<PAGE>

                                                                     EXHIBIT 4.1

================================================================================

                                   KEANE, INC.

                                       To

                      Wachovia Bank, National Association,
                                   as Trustee

                                   ----------

                                    INDENTURE

                                   Dated as of

                                  June 18, 2003

                                   ----------

                 2% Convertible Subordinated Debentures Due 2013

================================================================================

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                                TABLE OF CONTENTS

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                                    ARTICLE 1
                                   Definitions
Section 1.01. Definitions ...............................................................................1

                                    ARTICLE 2
           Issue, Description, Execution, Registration And Exchange Of
                                   Debentures

Section 2.01. Designation Amount And Issue Of Debentures................................................11
Section 2.02. Form of Debentures .......................................................................11
Section 2.03. Date And Denomination Of Debentures; Payments Of Interest ................................12
Section 2.04. Execution of Debentures ..................................................................14
Section 2.05. Exchange and Registration of Transfer of Debentures; Restrictions on Transfer ............15
Section 2.06. Mutilated, Destroyed, Lost or Stolen Debentures ..........................................21
Section 2.07. Temporary Debentures......................................................................22
Section 2.08. Cancellation of Debentures................................................................22
Section 2.09. CUSIP Numbers ............................................................................23

                                    ARTICLE 3
                     Redemption And Repurchase Of Debentures

Section 3.01. Redemption of Debentures .................................................................23
Section 3.02. Notice of Optional Redemption; Selection of Debentures ...................................23
Section 3.03. Payment of Debentures Called For Redemption by the Company ...............................25
Section 3.04. Conversion Arrangement on Call for Redemption.............................................26
Section 3.05. Repurchase at Option of Holders Upon a Designated Event...................................27
Section 3.06. Repurchase of Debentures by the Company at Option of the Holder ..........................31
Section 3.07. Company Repurchase Notice ................................................................32
Section 3.08. Effect of Repurchase Notice ..............................................................33
Section 3.09. Deposit of Repurchase Price ..............................................................34
Section 3.10. Debentures Repurchased in Part ...........................................................34

                                    ARTICLE 4
                           Subordination Of Debentures

Section 4.01. Agreement of Subordination................................................................34
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Section 4.02. Payments to Debentureholders .............................................................35
Section 4.03. Subrogation of Debentures ................................................................38
Section 4.04. Obligations of Company Unconditional .....................................................39
Section 4.05. Authorization to Effect Subordination ....................................................39
Section 4.06. Notice to Trustee ........................................................................39
Section 4.07. Trustee's Relation to Senior Indebtedness ................................................40
Section 4.08. No Impairment of Subordination ...........................................................41
Section 4.09. Certain Conversions Not Deemed Payment ...................................................41
Section 4.10. Article Applicable to Paying Agents ......................................................41
Section 4.11. Senior Indebtedness Entitled to Rely .....................................................42
Section 4.12. Reliance on Judicial Order or Certificate of Liquidating Agent ...........................42

                                    ARTICLE 5
                               Contingent Interest

Section 5.01. Contingent Interest.......................................................................42
Section 5.02. Payment of Contingent Interest............................................................43
Section 5.03. Contingent Interest Notification..........................................................43

                                    ARTICLE 6
                       Particular Covenants Of The Company

Section 6.01. Payment of Principal 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. Contingent Debt Tax Treatment.............................................................47
Section 6.11. Calculation Of Tax Original Issue Discount................................................48

                                    ARTICLE 7
       Debentureholders' Lists And Reports By The Company And The Trustee

Section 7.01. Debentureholders' Lists ..................................................................48
Section 7.02. Preservation And Disclosure Of Lists......................................................48
Section 7.03. Reports By Trustee .......................................................................49
Section 7.04. Reports by Company .......................................................................49
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                                       ii

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                                    ARTICLE 8
           Remedies Of The Trustee And Debentureholders On An Event Of
                                     Default

