

                                       49

<PAGE>

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
December 15 of each year commencing with the year 2003, the Trustee shall
transmit to holders of Debentures such reports dated as of December 15 of the
year in which such reports are made concerning the Trustee and its actions under
this Indenture as may be 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 each stock exchange and
automated quotation system upon which the Debentures are listed, with the
Securities and Exchange Commission 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 shall file with the
Trustee (and the Commission if at any time after the Indenture becomes qualified
under the Trust Indenture Act), and transmit to holders of Debentures, such
information, documents and other reports and such summaries thereof, as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant to such Act, whether or not the Debentures are governed by
such Act; provided that any such information, documents or reports required to
be filed with the Commission pursuant to Section 13 or 15 (d) of the Exchange
Act shall be filed with the Trustee within fifteen (15) days after the same is
so required to be filed with the Commission. 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 an Officer's
Certificates).

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

         Section 8.01. Events of Default. In case one or more of the following
events (each an "EVENT OF DEFAULT") (whatever the reason for such Event of 50

<PAGE>

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) shall
have occurred and be continuing:

         (a)      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 thirty (30) days, whether or not the
payment is prohibited by the provisions of Article 4 hereof, provided that a
valid extension of the interest payment period by the Company pursuant to
Article 5 shall not constitute an Event of Default; or

         (b)      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 or in connection with any redemption, repurchase or
otherwise, in each case pursuant to Article 3, by acceleration or otherwise,
whether or not the payment is prohibited by the provisions of Article 4 hereof;
or

         (c)      default in the Company's obligation to convert the Debentures
into Common Stock upon the exercise of a holder's rights pursuant to Article 16;
or

         (d)      default in the Company's obligation to repurchase the
Debentures at the option of a holder upon a Change of Control pursuant to
Section 3.05, whether or not the payment is prohibited by the provisions of
Article 4 hereof; or

         (e)      failure to provide notice of the occurrence of a Change of
Control on a timely basis as required by Section 3.05; or

         (f)      default in Williams' obligation to redeem the convertible
debentures after it has exercised its option to redeem, whether or not the
payment is prohibited by the provisions of Article 4 hereof; or

         (g)      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 or in this Indenture (other than a covenant or agreement a default in
whose performance or whose breach is elsewhere in this Section 8.01 specifically
dealt with) continued for a period of ninety (90) days after the date on which
written notice of such failure, requiring the Company to remedy the same, shall
have been given to the Company by the Trustee, or the Company and a Responsible
Officer of the Trustee by the holders of at least twenty-five percent (25%) in
aggregate principal amount of the Debentures at the time outstanding determined
in accordance with Section 10.04; or

         (h)      failure to pay at final stated maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Junior

                                       51

<PAGE>

Subordinated Indebtedness of the Company or the acceleration of the final stated
maturity of any such Junior Subordinated Indebtedness (which acceleration is not
rescinded, annulled or otherwise cured within 90 days of receipt by the Company
of notice from the holders thereof of any such acceleration) if the aggregate
principal amount of such Junior Subordinated Indebtedness, together with the
principal amount of any other Junior Subordinated Indebtedness of the Company
that is in default for failure to pay principal at final stated maturity or
which has been accelerated (in each case with respect to which the 90-day period
described above has elapsed), aggregates $250 million or more at any time; or

         (i)      the Company shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
the Company or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, or shall consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Company, or shall
make a general assignment for the benefit of creditors, or shall fail generally
to pay its debts as they become due; or

         (j)      an involuntary case or other proceeding shall be commenced
against the Company seeking liquidation, reorganization or other relief with
respect to the Company or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of the Company or any
substantial part of the property of the Company, and such involuntary case or
other proceeding shall remain undismissed and unstayed for a period of sixty
(60) consecutive days;

then, and in each and every such case (other than an Event of Default specified
in Section 8.01(i) or 8.01(j)), unless the principal of all of the Debentures
shall have already become due and payable, either the Trustee or the holders of
not less than twenty-five percent (25%) in aggregate principal amount of the
Debentures then outstanding hereunder determined in accordance with Section
10.04, by notice in writing to the Company (and to the Trustee if given by
Debentureholders), may declare the principal of and premium, if any, on all the
Debentures and the Interest accrued thereon to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due
and payable, anything in this Indenture or in the Debentures contained to the
contrary notwithstanding. If an Event of Default specified in Section 8.01(i) or
8.01(j) occurs, the principal of all the Debentures and the Interest accrued
thereon shall be immediately and automatically due and payable without necessity
of further action. This provision, however, is subject to the conditions 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
Company shall pay or shall

                                       52

<PAGE>

deposit with the Trustee a sum sufficient to pay all matured installments of
Interest upon all Debentures and the principal of and premium, if any, on any
and all Debentures which shall have become due otherwise than by acceleration
(with interest on overdue installments of Interest (to the extent that payment
of such interest is enforceable under applicable law) and on such principal and
premium, if any, at the rate borne by the Debentures, to the date of such
payment or deposit) and amounts due to the Trustee pursuant to Section 9.06, and
if any and all defaults under this Indenture, other than the nonpayment of
principal of and premium, if any, and accrued Interest on Debentures which shall
have become due by acceleration, shall have been cured or waived pursuant to
Section 8.07, 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 or Events of Default and
rescind and annul such declaration and its consequences; but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or Event of Default, or shall impair any right consequent thereon. The Company
shall notify in writing a Responsible Officer of the Trustee, promptly upon
becoming aware thereof, of any Event of Default.

         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 and annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such case
the Company, the holders of Debentures, and the Trustee shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the holders of Debentures, and the Trustee
shall continue as though no such proceeding had been taken.

         Section 8.02. Payments of Debentures on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of Interest upon any of the Debentures as and when the same shall
become due and payable, and such default shall have continued for a period of
thirty (30) days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Debentures as and when the same
shall have become due and payable, whether at maturity of the Debentures or in
connection with any redemption, repurchase, acceleration, 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 such Debentures for principal and
premium, if any, or Interest, as the case may be, with interest upon the overdue
principal and premium, if any, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
all other amounts due the Trustee under Section 9.06. Until such demand by the
Trustee, the Company may pay the principal of and premium, if any, and Interest

                                       53

<PAGE>

on the Debentures to the registered holders, whether or not the Debentures are
overdue.

         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 actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Debentures and collect in the manner provided by law out of the property of the
Company or any other obligor on the Debentures wherever situated the monies
adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debentures under
Title 11 of the United States Code, or any other applicable 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 such other obligor, the property of the Company or
such other obligor, or in the case of any other judicial proceedings relative to
the Company or such 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 the 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 8.02,
shall be entitled and empowered, by intervention in such proceedings or
otherwise, 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, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and of the Debentureholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, its or their creditors, or its or their property, and to collect and
receive any monies or other property payable or deliverable on any such claims,
and to distribute the same after the deduction of any amounts due the Trustee
under Section 9.06, and any receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, custodian or similar official is hereby authorized
by each of the Debentureholders to make such payments to the Trustee, and, in
the event that the Trustee shall consent to the making of such payments directly
to the Debentureholders, to pay to the Trustee any amount due it for reasonable
compensation, expenses, advances and disbursements, including counsel fees and
expenses incurred by it up to the date of such distribution. To the extent that
such payment of reasonable compensation, expenses, advances and disbursements
out of the estate in any such proceedings shall be denied for any reason,
payment of the same shall be secured by a lien on, and shall be paid out of, any
and all distributions, dividends, monies, securities and other property which
the holders

                                       54

<PAGE>

of the Debentures may be entitled to receive in such proceedings, whether in
liquidation or under any plan of reorganization or arrangement or otherwise.

         All rights of action and of asserting 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 at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the holders of the
Debentures.

         In any proceedings brought by the Trustee (and in 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, and it shall not be necessary to make any holders of the
Debentures parties to any such proceedings.

         Section 8.03. Application of Monies. Any monies collected by the
Trustee pursuant to this Article 8 and, after an Event of Default, any other
money or other property distributable in respect of the Company's obligations
under this Indenture shall be applied in the order following, at the date or
dates fixed by the Trustee for the distribution of such monies, upon
presentation of the several Debentures, and stamping thereon the payment, if
only partially paid, and upon surrender thereof, if fully paid:

         FIRST: To the Trustee (including any predecessor Trustee) for the
payment of all amounts due under Section 9.06;

         SECOND: In case the principal of the outstanding Debentures shall not
have become due and be unpaid, subject to the provisions of Article 4, to the
payment of Interest on the 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 rate borne by the Debentures, such payments to be made ratably
to the Persons entitled thereto;

         THIRD: In case the principal of the outstanding Debentures shall have
become due, by declaration or otherwise, and be unpaid, subject to the
provisions of Article 4, to the payment of the whole amount then owing and
unpaid upon 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 rate borne by the Debentures, and in case such monies shall be
insufficient to pay in full the whole amounts so due and unpaid upon the
Debentures, then to the

                                       55

<PAGE>

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 Debenture over any other Debenture, ratably
to the aggregate of such principal and premium, if any, and accrued and unpaid
Interest; and

         FOURTH: To the payment of the remainder, if any, to the Company or any
other Person lawfully entitled thereto.

         Section 8.04. Proceedings by Debentureholder. No holder of any
Debenture shall have any right by virtue of or by reference to any provision of
this Indenture to institute any suit, action or proceeding in equity or at law
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 of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five
percent (25%) in aggregate principal amount of the Debentures then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable security or indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty (60) days after its receipt of such notice, request and offer
of indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to Section 8.07; 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 of
or by reference to 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 (except as
otherwise provided herein). For the protection and enforcement of this Section
8.04, 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 of this Indenture and any provision
of any Debenture, the right of any holder of any Debenture to receive payment of
the principal of and premium, if any (including, but not limited to, the
Redemption Price with respect to Debentures called for redemption in accordance
with Section 3.02 or Repurchase Price with respect to Debentures submitted for
repurchase in accordance with Section 3.05), and accrued Interest on such
Debenture, on or after the respective due dates expressed in such Debenture or
in

                                       56

<PAGE>

the event of redemption, or to institute suit for the enforcement of any such
payment on or after such respective dates against the Company shall not be
impaired or affected without the consent of such holder.

         Anything in this Indenture or the Debentures to the contrary
notwithstanding, the holder of any Debenture, without the consent of either the
Trustee or the holder of any other Debenture, in its own behalf and for its own
benefit, may enforce, and may institute and maintain any proceeding suitable to
enforce, its rights of conversion as provided herein.

         Section 8.05. Proceedings by Trustee. In case of an Event of Default,
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 are
necessary to protect and enforce any of such rights, either by suit in equity or
by action at law or by proceeding 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 to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

         Section 8.06. Remedies Cumulative and Continuing. Except as provided in
Section 2.06, all powers and remedies given by this Article 8 to the Trustee or
to the Debentureholders shall, 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 holders of the Debentures, 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 any of the Debentures to exercise any right
or power accruing upon any default or Event of 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 any 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 8.07. Direction of Proceedings and Waiver of Defaults by
Majority of Debentureholders. The holders of a majority in aggregate principal
amount of the Debentures at the time outstanding determined in accordance with
Section 10.04 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; provided that (a) such direction
shall not be in conflict with any rule of law or with this Indenture or would
involve the Trustee in personal liability or expense, (b) the Trustee may take
any other action which is not inconsistent with such direction and (c) the
Trustee may decline to take any action that would benefit some Debentureholder
to the detriment of other Debentureholders. The holders of a majority in
aggregate principal amount of the

                                       57

<PAGE>

Debentures at the time outstanding determined in accordance with Section 10.04
may, on behalf of the holders of all of the Debentures, waive any past default
or Event of Default hereunder and its consequences except (i) a default in the
payment of Interest or premium, if any, on, or the principal of, the Debentures,
(ii) a failure by the Company to convert any Debentures into Common Stock, (iii)
a default in the payment of the Redemption Price pursuant to Article 3, (iv) a
default in the payment of the Repurchase Price pursuant to Article 3 or (v) a
default in respect of a covenant or provisions hereof which under Article 12
cannot be modified or amended without the consent of the holders of each or all
Debentures then outstanding or affected thereby. Upon any such waiver, the
Company, the Trustee and the holders of the Debentures shall be restored to
their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 8.07, said default or Event of
Default shall for all purposes of the Debentures and this Indenture be deemed to
have been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

         Section 8.08. Notice of Defaults. The Trustee shall, within ninety (90)
days after a Responsible Officer of the Trustee has knowledge of the occurrence
of a default, mail to all Debentureholders, as the names and addresses of such
holders appear upon the Debenture Register, notice of all defaults known to a
Responsible Officer, unless such defaults shall have been cured or waived before
the giving of such notice; provided that except in the case of default in the
payment of the principal of, or premium, if any, or Interest on any of the
Debentures, the Trustee shall be protected in withholding such notice if and so
long as a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Debentureholders. For the purpose of this Section 8.08, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

         Section 8.09. Undertaking to Pay Costs. All parties to this Indenture
agree, and each holder of any Debenture by his 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; provided that the provisions of this
Section 8.09 (to the extent permitted by law) 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

                                       58

<PAGE>

more than ten percent in principal amount of the Debentures at the time
outstanding determined in accordance with Section 10.04, 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 or to any suit for the enforcement of the
right to convert any Debenture in accordance with the provisions of Article 16.

                                    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 and no implied
covenants or obligations shall be read into this Indenture against the Trustee,
and in the absence of bad faith 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 conform to the
requirements of 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 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

                                       59
<PAGE>

         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 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;

         (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 1.01 and
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)      this paragraph shall not be construed to limit the effect of
the penultimate paragraph of this Section 9.01;

         (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; and

         (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.

         The Trustee shall not be deemed to have knowledge or notice of any
default (as defined in Section 8.08) or Event of Default hereunder unless a
Responsible Officer of the Trustee shall have received at the Corporate Trust
Office written notice of such default or Event of Default from the Company or
the holders of at least 10% in aggregate principal amount of the Debentures and
such notice refers to such default or Event of Default, the Debentures and the
Indenture.

         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, if there is reasonable ground for believing that the
repayment of

                                       60
<PAGE>

such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

         Whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section 9.01.

         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 protected in
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture, note, coupon 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 or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officer's 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;

         (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 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 shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document, but the Trustee may make such further
inquiry or investigation into such facts or matters as it may see fit, and, if
the Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

         (f)      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

                                       61
<PAGE>

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.

         (g)      the Trustee shall not be liable for any action taken, suffered
or omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture;

         (h)      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

         (i)      the Trustee may request that the Company deliver an Officer's
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 Officer's Certificate may be signed by any person authorized to sign an
Officer's Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

         Section 9.03. No Responsibility For Recitals, Etc. The recitals
contained herein and in the Debentures (except in the Trustee's certificate of
authentication) 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 9.04. 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.

         Section 9.05. Monies to Be Held in Trust. Subject to the provisions of
Section 14.04, all monies 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 9.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee

                                       62
<PAGE>

shall be entitled to, such compensation for all services rendered by it
hereunder in any capacity (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust) as mutually agreed
to in writing between the Company and the Trustee, and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances reasonably incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or willful misconduct. The Company
also covenants to indemnify the Trustee and any predecessor Trustee (or any
officer, director or employee of the Trustee and such predecessor Trustee), in
any capacity under this Indenture and its agents and any authenticating agent
for, and to hold them harmless against, any and all loss, liability, damage,
claim or expense including taxes (other than taxes based on the income of the
Trustee) incurred without negligence or willful misconduct on the part of the
Trustee or such officers, directors, employees and agent or authenticating
agent, as the case may be, and arising out of or in connection with the
acceptance or administration of this trust or in any other capacity hereunder,
including the costs and expenses of defending themselves against any claim
(whether asserted by the Company, any holder or any other Person) of liability
in connection with the exercise or performance of any of its powers or duties
hereunder. The obligations of the Company under this Section 9.06 to compensate
or indemnify the Trustee (or any predecessor Trustee) and to pay or reimburse
the Trustee for expenses, disbursements and advances shall be secured by a lien
prior to that of the Debentures upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the benefit of the holders
of particular Debentures. The obligation of the Company under this Section and
such lien shall survive the satisfaction and discharge of this Indenture, the
resignation or removal of the Trustee and the termination of this Indenture for
any reason.

         When the Trustee and its agents and any authenticating agent incur
expenses or render services after an Event of Default specified in Section
8.01(i) or (j) with respect to the Company occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any bankruptcy, insolvency or similar laws.

         Section 9.07. Officer's 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, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of bad faith or willful misconduct on the part
of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee.

                                       63
<PAGE>

         Section 9.08. Conflicting Interests of Trustee. If the Trustee has or
shall acquire a conflicting interest within the meaning of the Trust Indenture
Act, the Trustee shall either eliminate such interest or resign, to the extent
and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture.

         Section 9.09. 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 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 cease to be eligible in accordance with the provisions of this
Section 9.09, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

         Section 9.10. 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 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 sixty (60) 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 8.09, 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 9.08
         after written request therefor by the Company or by any Debentureholder
         who

                                       64
<PAGE>

         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 Section 8.09, 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 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, or the Trustee resigns, 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
9.10(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 9.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 9.11.

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         Section 9.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 9.10 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
9.06, 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 9.06.

         No successor trustee shall accept appointment as provided in this
Section 9.11 unless, at the time of such acceptance, such successor trustee
shall be qualified under the provisions of Section 9.08 and be eligible under
the provisions of Section 9.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 9.11, the Company (or the former trustee or successor 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 9.12. Succession by Merger. Any Person into which the Trustee
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any Person 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 Person succeeding to all or
substantially all of the corporate trust business of the Trustee, such Person
shall be qualified under the provisions of Section 9.08 and eligible under the
provisions of Section 9.09.

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<PAGE>

         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
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 9.13. Preferential Collection of Claims. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon
the Debentures), the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of the claims against the Company (or any
such other obligor).

                                   ARTICLE 10
                              THE DEBENTUREHOLDERS

         Section 10.01. Action by Debentureholders. Whenever in this Indenture
it is provided that 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 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 Sections 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

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<PAGE>

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 registry of such Debentures 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.