Section 8.01. Events Of Default ........................................................................49
Section 8.02. Payments of Debentures on Default; Suit Therefor .........................................51
Section 8.03. Application of Monies Collected By Trustee................................................53
Section 8.04. Proceedings by Debentureholder............................................................54
Section 8.05. Proceedings By Trustee....................................................................55
Section 8.06. Remedies Cumulative And Continuing........................................................55
Section 8.07. Direction of Proceedings and Waiver of Defaults By Majority of Debentureholders...........56
Section 8.08. Notice of Defaults........................................................................56
Section 8.09. Undertaking To Pay Costs .................................................................56

                                    ARTICLE 9
                                   The Trustee

Section 9.01. Duties and Responsibilities of Trustee ...................................................57
Section 9.02. Reliance on Documents, Opinions, Etc......................................................59
Section 9.03. No Responsibility For Recitals, Etc ......................................................60
Section 9.04. Trustee, Paying Agents, Conversion Agents or Registrar May Own Debentures.................60
Section 9.05. Monies to Be Held in Trust ...............................................................60
Section 9.06. Compensation and Expenses of Trustee......................................................60
Section 9.07. Officers' Certificate As Evidence.........................................................61
Section 9.08. Conflicting Interests of Trustee..........................................................62
Section 9.09. Eligibility of Trustee....................................................................62
Section 9.10. Resignation or Removal of Trustee. .......................................................62
Section 9.11. Acceptance by Successor Trustee...........................................................64
Section 9.12. Succession By Merger .....................................................................64
Section 9.13. Preferential Collection of Claims ........................................................65
Section 9.14. Trustee's Application For Instructions From The Company ..................................65

                                   ARTICLE 10
                              The Debentureholders

Section 10.01. Action By Debentureholders ..............................................................66
Section 10.02. Proof of Execution by Debentureholders ..................................................66
Section 10.03. Who Are Deemed Absolute Owners ..........................................................66
Section 10.04. Company-owned Debentures Disregarded ....................................................67
Section 10.05. Revocation Of Consents, Future Holders Bound.............................................67
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                                       iii

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                                   ARTICLE 11
                          Meetings Of Debentureholders

Section 11.01. Purpose Of Meetings......................................................................68
Section 11.02. Call Of Meetings By Trustee .............................................................68
Section 11.03. Call Of Meetings By Company Or Debentureholders .........................................68
Section 11.04. Qualifications For Voting ...............................................................69
Section 11.05. Regulations..............................................................................69
Section 11.06. Voting ..................................................................................70
Section 11.07. No Delay Of Rights By Meeting ...........................................................70

                                   ARTICLE 12
                             Supplemental Indentures

Section 12.01. Supplemental Indentures Without Consent of Debentureholders .............................70
Section 12.02. Supplemental Indenture With Consent Of Debentureholders .................................72
Section 12.03. Effect Of Supplemental Indenture ........................................................73
Section 12.04. Notation On Debentures...................................................................74
Section 12.05. Evidence Of Compliance Of Supplemental Indenture To Be Furnished To Trustee .............74

                                   ARTICLE 13
                Consolidation, Merger, Sale, Conveyance and Lease

Section 13.01. Company May Consolidate On Certain Terms ................................................74
Section 13.02. Successor To Be Substituted..............................................................75
Section 13.03. Opinion Of Counsel To Be Given To Trustee ...............................................75

                                   ARTICLE 14
                     Satisfaction And Discharge Of Indenture

Section 14.01. Discharge Of Indenture...................................................................76
Section 14.02. Deposited Monies To Be Held In Trust By Trustee..........................................76
Section 14.03. Paying Agent To Repay Monies Held .......................................................77
Section 14.04. Return Of Unclaimed Monies; Repayment to the Company ....................................77
Section 14.05. Reinstatement ...........................................................................77

                                   ARTICLE 15
         Immunity Of Incorporators, Stockholders, Officers And Directors

Section 15.01. Indenture And Debentures Solely Corporate Obligations ...................................78
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                                       iv