         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 or any other obligor on the
Debentures or 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 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 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 other
obligor on the Debentures or any Affiliate of the Company or any such other
obligor. 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
Officer's 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 Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that

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<PAGE>

all Debentures not listed therein are outstanding for the purpose of any such
determination.

         Section 10.05. Revocation of Consents, 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 the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder of a Debenture which is shown by the
evidence to be included in the Debentures the holders of which have consented to
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:

                  (1)      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;

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

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

                  (4)      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,

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<PAGE>

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 ten percent (10%) 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.

         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.

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<PAGE>

         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 one vote for each $50
principal amount of Debentures held or represented by him; provided 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 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.

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<PAGE>

         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 16.06 and the
redemption obligations of the Company pursuant to the requirements of Section
3.05(h);

         (b)      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;

         (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 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

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<PAGE>

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)      make other changes to the indenture or forms or terms of the
Debentures, provided no such change individually or in the aggregate with all
other such changes has or will have a material adverse effect on the interests
of the Debentureholders.

         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, if any, 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.

         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 Liquidated Damages
thereunder may be amended, modified or waived in accordance with the provisions
of the Registration Rights Agreement.

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<PAGE>

         Section 12.02. Supplemental Indenture with Consent of Debentureholders.
With the consent (evidenced as provided in Article 10) of the holders of at
least a majority in aggregate principal amount of the Debentures 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 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, or reduce the principal
amount thereof or premium, if any, thereon, or reduce any amount payable on
redemption or repurchase 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 the obligation of the Company to
redeem any Debenture on a Redemption Date in a manner adverse to the holders of
Debentures, or change the obligation of the Company to repurchase any Debenture
upon a Change of Control in a manner adverse to the holders of Debentures, or
impair the right to convert the Debentures into Common Stock subject to the
terms set forth herein, including Section 16.06, or reduce the number of shares
of Common Stock or other property receivable upon conversion, in each case,
without the consent of the holder of each Debenture so affected, or modify any
of the provisions of this Section 12.02 or Section 8.07, except to increase any
such percentage or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the holder of each Debenture
so affected, or reduce the quorum or voting requirements set forth in Article 11
or (ii) reduce the aforesaid percentage of Debentures, the holders of which are
required to consent to any such supplemental indenture, without the consent of
the holders of all Debentures then outstanding.

         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.

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<PAGE>

         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 expense, be prepared and executed by the Company, authenticated
by the Trustee (or an authenticating agent duly appointed by the Trustee
pursuant to Section 17.10) 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 shall be provided with an Officer's Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of, and that the Trustee's execution of
such supplemental indenture is permitted under, this Article 12.

                                   ARTICLE 13
               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         Section 13.01. Company May Consolidate on Certain Terms. Subject to the
provisions of Section 13.02, the Company shall not consolidate or merge with

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<PAGE>

or into any other Person or Persons (whether or not affiliated with the
Company), nor shall the Company or its successor or successors be a party or
parties to successive consolidations or mergers, nor shall the Company sell,
convey, transfer or lease the property and assets of the Company substantially
as an entirety, to any other Person (whether or not affiliated with the
Company), unless: (i) the Company is the surviving Person, or the resulting,
surviving or transferee Person is a corporation organized and existing under the
laws of the United States of America, any state thereof or the District of
Columbia; (ii) upon any such consolidation, merger, sale, conveyance, transfer
or lease, the due and punctual payment of the principal of and premium, if any,
and Interest 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 by the Company, shall be expressly assumed, by
supplemental indenture satisfactory in form to the Trustee, executed and
delivered to the Trustee by the Person (if other than the Company) formed by
such consolidation, or into which the Company shall have been merged, or by the
Person that shall have acquired or leased such property, and such supplemental
indenture shall provide for the applicable conversion rights set forth in
Section 16.06; and (iii) immediately after giving effect to the transaction
described above, no Event of Default, and no event which, after notice or lapse
of time or both, would become an Event of Default, shall have happened and be
continuing.

         Section 13.02. Successor to Be Substituted. In case of any such
consolidation, merger, sale, conveyance, transfer or lease and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and Interest on all of
the Debentures and the due and punctual performance of all of the covenants and
conditions of this Indenture to be performed by the Company, such successor
Person shall succeed to and be substituted for the Company, with the same effect
as if it had been named herein as the party of this first part. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of The Williams Companies, Inc. any or all of the Debentures,
issuable hereunder that theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor Person
instead of the Company and subject to all the terms, conditions and limitations
in this Indenture prescribed, the Trustee shall authenticate and shall deliver,
or cause to be authenticated and delivered, any Debentures that previously shall
have been signed and delivered by the officers of the Company to the Trustee for
authentication, and any Debentures that such successor Person thereafter shall
cause to be signed and delivered to the Trustee for that purpose. 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

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been issued at the date of the execution hereof. In the event of any such
consolidation, merger, sale, conveyance, transfer or lease, the Person named as
the "COMPANY" in the first paragraph of this Indenture or any successor that
shall thereafter have become such in the manner prescribed in this Article 13
may be dissolved, wound up and liquidated at any time thereafter and such Person
shall be released from its liabilities as obligor and maker of the Debentures
and from its obligations under this Indenture.

         In case of any such consolidation, merger, sale, conveyance, transfer
or lease, such changes in phraseology and form (but not in substance) may be
made in the Debentures thereafter to be issued as may be appropriate.

         Section 13.03. Opinion of Counsel to Be Given Trustee. The Trustee
shall receive an Officer's Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
lease 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 destroyed, lost or stolen and in lieu
of or in substitution for which other Debentures shall have been authenticated
and delivered) 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 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 shall have been mutilated, destroyed, lost or
stolen and in lieu of or in substitution for which other Debentures shall have
been authenticated and delivered) not theretofore canceled or delivered to the
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, accompanied by a verification report, as to the sufficiency of the
deposited amount, from an independent certified accountant or other financial
professional satisfactory to the Trustee, 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) remaining 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 and (iii) the
rights, obligations and immunities of the Trustee hereunder, including, but not
limited to, Section 9.06 hereof), and the

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<PAGE>

Trustee, on written demand of the Company accompanied by an Officer's
Certificate and an Opinion of Counsel as required by Section 17.04 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, shall be held in trust for the sole benefit of the Debentureholders, and
such monies shall be applied by the Trustee to the payment, either directly or
through any Paying Agent (including the Company if acting as its own Paying
Agent), 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 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.

                                   ARTICLE 15
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         Section 15.01. Indenture and Debentures Solely Corporate Obligations.
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

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<PAGE>

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.

                                   ARTICLE 16
                            CONVERSION OF DEBENTURES

         Section 16.01, Right to Convert, (a) Subject to and upon compliance
with the provisions of this Indenture, prior to the close of business on June 1,
2033 (or in the case of Debentures called for redemption pursuant to Section
3.01, prior to the close of business on the Business Day prior to the Redemption
Date), the holder of any Debenture shall have the right, at such holder's
option, to convert the principal amount of the Debenture, or any portion of such
principal amount which is a multiple of $50, into fully paid and non-assessable
shares of Common Stock (as such shares shall then be constituted) at the
Conversion Rate in effect at such time, by surrender of the Debenture so to be
converted in whole or in part, together with any required funds, under the
circumstances described in this Section 16.01 and in the manner provided in
Section 16.02.

         (b)      A Debenture in respect of which a holder is electing to
exercise its option to require repurchase upon a Change of Control pursuant to
Section 3.05, may be converted only if such holder withdraws its election in
accordance with Section 3.05(g). 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. In order to
exercise the conversion privilege with respect to any Debenture in certificated
form, the Company must receive at the office or agency of the Company maintained
for that purpose or, at the option of such holder, the Corporate Trust Office,
such Debenture with the original or facsimile of the form entitled "CONVERSION
NOTICE" on the reverse thereof, duly completed and manually signed, together
with such Debentures duly endorsed for transfer, accompanied by the funds, if
any, required by the fifth paragraph of this Section 16.02. 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

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<PAGE>

such conversion shall be issued, and shall be accompanied by transfer or similar
taxes, if required pursuant to Section 16.07.

         In order to exercise the conversion privilege with respect to any
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 an 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 16.07.

         As promptly as reasonably 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 a check
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 $50 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 charge to him, 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) (such date, the "CONVERSION DATE"), 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 that any such surrender on any date
when the stock transfer books of the Company shall be closed shall constitute
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 Rate in effect on
the date upon which such Debenture shall be surrendered.

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<PAGE>

         Any Debenture or portion thereof surrendered for conversion during the
period from 5:00 p.m., New York City time, on the Record Date for any Interest
Payment Date to the close of business on the following Interest Payment Date
that has not been called for redemption during such period shall be accompanied
by payment, in immediately available funds or other funds acceptable to the
Company, of an amount equal to the Interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided that no such
payment need be made (1) if the Company has specified a Redemption Date that is
after a Record Date and on or prior to the next Interest Payment Date, (2) if
the Company has specified a Repurchase Date following a Change of Control that
is during such period or (3) to the extent of any overdue Interest, if any
overdue Interest exists at the time of conversion with respect to such
Debenture. Except as provided above in this Section 16.02, no payment or other
adjustment shall be made for Interest accrued on any Debenture converted or for
dividends on any shares issued upon the conversion of such Debenture as provided
in this Article 16.

         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.

         Section 16.03. Cash Payments in Lieu of Fractional Shares. No
fractional shares of Common Stock or scrip certificates representing fractional
shares shall be issued upon conversion of Debentures. If more than one Debenture
shall be surrendered for conversion at one time by the same holder, the number
of full shares that shall be issuable 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. If any fractional share
of stock would be issuable upon the conversion of any Debenture or Debentures,
the Company shall make an adjustment and payment therefor in cash at the Closing
Sale Price on the Conversion Date to the holder of Debentures.

         Section 16.04. Conversion Rate. Each $50 principal amount of the
Debentures shall be convertible into the number of shares of Common Stock
specified in the form of Debenture (herein called the "CONVERSION RATE")
attached as Exhibit A hereto, subject to adjustment as provided in this Article
16.

         Section 16.05. Adjustment of Conversion Rate. The Conversion Rate shall
be adjusted from time to time by the Company as follows:

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<PAGE>

         (a)      In case the Company shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction,

                  (i)      the numerator of which shall be the sum of the number
         of shares of Common Stock outstanding at the close of business on the
         date fixed for the determination of stockholders entitled to receive
         such dividend or other distribution plus the total number of shares of
         Common Stock constituting such dividend or other distribution; and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding at the close of business on the date
         fixed for such determination,

such increase to become effective immediately after the opening of business on
the Business Day following the date fixed for such determination. For the
purpose of this paragraph (a), 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. If any dividend or distribution of
the type described in this Section 16.05(a) is declared but not so paid or made,
the Conversion Rate shall again be adjusted to the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared.

         (b)      In case the Company shall issue rights or warrants to all
holders of its outstanding shares of Common Stock entitling them (for a period
expiring within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price on the date fixed for determination of stockholders entitled to
receive such rights or warrants, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the date fixed for determination of stockholders
entitled to receive such rights or warrants by a fraction,

                  (i)      the numerator of which shall be the number of shares
         of Common Stock outstanding on the date fixed for determination of
         stockholders entitled to receive such rights or warrants plus the total
         number of additional shares of Common Stock offered for subscription or
         purchase, and

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<PAGE>

                  (ii)     the denominator of which shall be the sum of the
         number of shares of Common Stock outstanding at the close of business
         on the date fixed for determination of stockholders entitled to receive
         such rights or warrants plus the number of shares that the aggregate
         offering price of the total number of shares so offered would purchase
         at such Current Market Price.

         Such adjustment shall be successively made whenever any such rights or
warrants are issued, and shall become effective immediately after the opening of
business on the Business Day following the date fixed for determination of
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Conversion Rate shall be readjusted to the Conversion Rate that
would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made on the basis of delivery of only the number of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued, the Conversion Rate shall again be adjusted to be the Conversion Rate
that would then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights or warrants had not been fixed. In
determining whether any rights or warrants entitle the holders to subscribe for
or purchase shares of Common Stock at less than such Current Market Price, and
in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the Company for
such rights or warrants and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined
by the Board of Directors.

         (c)      In case outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Conversion Rate in effect
at the opening of business on the Business Day following the day upon which such
subdivision becomes effective shall be proportionately increased, and
conversely, in case outstanding shares of Common Stock shall be combined into a
smaller number of shares of Common Stock, the Conversion Rate in effect at the
opening of business on the Business Day following the day upon which such
combination becomes effective shall be proportionately reduced, such increase or
reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.

         (d)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class of capital
stock of the Company or evidences of its indebtedness or assets (including
securities, but excluding any rights or warrants referred to in Section
16.05(b), excluding any dividends or distributions in connection with the
liquidation or winding up of the Company, and excluding any dividend or
distribution (x) paid exclusively in cash or (y) referred to in Section 16.05(a)
(any of the foregoing hereinafter in this Section

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<PAGE>

16.05(d)) called the "SECURITIES")), then, in each such case (unless the Company
elects to reserve such Securities for distribution to the Debentureholders upon
the conversion of the Debentures so that any such holder converting Debentures
will receive upon such conversion, in addition to the shares of Common Stock to
which such holder is entitled, the amount and kind of such Securities which such
holder would have received if such holder had converted its Debentures into
Common Stock immediately prior to the Stock Record Date), the Conversion Rate
shall be increased so that the same shall be equal to the rate determined by
multiplying the Conversion Rate in effect on the Stock Record Date with respect
to such distribution by a fraction,

                  (i)      the numerator of which shall be the Current Market
         Price on such Stock Record Date; and

                  (ii)     the denominator of which shall be the Current Market
         Price on such Stock Record Date less the Fair Market Value (as
         determined by the Board of Directors, whose determination shall be
         conclusive, and described in a resolution of the Board of Directors) on
         the Stock Record Date of the portion of the Securities so distributed
         applicable to one share of Common Stock,

such adjustment to become effective immediately prior to the opening of business
on the Business Day following such Stock Record Date; provided that if the then
Fair Market Value (as so determined) of the portion of the Securities so
distributed applicable to one share of Common Stock is equal to or greater than
the Current Market Price on the Stock Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Debentureholder shall
have the right to receive upon conversion the amount of Securities such holder
would have received had such holder converted each Debenture on the Stock Record
Date. If such dividend or distribution is not so paid or made, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such dividend or distribution had not been declared. If the Board of
Directors determines the Fair Market Value of any distribution for purposes of
this Section 16.05(d) by reference to the actual or when issued trading market
for any securities, it must in doing so consider the prices in such market over
the same period used in computing the Current Market Price on the applicable
Stock Record Date. Notwithstanding the foregoing, if the Securities distributed
by the Company to all holders of its Common Stock consist of capital stock of,
or similar equity interests in, a Subsidiary or other business unit, the
Conversion Rate shall be increased so that the same shall be equal to the rate
determined by multiplying the Conversion Rate in effect on the Stock Record Date
with respect to such distribution by a fraction,

                  (i)      the numerator of which shall be the sum of (x) the
         average Closing Sale Price of one share of Common Stock over the ten

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<PAGE>

         consecutive Trading Day period (the "SPINOFF VALUATION PERIOD")
         commencing on and including the fifth Trading Day after the date on
         which "ex-dividend trading" commences on the Common Stock on the New
         York Stock Exchange or such other national or regional exchange or
         market on which the Common Stock is then listed or quoted and (y) the
         average Closing Sale Price over the Spinoff Valuation Period of the
         portion of the Securities so distributed applicable to one share of
         Common Stock; and

                  (ii)     the denominator of which shall be the average Closing
         Sale Price of one share of Common Stock over the Spinoff Valuation
         Period,

such adjustment to become effective immediately prior to the opening of business
on the Business Day following such Stock Record Date; provided that the Company
may in lieu of the foregoing adjustment make adequate provision so that each
Debentureholder shall have the right to receive upon conversion the amount of
Securities such holder would have received had such holder converted each
Debenture on the Stock Record Date with respect to such distribution.

         Rights or warrants distributed by the Company to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("TRIGGER EVENT"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 16.06 (and no adjustment to the Conversion Rate under
this Section 16.06 will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Rate shall be made under this Section 16.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and Stock Record Date
with respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof). In addition, in the event of any distribution (or deemed
distribution) of rights or warrants, or any Trigger Event or other event (of the
type described in the preceding sentence) with respect thereto that was counted
for purposes of calculating a distribution amount for which an adjustment to the
Conversion Rate under this Section 16.06 was made, (1) in the case of any such
rights or warrants that shall all have been redeemed or repurchased without
exercise by any holders thereof, the Conversion Rate shall be readjusted upon
such final redemption or repurchase to give effect to such

                                       85
<PAGE>

distribution or Trigger Event, as the case may be, as though it were a cash
distribution, equal to the per share redemption or repurchase price received by
a holder or holders of Common Stock with respect to such rights or warrants
(assuming such holder had retained such rights or warrants), made to all holders
of Common Stock as of the date of such redemption or repurchase, and (2) in the
case of such rights or warrants that shall have expired or been terminated
without exercise by any holders thereof, the Conversion Rate shall be readjusted
as if such rights and warrants had not been issued.

         No adjustment of the Conversion Rate shall be made pursuant to this
Section 16.05(d) in respect of rights or warrants distributed or deemed
distributed on any Trigger Event to the extent that such rights or warrants are
actually distributed, or reserved by the Company for distribution to holders of
Debentures upon conversion by such holders of Debentures to Common Stock.

         For purposes of this Section 16.05(d) and Section 16.05(a) and (b), any
dividend or distribution to which this Section 16.05(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Rate adjustment required by this Section 16.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Rate adjustment required by Sections
16.05(a) and 16.05(b) with respect to such dividend or distribution shall then
be made), except (A) the Stock Record Date of such dividend or distribution
shall be substituted as "the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution", "the date fixed for
the determination of stockholders entitled to receive such rights or warrants"
and "the date fixed for such determination" within the meaning of Section
16.05(a) and 16.05(b) and (B) any shares of Common Stock included in such
dividend or distribution shall not be deemed "outstanding at the close of
business on the date fixed for such determination" within the meaning of Section
16.05(a).