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                                   ARTICLE 16
                            Conversion Of Debentures

Section 16.01. Right To Convert ........................................................................78
Section 16.02. Exercise Of Conversion Privilege; Issuance Of Common Stock On Conversion; No
                  Adjustment For Interest Or Dividends .................................................81
Section 16.03. Cash Payments in Lieu of Fractional Shares...............................................84
Section 16.04. Conversion Rate .........................................................................84
Section 16.05. Adjustment Of Conversion Rate ...........................................................84
Section 16.06. Effect Of Reclassification, Consolidation, Merger or Sale................................94
Section 16.07. Taxes On Shares Issued ..................................................................95
Section 16.08. Reservation of Shares, Shares to Be Fully Paid; Compliance With Governmental
                  Requirements; Listing of Common Stock ................................................95
Section 16.09. Responsibility Of Trustee ...............................................................96
Section 16.10. Notice To Holders Prior To Certain Actions ..............................................97
Section 16.11. Shareholder Rights Plans.................................................................98
Section 16.12. Issuer Determination Final ..............................................................98

                                   ARTICLE 17
                            Miscellaneous Provisions

Section 17.01. Provisions Binding On Company's Successors ..............................................98
Section 17.02. Official Acts By Successor Corporation...................................................98
Section 17.03. Addresses For Notices, Etc ..............................................................98
Section 17.04. Governing Law............................................................................99
Section 17.05. Evidence Of Compliance With Conditions Precedent, Certificates To Trustee................99
Section 17.06. Legal Holidays .........................................................................100
Section 17.07. Trust Indenture Act.....................................................................100
Section 17.08. No Security Interest Created............................................................100
Section 17.09. Benefits Of Indenture ..................................................................100
Section 17.10. Table Of Contents, Headings, Etc........................................................100
Section 17.11. Authenticating Agent ...................................................................101
Section 17.12. Execution In Counterparts ..............................................................102
Section 17.13. Severability............................................................................102

Exhibit A Form of Debenture ...........................................................................A-1
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                                        v

<PAGE>

                                   INDENTURE

     INDENTURE dated as of June 18, 2003 between Keane, Inc., a Massachusetts
corporation (hereinafter called the "Company"), having its principal office at
100 City Square, Boston, Massachusetts, 02129 and Wachovia Bank, National
Association, a national banking association, as trustee hereunder (hereinafter
called the "Trustee").

                                  WITNESSETH:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its 2% Convertible Subordinated Debentures Due 2013 (hereinafter
called the "Debentures"), in an aggregate principal amount not to exceed
$150,000,000, 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 Designated Event repurchase
notice, a form of repurchase notice and a form of conversion notice to be borne
by the Debentures are to be substantially in the forms hereinafter provided for;
and

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1
                                  Definitions

     Section 1.01. Definitions. The terms defined in this Section 1.01 (except
as herein otherwise expressly provided or unless the context otherwise requires)

<PAGE>

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 respective 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.

     "Adjustment Event" has the meaning specified in Section 16.05(k).

     "Agent Members" has the meaning specified in Section 2.05(b).

     "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 except a Saturday, Sunday or legal holiday on
which banking institutions in The City of New York are authorized or obligated
by law, regulation or executive order to close.

     "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 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.

                                       2

<PAGE>

     "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 $.10) or shares
of any class or classes resulting from any reclassification or reclassifications
of the Common Stock, par value $.10 per share 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. For the avoidance of doubt, subject to the provisions of
Section 16.06, the term "Common Stock", as used in this Indenture, shall not
mean the Company's Class B Common Stock, $.10 par value per share.

     "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.

     "Company Repurchase Notice" has the meaning specified in Section 3.07(b).

     "Company Repurchase Notice Date" has the meaning specified in Section
3.07(b).

     "Contingent Interest" means interest that accrues and is payable as
provided in Article 5.

     "Conversion Price" as of any day will equal $1,000 divided by the
Conversion Rate as of such date and rounded to the nearest cent. The Conversion
Price shall initially be $18.349 per share of Common Stock.