         (e)      In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding (x) any quarterly
cash dividend on the Common Stock to the extent the aggregate cash dividend per
share of Common Stock in any fiscal quarter does not exceed the greater of (A)
the amount per share of Common Stock of the next preceding quarterly cash
dividend on the Common Stock to the extent that such preceding quarterly
dividend did not require any adjustment of the Conversion Rate pursuant to this
Section 16.05(e) (as adjusted to reflect subdivisions, or combinations of the
Common Stock), and (B) 10% of the arithmetic average of the Closing Sale Price
during the ten Trading Days immediately prior to the date of declaration of such
dividend, and

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<PAGE>

(y) any dividend or distribution in connection with the liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary), then, in such
case, the Conversion Rate shall be increased so that the same shall equal the
rate determined by multiplying the Conversion Rate in effect immediately prior
to the close of business on such Stock Record Date by a fraction,

                  (i)      the numerator of which shall be the Current Market
         Price on such Stock Record Date; and

                  (ii)     the denominator of which shall be the Current Market
         Price on such Stock Record Date less the amount of cash so distributed
         (and not excluded as provided above) applicable to one share of Common
         Stock,

such adjustment to be effective immediately prior to the opening of business on
the day following the Stock Record Date', provided that if the portion of the
cash so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price on the Stock Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that each
Debentureholder shall have the right to receive upon conversion the amount of
cash such holder would have received had such holder converted each Debenture on
the Stock Record Date. If such dividend or distribution is not so paid or made,
the Conversion Rate shall again be adjusted to be the Conversion Rate that would
then be in effect if such dividend or distribution had not been declared. If any
adjustment is required to be made as set forth in this Section 16.05(e) as a
result of a distribution that is a quarterly dividend, such adjustment shall be
based upon the amount by which such distribution exceeds the amount of the
quarterly cash dividend permitted to be excluded pursuant hereto. If an
adjustment is required to be made as set forth in this Section 16.05(e) above as
a result of a distribution that is not a quarterly dividend, such adjustment
shall be based upon the full amount of the distribution.

         (f)      In case a tender or exchange offer made by the Company or any
Subsidiary for all or any portion of the Common Stock 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 (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
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 Closing Sale Price of a share of Common Stock on the Trading Day next
succeeding the Expiration Time, the Conversion Rate shall be increased so that
the same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to the Expiration Time by a fraction,

                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) of the aggregate
         consideration

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<PAGE>

         payable to stockholders based on the acceptance (up to any maximum
         specified in the terms of the tender or exchange offer) of all shares
         validly tendered or exchanged and not withdrawn as of the Expiration
         Time (the shares 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 Closing Sale Price of a share of
         Common Stock on the Trading Day next succeeding the Expiration Time,
         and

                  (ii)     the denominator 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 Closing Sale Price of
         a share of Common Stock on the Trading Day next succeeding the
         Expiration Time

such adjustment to become effective immediately prior to the opening of business
on the Business Day following the Expiration Time. If the Company is obligated
to purchase shares 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 Rate shall again
be adjusted to be the Conversion Rate that would then be in effect if such
tender or exchange offer had not been made.

         (g)      In case of a tender or exchange offer made by a Person other
than the Company or any Subsidiary for an amount that increases the offerer's
ownership of Common Stock to more than twenty-five percent (25%) of the Common
Stock outstanding and shall involve the payment by such Person of consideration
per share of Common Stock having a Fair Market Value (as determined by the Board
of Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) that as of the last time (the "OFFER
EXPIRATION TIME") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) exceeds the Closing Sale Price of
a share of Common Stock on the Trading Day next succeeding the Offer Expiration
Time, and in which, as of the Offer Expiration Time the Board of Directors is
not recommending rejection of the offer, the Conversion Rate shall be increased
so that the same shall equal the rate determined by multiplying the Conversion
Rate in effect immediately prior to the Offer Expiration Time by a fraction

                  (i)      the numerator of which shall be the sum of (x) the
         Fair Market Value (determined as aforesaid) 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 validly tendered or exchanged and not withdrawn as of the
         Offer Expiration Time (the shares deemed so accepted, up to any such
         maximum, being referred to as the "ACCEPTED PURCHASED SHARES") and (y)
         the product of the

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<PAGE>

         number of shares of Common Stock outstanding (less any Accepted
         Purchased Shares) at the Offer Expiration Time and the Closing Sale
         Price of a share of Common Stock on the Trading Day next succeeding the
         Offer Expiration Time, and

                  (ii)     the denominator of which shall be the number of
         shares of Common Stock outstanding (including any tendered or exchanged
         shares) at the Offer Expiration Time multiplied by the Closing Sale
         Price of a share of Common Stock on the Trading Day next succeeding the
         Offer Expiration Time,

such adjustment to become effective immediately prior to the opening of business
on the day following the Offer Expiration Time. If such Person is obligated to
purchase shares pursuant to any such tender or exchange offer, but such Person
is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to
be the Conversion Rate that would then be in effect if such tender or exchange
offer had not been made. Notwithstanding the foregoing, the adjustment described
in this Section 16.05(g) shall not be made if, as of the Offer Expiration Time,
the offering documents with respect to such offer disclose a plan or intention
to cause the Company to engage in any transaction described in Article 13.

         (h)      For purposes of this Section 16.05, the following terms shall
have the meaning indicated:

                  (i)      "CURRENT MARKET PRICE" shall mean the average of the
         daily Closing Sale Prices per share of Common Stock for the ten
         consecutive Trading Days selected by the Company commencing no more
         than 30 Trading Days before and ending not later than the earlier of
         such date of determination and the day before the "EX" date with
         respect to the issuance, distribution, subdivision or combination
         requiring such computation immediately prior to the date in question.
         For purpose of this paragraph, the term "EX" date, (1) when used with
         respect to any issuance or distribution, means the first date on which
         the Common Stock trades, regular way, on the relevant exchange or in
         the relevant market from which the Closing Sale Price was obtained
         without the right to receive such issuance or distribution, and (2)
         when used with respect to any subdivision or combination of shares of
         Common Stock, means the first date on which the Common Stock trades,
         regular way, on such exchange or in such market after the time at which
         such subdivision or combination becomes effective.

         If another issuance, distribution, subdivision or combination to which
Section 16.05 applies occurs during the period applicable for calculating
"CURRENT MARKET PRICE" pursuant to the definition in the preceding paragraph,

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"CURRENT MARKET PRICE" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such issuance,
distribution, subdivision or combination on the Closing Sale Price of the Common
Stock during such period.

                  (ii)     "FAIR MARKET VALUE" shall mean the amount which a
         willing buyer would pay a willing seller in an arm's-length
         transaction.

                  (iii)    "STOCK RECORD DATE" shall mean, with respect to any
         dividend, distribution or other transaction or event in which the
         holders of Common Stock have the right to receive any cash, securities
         or other property or in which the Common Stock (or other applicable
         security) is exchanged for or converted into any combination of cash,
         securities or other property, the date fixed for determination of
         stockholders entitled to receive such cash, securities or other
         property (whether such date is fixed by the Board of Directors or by
         statute, contract or otherwise).

                  (iv)     "TRADING DAY" shall mean (x) if the applicable
         security is quoted on the Nasdaq National Market, a day on which trades
         may be made thereon or (y) if the applicable security is listed or
         admitted for trading on the New York Stock Exchange or another national
         securities exchange, a day on which the New York Stock Exchange or such
         other national securities exchange is open for business or (z) if the
         applicable security is not so listed, admitted for trading or quoted,
         any day other than a Saturday or Sunday or a day on which banking
         institutions in the State of New York are authorized or obligated by
         law or executive order to close.

         (i)      The Company may make such increases in the Conversion Rate, in
addition to those required by Section 16.05(a), (b), (c), (d), (e), (f) or (g),
as the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Common Stock 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 increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during the
period and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive. Whenever the Conversion Rate is increased pursuant to the
preceding sentence, the Company shall mail to holders of record of the
Debentures a notice of the increase at least fifteen (15) days prior to the date
the increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

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<PAGE>

         (j)      No adjustment in the Conversion Rate shall be required unless
such adjustment would require an increase or decrease of at least one percent
(1%) in such rate; provided that any adjustments that by reason of this Section
16.05(j) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Article 16
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-ten thousandth (1/10,000) of a share, as the case may be. No
adjustment need be made for rights to purchase Common Stock pursuant to a
Company plan for reinvestment of dividends or interest or for any issuance of
Common Stock or convertible or exchangeable securities or rights to purchase
Common Stock or convertible or exchangeable securities. To the extent the
Debentures become convertible into cash, assets, property or securities (other
than capital stock of the Company), no adjustment need be made thereafter as to
the cash, assets, property or such securities. Interest will not accrue on any
cash into which the Debentures are convertible.