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

                                       3

<PAGE>

     "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 administered, which office is, at the date
as of which this Indenture is dated, located at 200 Berkeley Street, 17th Floor,
Boston, MA 02116.

     "Current Market Price" has the meaning specified in Section 16.05(g).

     "Custodian" means Wachovia Bank, National Association, as custodian for the
Depositary with respect to the Debentures in global form, or any successor
entity thereto.

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

     "Debenture Register" has the meaning specified in Section 2.05.

     "Debenture Registrar" has the meaning specified in Section 2.05.

     "Debentureholder" or "holder" as applied to any Debenture, or other similar
terms, 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 Event" shall mean any Fundamental Change.

     "Designated Event Notice" has the meaning specified in Section 3.05(b).

     "Designated Event Expiration Time" has the meaning specified in Section
3.05(b).

     "Designated Event Repurchase Date" has the meaning specified in Section
3.05(a).

                                       4

<PAGE>

     "Designated Senior Indebtedness" means (i) all obligations of the Company
under the Senior Credit Facility and (ii) any Senior Indebtedness in which the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness). If any payment made to any holder of any Designated Senior
Indebtedness or its Representative with respect to such Designated Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Designated Senior Indebtedness
effective as of the date of such rescission or return.

     "Determination Date" has the meaning specified in Section 16.05(k).

     "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.

     "Ex-Dividend Time" has the meaning specified in Section 16.01(e).

     "Expiration Time" has the meaning specified in Section 16.05(f).

     "Fair Market Value" has the meaning specified in Section 16.05(g).

     "Fundamental Change" means the occurrence of any transaction or event
(whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise) in connection with which all or substantially all of the Common Stock
shall be exchanged for, converted into, acquired for or constitutes solely the
right to receive consideration which is not all or substantially all common
stock that is (or, upon consummation of or immediately following such
transaction or event, which will be) listed on a United States national
securities exchange or approved (or, upon consummation of or immediately
following such transaction or event, which will be approved) for quotation on
the Nasdaq National Market or any similar United States system of automated
dissemination of quotations of securities prices.

     "Global Debenture" has the meaning specified in Section 2.02.

                                       5

<PAGE>

     "Indebtedness" means, with respect to any Person, and without duplication,
(a) all indebtedness, obligations and other liabilities (contingent or
otherwise) of such Person for borrowed money (including obligations of the
Person in respect of overdrafts, foreign exchange contracts, commodity
contracts, currency exchange agreements, interest rate protection agreements,
and any loans or advances from banks, whether or not evidenced by notes or
similar instruments) or evidenced by bonds, debentures, notes or similar
instruments (whether or not the recourse of the lender is to the whole of the
assets of such Person or to only a portion thereof), the deferred purchase price
of property, including conditional sales obligations and title retention
agreements, other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services; (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances; (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property; (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement; (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of, indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d); (f) any indebtedness or
other obligations described in clauses (a) through (e) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person; and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

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

                                       6

<PAGE>

     "Initial Purchasers" means each of Morgan Stanley & Co. Incorporated,
Wachovia Securities, LLC and Fleet Securities, Inc. (each an "Initial
Purchaser").

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

     "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.

     "Non-Electing Share" has the meaning specified in Section 16.06.

     "Notice Date" means the date of mailing of the notice of redemption
pursuant to Section 3.02.

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

     "Optional Redemption" has the meaning specified in Section 3.02.

     "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 discharged in accordance with Article 14;

     (c) Debentures in lieu of which, or in substitution for which, other
Debentures shall have been authenticated and delivered pursuant to the terms of
Section 2.06; and

                                       7

<PAGE>

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

     "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.

     "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.

     "Purchased Shares" has the meaning specified in Section 16.05(f).