         (k)      Whenever the Conversion Rate is adjusted as herein provided,
the Company shall promptly file with the Trustee and any Conversion Agent other
than the Trustee an Officer's Certificate setting forth the Conversion Rate
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 Officer's Certificate, the Trustee shall not be deemed to
have knowledge of any adjustment of the Conversion Rate and may assume that the
last Conversion Rate of which it has knowledge is still in effect. Promptly
after delivery of such certificate, the Company shall prepare a notice of such
adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and
the date on which each adjustment becomes effective and shall mail such notice
of such adjustment of the Conversion Rate to the holder of each Debenture at his
last 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 any such
adjustment.

         (l)      In any case in which this Section 16.05 provides that an
adjustment shall become effective immediately after (1) a Record Date or Stock
Record Date for an event, (2) the date fixed for the determination of
stockholders entitled to receive a dividend or distribution pursuant to Section
16.05(a), (3) a date fixed for the determination of stockholders entitled to
receive rights or warrants pursuant to Section 16.05(b), (4) the Expiration Time
for any tender or exchange offer pursuant to Section 16.05(f), or (5) the Offer
Expiration Time for a tender or exchange offer pursuant to Section 16.05(g)(i)
(each a "DETERMINATION DATE"), the Company may elect to defer until the
occurrence of the applicable Adjustment Event (as hereinafter defined) (x)
issuing to the holder of any Debenture converted after such Determination Date
and before the occurrence of such Adjustment Event, the additional shares of
Common Stock or other securities issuable upon such conversion by reason of the
adjustment required by such

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<PAGE>

Adjustment Event over and above the Common Stock issuable upon such conversion
before giving effect to such adjustment and (y) paying to such holder any amount
in cash in lieu of any fraction pursuant to Section 16.03. For purposes of this
Section 16.05(l), the term "ADJUSTMENT EVENT" shall mean:

                  (i)      in any case referred to in clause (1) hereof, the
         occurrence of such event,

                  (ii)     in any case referred to in clause (2) hereof, the
         date any such dividend or distribution is paid or made,

                  (iii)    in any case referred to in clause (3) hereof, the
         date of expiration of such rights or warrants, and

                  (iv)     in any case referred to in clause (4) or clause (5)
         hereof, the date a sale or exchange of Common Stock pursuant to such
         tender or exchange offer is consummated and becomes irrevocable.

         (m)      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 but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. 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. Effect of Reclassification, Consolidation, Merger or
Sale. If any of the following events occur, namely (i) any reclassification or
change of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 16.05(c) applies), (ii) any consolidation, merger
or combination of the Company with another Person as a result of which holders
of Common Stock shall be entitled to receive stock, other securities or other
property or assets (including cash) with respect to or in exchange for such
Common Stock, or (iii) any sale or conveyance of all or substantially all of the
properties and assets of the Company to any other Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, then 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 each Debenture shall be
convertible into the kind and amount of shares of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance 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

                                       92
<PAGE>

Debentures) immediately prior to such reclassification, change, consolidation,
merger, combination, sale or conveyance 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 or other property or assets (including cash) receivable upon
such reclassification, change, consolidation, merger, combination, sale or
conveyance (provided that, if the kind or amount of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance 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 16.06 the kind and amount of stock, other securities or other property
or assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance 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 reclassifications, changes, consolidations, mergers, combinations,
sales and conveyances.

         If this Section 16.06 applies to any event or occurrence, Section 16.05
shall not apply.

         Section 16.07. Taxes on Shares Issued. The issue of stock certificates
on conversions of Debentures shall be made without charge to the converting
Debentureholder for any documentary, stamp or similar issue or transfer tax in
respect of the issue thereof. The Company shall not, however, be required to pay
any such 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 16.08. Reservation of Shares, Shares to Be Fully Paid;
Compliance with Governmental Requirements; Listing of Common Stock. The Company
shall provide, free from preemptive rights, out of its authorized but

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<PAGE>

unissued shares or shares held in treasury, sufficient shares of Common Stock to
provide for the conversion of the Debentures from time to time as such
Debentures are presented for conversion.

         Before taking any action which would cause an adjustment increasing the
Conversion Rate to an amount that would cause the Conversion Price to be reduced
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 Rate.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Debentures will upon issue be fully paid and
nonassessable by the Company and free from all taxes, liens and charges with
respect to the issue thereof.

         The Company covenants that, if any shares of Common Stock to be
provided for the purpose of conversion of Debentures hereunder require
registration with or approval of any governmental authority under any federal or
state law before such shares may be validly issued upon conversion, the Company
will in good faith and as expeditiously as reasonably possible, to the extent
then permitted by the rules and interpretations of the Commission (or any
successor thereto), endeavor to secure such registration or approval, as the
case may be.

         The Company further covenants that, if at any time the Common Stock
shall be listed on the New York Stock Exchange 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 Debenture;
provided 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 16.09. 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 Rate or whether any facts
exist which may require any adjustment of the Conversion Rate, 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

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<PAGE>

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 limiting the generality of the foregoing, neither the
Trustee nor any other Conversion Agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to Section 16.06 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 16.06 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 Officer's 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 16.10. Notice to Holders Prior to Certain Actions. In case:

         (a)      the Company shall declare a dividend (or any other
distribution) on its Common Stock that would require an adjustment in the
Conversion Rate pursuant to Section 16.05; or

         (b)      the Company shall authorize the granting to the holders of all
or substantially all of its Common Stock of rights or warrants to subscribe for
or purchase any share of any class or any other rights or warrants; or

         (c)      of any reclassification or reorganization of the Common Stock
of the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value, or
from no par value to par value), or of any consolidation or merger to which the
Company is a party and for which approval of any stockholders of the Company is
required, or of the sale or transfer of all or substantially all of the assets
of the Company; or

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

the Company shall cause to be filed with the Trustee and to be mailed to each
holder of Debentures at his address appearing on the Debenture Register provided
for in Section 2.05 of this Indenture, as promptly as possible but in any event
at

                                       95
<PAGE>

least ten (10) days prior to the applicable date hereinafter specified, a 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) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and 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.

         Section 16.11. Stockholder Rights Plans. If the rights provided for in
the Company's rights agreement dated February 6, 1996 or in any future
stockholder rights plan adopted by the Company have separated from the shares of
Common Stock in accordance with the provisions of the applicable stockholder
rights agreement so that the holders of the Debentures would not be entitled to
receive any rights in respect of Common Stock issuable upon conversion of the
Debentures, the Conversion Rate will be adjusted as if the Company had
distributed to all holders of Common Stock shares of the Company's capital
stock, evidences of indebtedness or assets in accordance with Section 16.05(d),
subject to readjustment in the event of the expiration, termination or
redemption of the rights. In lieu of any such adjustment, the Company may amend
such applicable stockholder rights agreement to provide that upon conversion of
the Debentures the holders will receive, in addition to the Common Stock
Issuable upon such conversion, the rights which would have attached to such
Common Stock if the rights had not become separated from the Common Stock under
such applicable stockholder rights agreement.

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS

         Section 17.01. 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 17.02. Official Acts by Successor Corporation. Any act or
proceeding by 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.

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<PAGE>

         Section 17.03. 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 given or
served by being deposited postage prepaid by registered or certified mail in a
post office letter box or sent by telecopier transmission addressed as follows:
to The Williams Companies, Inc., One Williams Center, Tulsa, Oklahoma, 74172,
Telecopier No.: (918) 573-2065, Attention: Treasurer. Any notice, direction,
request or demand hereunder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or served in writing by
telecopier transmission addressed as follows: JPMorgan Chase Bank, 4 New York
Plaza, 15th Floor, New York, New York 10004, Telecopier No.: (212) 623-6167,
Attention: Institutional Trust Services. No such notice, direction, request or
demand shall be deemed given to the Trustee unless actually received by a
Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee.

         The Trustee, by notice to the Company, 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 a 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.

         Section 17.04. 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 (including Section 5-1401 of the New York General Obligations Law or any
successor to such statute).

         Section 17.05. 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 Officer's Certificate stating that 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.

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<PAGE>

         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 (such brief statement may indicate the extent to which such person relied
upon an opinion of counsel or other officer of the Company in conducting such
examination or investigation); (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 statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         Section 17.06. Legal Holidays. In any case in which the date of
maturity of Interest on or principal of the Debentures or the redemption date 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 redemption date, and no Interest shall accrue for
the period from and after such date, except that if such next succeeding
Business Day would fall in the next calendar year, then payment of such Interest
on or principal of the Debentures shall be made on the immediately preceding
Business Day.

          Section 17.07. 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 that unless otherwise required by law, notwithstanding
the foregoing, this Indenture and the Debentures issued hereunder shall not be
subject to the provisions of subsections (a)(l), (a)(2), and (a)(3) of Section
314 of the Trust Indenture Act as now in effect or as hereafter amended or
modified; provided further that this Section 17.07 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 17.08. No Security Interest Created. Except as otherwise
provided in Section 9.06 hereof, nothing in this Indenture or in 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

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<PAGE>

in effect, in any jurisdiction in which property of the Company or its
subsidiaries is located.

         Section 17.09. 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 Conversion
Agent, any Debenture Registrar and their successors hereunder and the holders of
Debentures any benefit or any legal or equitable right, remedy or claim under
this Indenture.