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

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

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of June 18, 2003, by and among the Company and the Initial Purchasers,
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 Indebtedness or (b) with respect to any
Senior Indebtedness that does not have any such trustee, agent or other
representative, (i) in the case of such Senior Indebtedness issued pursuant to
an agreement providing for voting arrangements as among the holders or owners of
such Senior Indebtedness, any holder or owner of such Senior Indebtedness acting
with the consent of the required persons necessary to bind such holders or
owners of such Senior Indebtedness and (ii) in the case of all other such Senior
Indebtedness, the holder or owner of such Senior Indebtedness.

     "Repurchase Date" has the meaning specified in Section 3.06.

     "Repurchase Notice" has the meaning specified in Section 3.06.

     "Responsible Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is

                                       8

<PAGE>

referred because of such person's knowledge of any familiarity with the
particular subject.

     "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 Credit Facility" means the senior credit facility, under that
certain Revolving Credit Agreement dated as of February 28, 2003, among Keane,
Inc., as borrower, and Fleet National Bank, as lender and administrative agent
and the other financial institutions from time to time party thereto, as amended
by a First Amendment dated as of June 11, 2003, together with the documents now
or hereafter related thereto (including, without limitation, any guarantee
agreements and any security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including by way
of adding the Company or any Subsidiaries of the Company as additional borrowers
or guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders (or other institutions).

     "Senior Indebtedness" means the principal of, premium, if any, interest
(including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for such interest is
allowable as a claim in any such proceeding), reimbursement obligations and rent
payable on or in connection with, and all fees, costs, expenses and other
amounts accrued or due on or in connection with, Indebtedness of the Company,
whether outstanding on the date of this Indenture or thereafter created,
incurred, assumed, guaranteed or in effect guaranteed by the Company (including
all deferrals, renewals, extensions or refundings of, or amendments,
modifications or supplements to, the foregoing), unless in the case of any
particular Indebtedness the instrument creating or evidencing the same or the
assumption or guarantee thereof expressly provides that such Indebtedness shall
not be senior in right of payment to the Debentures or expressly provides that
such Indebtedness is "pari passu" with or " junior" to the Debentures, and the
term Senior Indebtedness shall not include the Company's obligations under the
Debentures. Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Company to any Subsidiary of the Company. If
any payment made to any holder

                                       9

<PAGE>

of any Senior Indebtedness or its Representative with respect to such Senior
Indebtedness is rescinded or must otherwise be returned by such holder or
Representative upon the insolvency, bankruptcy or reorganization of the Company
or otherwise, the reinstated Indebtedness of the Company arising as a result of
such rescission or return shall constitute Senior Indebtedness effective as of
the date of such rescission or return.

     "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 1-02(w) of Regulation S-X of the Commission as
in effect on the date of this Indenture.

     "Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of capital stock 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) and (ii) any partnership (a) the sole
general partner or managing general partner of which is such Person or a
subsidiary of such Person or (b) the only general partners of which are such
Person or of one or more subsidiaries of such Person (or any combination
thereof).

     "Tax Original Issue Discount" means the amount of ordinary interest income
on a Debenture that must be accrued as original issue discount for United States
Federal income tax purposes pursuant to U.S. Treas. Reg. Sec. 1.1275-4 or any
successor provision.

     "Trading Day" has the meaning specified in Section 16.05(g).

     "Trading Price" means, on any date, the average of the secondary market bid
quotations per $1,000 principal amount of Debentures obtained by the Trustee for
$5,000,000 principal amount of Debentures at approximately 3:30 p.m., New York
City time, on such date from three independent nationally recognized securities
dealers selected by the Company; provided that if at least three such bids
cannot reasonably be obtained by the Trustee, but two such bids are obtained,
then the average of the two bids shall be used, and if only one such bid can
reasonably be obtained by the Trustee, one bid shall be used; provided further
that if the Trustee cannot reasonably obtain at least one bid for $5,000,000
principal amount of Debentures from a nationally recognized securities dealer,
then the Trading Price per $1,000 principal amount of Debentures on such date
shall be deemed to be less than 98% of the product of (a) the number of shares
of Common Stock issuable upon conversion of $1,000 principal amount of
Debentures and (b) the Closing Sale Price on such date.