         Section 17.10. 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 17.11. 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 and exchanges of Debentures
hereunder, including under Sections 2.04, 2.05, 2.06, 2.07, 3.03 and 3.05, 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 17.11, 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

                                       99
<PAGE>

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 Sections 9.02, 9.03, 9.04 and 10.03 and this Section
17.11 shall be applicable to any authenticating agent.

         Section 17.12. 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 17.13. Severability. In case any provision in this Indenture
or in the Debentures shall be invalid, illegal or unenforceable, then (to the
extent permitted by law) the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

         JPMorgan Chase Bank hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions herein above set forth.

                                      100
<PAGE>

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

                                              THE WILLIAMS COMPANIES, INC.

                                              By: /s/ James G. Ivey
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                              JPMORGAN CHASE BANK, as Trustee

                                              By: ______________________________
                                                  Name:
                                                  Title:

<PAGE>

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

                                              THE WILLIAMS COMPANIES, INC.

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                              JPMORGAN CHASE BANK, as Trustee

                                              By: /s/ Joanne Adamis
                                                  ------------------------------
                                                  Name: Joanne Adamis
                                                  Title:Vice President

<PAGE>

                                                                       EXHIBIT A

         [Include only for Global Debentures:]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (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 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.]

[Include only for Debentures that are Restricted Securities]

         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 WILLIAMS COMPANIES, INC. THAT (a) THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO
THE WILLIAMS COMPANIES, INC. OR ANY AFFILIATE, (2) IN A TRANSACTION ENTITLED TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), (3) 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 WITHIN THE MEANING OF
RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 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), (4) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (2) OR (4), TO THE RECEIPT
BY THE WILLIAMS COMPANIES, INC. OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE
ACCEPTABLE TO THE WILLIAMS COMPANIES, INC. THAT SUCH RESALE, PLEDGE OR TRANSFER
IS

<PAGE>

EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE
RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN
A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER
RESTRICTIONS APPLICABLE HERETO. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF
THE TRANSFER OF THIS DEBENTURE PURSUANT TO CLAUSE (5) ABOVE OR UPON ANY TRANSFER
OF THIS DEBENTURE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE
TO REGISTER ANY TRANSFER OF THIS DEBENTURE IN VIOLATION OF THE FOREGOING
RESTRICTION.

         THIS DEBENTURE 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 OF EACH DEBENTURE IS $50 PER
$50 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MAY 28, 2003, THE YIELD TO MATURITY
IS 5.50% COMPOUNDED QUARTERLY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS
$82.52.

         THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT DATED MAY 28, 2003 AND, BY ITS ACCEPTANCE HEREOF,
AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION
RIGHTS AGREEMENT.

         BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO
CONSULT LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF
THE CONVERTIBLE DEBENTURES OR COMMON STOCK ISSUABLE UPON CONVERSION OF THE
CONVERTIBLE DEBENTURES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                                      A-2

<PAGE>

                          THE WILLIAMS COMPANIES, INC.
                 5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE
                                    DUE 2033

                                                                CUSIP: 969457852

No.                                                        $____________________

         The Williams Companies, 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] [the principal sum set forth on Schedule I
hereto](1) on June 1, 2033 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
(subject to deferral as provided herein), quarterly on March 1, June 1,
September 1 and December 1 of each year, commencing September 1, 2003, on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum of 5.50%, from the March 1, June 1, September 1 or December 1, as the
case may be, next preceding the date of this Debenture to which interest has
been paid or duly provided for, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case from the date of this
Debenture, or unless no interest has been paid or duly provided for on the
Debentures, in which case from May 28, 2003 until payment of said principal sum
has been made or duly provided for. Notwithstanding the foregoing, if the date
hereof is after any February 15, May 15, August 15 or November 15, as the case
may be, and before the following March 1, June 1, September 1, or December 1,
this Debenture shall bear interest from such March 1, June 1, September 1 or
December 1; provided that if the Company shall default in the payment of
interest due on such March 1, June 1, September 1, or December 1, then this
Debenture shall bear interest from the next preceding March 1, June 1, September
1, or December 1 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 May 28,
2003. Except as otherwise provided in the Indenture, the interest payable on the
Debenture pursuant to the Indenture on any March 1, June 1, September 1 or
December 1 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 February 15, May 15, August 15 or November 15 (whether or not a Business
Day) next preceding such March 1, June 1, September 1 or December 1, as

-----------------------
         (1) For Global Debentures only.

                                       A-3

<PAGE>

provided in the Indenture; provided that any such interest not punctually paid
or duly provided for shall be payable as provided in the Indenture. The Company
shall pay interest (i) on any Debentures in certificated form by check mailed to
the address of the Person entitled thereto as it appears in the Debenture
Register (or, upon written notice, by wire transfer in immediately available
funds, if such Person is entitled to interest on Debentures with an aggregate
principal amount in excess of $2,000,000) or (ii) on any Global Debenture by
wire transfer of immediately available funds to the account of the Depositary or
its nominee.

         The Company promises to pay interest on overdue principal, premium, if
any, and (to the extent that payment of such interest is enforceable under
applicable law) interest at the rate of 5.50%, per annum, compounded quarterly.

         Reference is made to the further provisions of this Debenture set forth
on the reverse hereof, including, without limitation, 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 (including Section 5-1401
of the New York General Obligations Law or any successor to such statute).

         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.

                                                THE WILLIAMS COMPANIES, INC.

                                                 By:  __________________________

Dated: May 28, 2003

         TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

JPMORGAN CHASE BANK,
    as Trustee

By: _______________________
    Authorized Signatory

                                      A-5

<PAGE>

                          FORM OF REVERSE OF DEBENTURE
                          THE WILLIAMS COMPANIES, INC.

            5.50% JUNIOR SUBORDINATED CONVERTIBLE DEBENTURE DUE 2033

         This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 5.50% Junior Subordinated Convertible Debentures due
2033 (herein called the "DEBENTURES"), limited in aggregate principal amount to
$300,000,000, issued and to be issued under and pursuant to an Indenture dated
as of May 28, 2003 (herein called the "INDENTURE"), between the Company and
JPMorgan Chase Bank, 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.

         In case an Event of Default shall have occurred and be continuing, the
principal of, premium, if any, and accrued interest on all Debentures may be
declared by either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding, and upon said declaration
shall become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of at least a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the
Debentures; provided 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, or reduce the principal amount thereof or premium, if any,
thereon, or reduce any amount payable upon redemption or repurchase 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 the obligation of the Company to redeem any Debenture on a Redemption
Date in a manner adverse to the holders of Debentures, or change the obligation
of the Company to repurchase any Debenture upon a Change of Control in a manner
adverse to the holders of the Debentures, or impair the right to convert the
Debentures into Common Stock subject to the terms set forth in the Indenture,
including Section 16.06 thereof, or reduce the number of shares of Common Stock
or other property receivable upon conversion, in each case without the consent
of the holder of each Debenture so affected, or modify any of the provisions of
Section 12.02 or Section 8.07 thereof, except to increase any such percentage or
to provide that certain other provisions of the Indenture cannot be modified or
waived without the consent of the holder

                                       A-6
<PAGE>

of each Debenture so affected, or reduce the quorum or voting requirements set
forth in Article 11 or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Debentures then outstanding. 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 or Event of Default
under the Indenture and its consequences except (A) a default in the payment of
Interest, or any premium on, or the principal of, any of the Debentures, (B) a
failure by the Company to convert any Debentures into Common Stock of the
Company, (C) a default in the payment of the Redemption Price pursuant to
Article 3 of the Indenture, (D) a default in the payment of the Repurchase Price
pursuant to Article 3 of the Indenture, or (E) a default in respect of a
covenant or provisions of the Indenture which under Article 12 of the Indenture
cannot be modified or amended without the consent of the holders of each or all
Debentures then outstanding or affected thereby. 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 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 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 prior payment in full of all Senior and Senior
Subordinated Indebtedness of the Company, 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 his 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 any premium 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 of twelve 30-day months.

         So long as the Company is not in default in the payment of Interest on
the Debentures and so long as the Designated Agreement Termination Date has
occurred, the Company shall have the right, at any time during the term of the

                                       A-7

<PAGE>

Debentures, from time to time to extend an interest payment period with respect
to such Debentures for up to 20 consecutive quarterly interest periods (an
"EXTENDED INTEREST PAYMENT PERIOD"), at the end of which period the Company
shall pay all Interest then accrued and unpaid (together with interest thereon
at the rate of 5.50% 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 or end on a day other than an Interest Payment Date.
During such Extended Interest Payment Period, the Company shall not make any
Restricted Payment as provided in the Indenture. 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, including such extension and all further
extensions thereof, shall not exceed 20 consecutive quarterly interest periods.
Upon the termination of any such 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 on this Debenture shall be due and
payable during an Extended Interest Payment Period, except at the end thereof.
At the end of the 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 are registered in the Debenture Register on the first Record Date
prior to the end of the Extended Interest Payment Period.