                                       10

<PAGE>

     "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 Sections
12.03 and 15.06; 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 Wachovia Bank, National Association and its successors and
any corporation resulting from or surviving any consolidation or merger to which
it or its successors may be a party and any successor trustee at the time
serving as successor trustee hereunder.

                                    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 "2% Convertible Subordinated Debentures Due 2013".
Debentures not to exceed the aggregate principal amount of $150,000,000 (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 Clerk or Assistant Clerk, 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 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

                                       11

<PAGE>

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
the 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 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 $1,000 principal amount and integral multiples thereof. Each
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.

     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

                                       12

<PAGE>

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 (unless the redemption date or
the repurchase date, as the case may be, falls after a record date and on or
prior to the corresponding interest payment date, in which case the semi-annual
payment of interest becoming due on such interest payment date shall be payable
to the holders of such Debentures registered as such on the applicable record
date).

     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 aggregate principal in excess of $2
million) 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 June 1 or
December 1 preceding the applicable June 15 or December 15 interest payment
date, respectively.

     Any interest on any Debenture which is payable, but is not punctually paid
or duly provided for, on any June 15 or December 15 (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
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

                                       13

<PAGE>

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"). 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.

     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.

                                       14

<PAGE>

     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.

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

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

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

     All Debentures presented or surrendered for registration of transfer or for
exchange, redemption, 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, 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

                                       15

<PAGE>

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, (d) any Debentures or portions thereof tendered for repurchase
(and not withdrawn) pursuant to Section 3.05 or (e) any Debentures or portions
thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

     (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 and no successor clearing agency has been appointed
     by the Company within 90 days, (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 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

                                       16

<PAGE>

     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 shall be surrendered by the Depositary to the Trustee,
     as Debenture Registrar. With regard to any Global Debenture to be exchanged
     in part, either such Global Debenture shall be so surrendered for exchange
     or, if the Trustee is acting as Custodian for the Depositary or its nominee
     with respect to such Global Debenture, the principal amount thereof shall
     be reduced, by an amount equal to the portion thereof to be so exchanged,
     by means of an appropriate adjustment made on the records of the Trustee.
     Upon any such surrender or adjustment, the Trustee shall authenticate and
     make available for delivery the Debenture issuable on such exchange to or
     upon the written order of the Depositary or an authorized representative
     thereof.

          (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 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

                                       17

<PAGE>

     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 Debenture holder's acceptance thereof,
agrees to be bound by all such restrictions on transfer. As used in this Section
2.05(c), 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) and any stock certificate representing Common
Stock issued upon conversion of any Debenture shall bear a legend in
substantially the following form, unless such Debenture or 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
Trustee:

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

                                       18

<PAGE>

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) 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 (D) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES WHERE
REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE
RESTRICTION TERMINATION DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY.

     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

                                       19

<PAGE>

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.

     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(c).

     (d) 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).

     (e) The Trustee shall have no responsibility or obligation to any Agent
Members or any other Person with respect to the accuracy of the books or
records, or the acts or omissions, of the Depository or its nominee or of any
participant or member thereof, with respect to any ownership interest in the
Debentures or with respect to the delivery to any Agent Member or other Person
(other than the Depositary) of any notice (including any notice of redemption)
or the payment of any amount, under or with respect to such Debentures. All
notices and communications to be given to the Debentureholder and all payments
to be made to Debentureholders under the Debentures shall be given or made only
to or upon the order of the registered Debentureholders (which shall be the
Depository or its nominee in the case of a Global Debenture). The rights of
beneficial owners in any Global Debenture shall be exercised only through the
Depository subject to the customary procedures of the Depository. The Trustee
may rely and shall be fully protected in relying upon information furnished by
the Depository with respect to its Agent Members.