         The Debentures are issuable in fully registered form, without coupons,
in denominations of $50 principal amount and any multiple of $50. At the office
or agency of the Company referred to on the face hereof, 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 or exchange of Debentures, Debentures may be exchanged for a like
aggregate principal amount of Debentures of any other authorized denominations.

         Beginning on June 1, 2010, if, for at least 20 Trading Days in the
period of 30 consecutive Trading Days ending on the Trading Day before the date
of mailing of the Redemption Notice pursuant to Section 3.02 of the Indenture
(including on the last day in such period), the Closing Sale Price of the Common
Stock shall have exceeded 130% of the Conversion Price in effect on the last
Trading Day of such period, the Company, at its option, may redeem the
Securities on a Redemption Date specified by the Company in accordance with
Article 3 of the Indenture for cash in whole or in part, at a redemption price
(the "REDEMPTION PRICE") equal to the principal amount of the Securities to be

                                       A-8

<PAGE>

 redeemed together in each case with accrued and unpaid Interest (including
 deferred interest) on the Securities redeemed to (but excluding) the Redemption
 Date.

         In no event will any Security be redeemable at the option of the
Company before June 1,2010.

         The Company may redeem Debentures only in whole and not in part if a
 default in the payment of interest, or premium, if any, on the Debentures has
 occurred and is continuing or during an Extended Interest Payment Period.

         The Debentures are not subject to redemption through the operation of
any sinking fund.

         If a Change of Control occurs at any time prior to maturity of the
 Debentures, this Debenture will be repurchased at the option of the holder on
 the Repurchase Date specified by the Company in accordance with the Indenture
 at a Repurchase Price equal to 100% of the principal amount thereof, together
 with accrued and unpaid Interest (including deferred interest) to but excluding
 the Repurchase Date. The Debentures will be repurchased in multiples of $50
 principal amount. The Company shall mail to all holders of record of the
 Debentures a notice of the occurrence of a Change of Control and of the
 repurchase right arising as a result thereof on or before the 30th day after
 the occurrence of such Change of Control. For a Debenture to be so repurchased
 at the option of the holder, the Company must receive at the office or agency
 of the Company maintained for that purpose in accordance with the terms of the
 Indenture, such Debenture with the form entitled "OPTION TO ELECT REPURCHASE
 UPON A CHANGE OF CONTROL" on the reverse thereof duly completed, together with
 such Debenture, duly endorsed for transfer, on or before the Repurchase Date

         Holders have the right to withdraw any such repurchase election by
 delivering to the Trustee (or other Paying Agent appointed by the Company) a
 written notice of withdrawal up to the close of business on the Business Day
 preceding the Repurchase Date, all as provided in the Indenture.

         If cash sufficient to pay the Repurchase Price with respect to all
 Debentures or portions thereof to be repurchased as of the Repurchase Date is
 deposited with the Trustee (or other Paying Agent appointed by the Company) on
 the Business Day following the Repurchase Date, interest will cease to accrue
 on such Debentures (or portions thereof) on and after the Repurchase Date and
 the holder thereof shall have no other rights as such other than the right to
 receive the Repurchase Price upon surrender of such Debenture.

         In compliance with the provisions of the Indenture, prior to the final
 Maturity Date of the Debentures, the holder hereof has the right, at its
 option, to

                                       A-9

<PAGE>

convert each $50 principal amount of the Debentures into 4.5907 shares of the
Company's Common Stock, as such shares shall be constituted at the date of
conversion and subject to adjustment from time to time as provided in the
Indenture, upon surrender of this Debenture with the form entitled "CONVERSION
NOTICE" on the reverse hereof duly completed, to the Company at the office or
agency of the Company maintained for that purpose in accordance with the terms
of the Indenture, or at the option of such holder, the Corporate Trust Office,
and, unless the shares issuable on conversion are to be issued in the same name
as this Debenture, duly endorsed by, or accompanied by instruments of transfer
in form satisfactory to the Company duly executed by, the holder or by his duly
authorized attorney.

         If the Company (i) is a party to a consolidation, merger, statutory
 share exchange or combination, (ii) reclassifies the Common Stock, or (iii)
 sells or conveys its properties and assets substantially as an entirety to any
 Person, the right to convert a Security into shares of Common Stock may be
 changed into a right to convert it into securities, cash or other assets of the
 Company or such other Person, in each case in accordance with the Indenture.

         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 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 following Interest Payment Date, this Debenture (or portion
 hereof being converted) must be accompanied by payment, in immediately
 available funds or other funds acceptable to the Company, of an amount equal to
 the Interest otherwise payable on such Interest Payment Date on the principal
 amount being converted; provided that no such payment shall be required (1) if
 the Company has specified a Redemption Date that is after a Record Date and
 prior to the next Interest Payment Date, (2) if the Company has specified a
 Repurchase Date following a Change of Control that is during such period or (3)
 to the extent of any overdue interest, if any overdue interest exists at the
 time of conversion with respect to such debenture.

         No fractional shares will be issued upon any conversion, but an
 adjustment and payment in cash will be made, as provided in the Indenture, in
 respect of any fraction of a share which would otherwise be issuable upon the
 surrender of any Debenture or Debentures for conversion.

         A Debenture in respect of which a holder is exercising its right to
require repurchase upon a Change of Control may be converted only if such holder
withdraws its election to exercise such right in accordance with the terms of
the Indenture.

                                      A-10

<PAGE>

         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 Redemption Date, may be deemed to be redeemed from the holders of
such Debentures for an amount equal to the applicable Redemption Price, together
with accrued but unpaid Interest to, but excluding, the date fixed for
redemption, 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 authenticating agent, 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 other authenticating agent nor any Paying Agent
 nor other 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, to the extent of the sum or sums paid, satisfy and
 discharge liability for monies payable on this Debenture.

         No recourse for the payment of the principal of or any premium 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 or 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.

                                      A-ll

<PAGE>

         This Debenture shall be deemed to be a contract made under the laws of
 New York, and for all purposes shall be construed in accordance with the laws
 of New York (including Section 5-1401 of the New York General Obligations Law
 or any successor to such statute).

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

                                      A-12

<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 -  as tenants in common            UNIF GIFT MIN ACT -_____Custodian____
TEN ENT -  as tenant by the entireties     (Cust)    (Minor)
JT TEN -   as joint tenants with right of  under Uniform Gifts to Minors Act
           survivorship and not as tenants __________________________________
           in common                                    (State)

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

<PAGE>

                                CONVERSION NOTICE

 TO:     THE WILLIAMS COMPANIES, INC.

         The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which is
$50 or a multiple thereof) below designated, into shares of Common Stock of The
Williams Companies, 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 check in payment for 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. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture. 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)

                                                     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

<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:

___________________________

<PAGE>

                           OPTION TO ELECT REPURCHASE
                            UPON A CHANGE OF CONTROL

 TO:     THE WILLIAMS COMPANIES, INC.

         The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from The Williams Companies, Inc. (the
"COMPANY") as to the occurrence of a Change of Control with respect to the
Company and requests and instructs the Company to repurchase the entire
principal amount of this Debenture, or the portion thereof (which is $50 or a
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 (including
deferred interest) to, but excluding, the Repurchase Date, to the registered
holder hereof. Capitalized terms used herein but not defined shall have the
meanings ascribed to such terms in the Indenture.

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

<PAGE>

                                   ASSIGNMENT

         For value received_______________________________________hereby sell(s)
 assign(s) and transfer(s) unto__________________________________________(Please
 insert social security or other Taxpayer Identification Number of assignee) the
 within Debenture, and hereby irrevocably constitutes and appoints
________________________________________________________attorney 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 (or any successor provision) (other than any transfer
pursuant to a registration statement that has been declared effective under the
Securities Act), the undersigned confirms that such Debenture is being
transferred:

         [ ]      To The Williams Companies, Inc. or a subsidiary thereof; or

         [        TO A "QUALIFIED INSTITUTIONAL BUYER" in compliance with Rule
                  144A under the Securities Act of 1933, as amended; or

         [ ]      Pursuant to and in compliance with Rule 144 under the
                  Securities Act of 1933, as amended; or

         [ ]      Pursuant to a Registration Statement which has been declared -
                  effective under the Securities Act of 1933, as amended, and
                  which continues to be effective at the time of transfer;

and unless the Debenture has been transferred to The Williams Companies, Inc. or
a subsidiary thereof, the undersigned confirms that such Debenture is not being
transferred to an "AFFILIATE" of the Company as defined in Rule 144 under the
Securities Act of 1933, as amended.

         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)

<PAGE>

                                                     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, al in accordance
                                                     with the Securities
                                                     Exchange Act of 1934, as
                                                     amended.

                                                     ___________________________
                                                     Signature Guarantee

NOTICE: The signature on the Conversion Notice, the Option to Elect Repurchase
Upon a Change of Control or the Assignment must correspond with the name as
written upon the face of the Debenture in every particular without alteration or
enlargement or any change whatever.

<PAGE>

                                                                      Schedule I

                [Include Schedule I only for a Global Debenture]

            5.50% Junior Subordinated Convertible Debenture due 2033

         No. ____________________

<TABLE>
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                                             Notation Explaining Principal               of Trustee or
Date        Principal Amount                        Amount Recorded                        Custodian
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