     The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this

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<PAGE>

Indenture or under applicable law with respect to any transfer of any interest
in any Debenture (including any transfers between or among Agent Members in any
Global Indenture) 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 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 the Company's 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 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 Designated Event (and not withdrawn) or has been surrendered
for repurchase on a Repurchase Date (and not withdrawn) or is to be converted
into Common Stock shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debenture, pay or authorize the
payment of or convert or authorize the conversion of the same (without surrender
thereof except in the case of a mutilated Debenture), as the case may be, if the
applicant for such payment or conversion shall furnish to the Company, to the
Trustee and, if applicable, to such authenticating agent such security or
indemnity as may be required by them to save each of them harmless for any loss,
liability, cost or expense caused by or 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

                                       21

<PAGE>

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
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

                                       22

<PAGE>

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 or repurchases 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 or a repurchase and
that reliance may be placed only on the other identification numbers printed on
the Debentures, and any such redemption or repurchase shall not be affected by
any defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.

                                    ARTICLE 3
                     Redemption And Repurchase Of Debentures

     Section 3.01. Redemption of Debentures. The Company may not redeem any
Debentures prior to June 15, 2008. At any time on or after June 15, 2008 and
prior to maturity, the Debentures may be redeemed at the option of the Company,
in whole or in part, upon notice as set forth in Section 3.02, at a redemption
price equal to 100% of the principal amount of the Debentures being redeemed,
together with accrued and unpaid Interest, if any, to, but excluding, the date
fixed for redemption; provided that if the redemption date falls after a record
date and on or prior to the corresponding interest payment date, then the
Interest payable on such interest payment date shall be paid to the holders of
record of such Debentures on the applicable record date instead of the holders
surrendering such Debentures for redemption on such 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 and it or, at its written request received by the Trustee
not fewer than thirty-five (35) days prior (or such shorter period of time as
may be acceptable to the Trustee) to the date fixed for redemption, the Trustee
in the name of and at the expense of the Company, shall mail or cause to be
mailed a notice of such redemption 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

                                       23

<PAGE>

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 notice of redemption,
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 notice of redemption 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 place or places
of payment, that payment will be made upon presentation and surrender of such
Debentures, that Interest accrued and unpaid 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 notice of
redemption shall identify the Debentures to be redeemed (including CUSIP
numbers, if any). In case any Debenture is to be redeemed in part only, the
notice of redemption 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.

     Prior to 10:00 a.m. (New York City time) on the redemption date specified
in the notice of redemption 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 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, together with accrued and
unpaid Interest to, but excluding, the redemption 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 and unpaid Interest
to, but

                                       24

<PAGE>

excluding, the redemption date. 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 Officers' Certificate not fewer than
thirty-five (35) 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
$1,000 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) 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 notice of redemption.

     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 notice of redemption 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, together with
Interest accrued and unpaid to (but excluding) the redemption date, and on and
after said date (unless the Company shall default in the payment of such
Debentures at the redemption price, together with Interest accrued and unpaid to
said date) 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, together with

                                       25

<PAGE>

Interest accrued and unpaid to said date) such Debentures shall cease to be
convertible into Common Stock and, except as provided in Section 9.05 and
Section 14.04, 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 and unpaid Interest to (but
excluding) the redemption date. 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, together with Interest accrued and unpaid thereon
to, but excluding, the redemption date; provided that if the redemption date
falls after a record date and on or prior to the corresponding interest payment
date, then the Interest payable on such interest payment date shall be paid to
the holders of record of such Debentures on the applicable record date instead
of the holders surrendering such Debentures for redemption on such date.

     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 any Debentures
or mail any notice of redemption during the continuance of a default in payment
of Interest on the Debentures, of which the Trustee has knowledge or has
received notice as provided in this Indenture. If any Debenture called for
redemption shall not be so paid upon surrender thereof for redemption, such
Debenture shall remain convertible into Common Stock until the principal 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, together with Interest
accrued to, but excluding, the date fixed for redemption, 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,
together with Interest accrued to, but excluding, the date fixed for redemption,
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

                                       26

<PAGE>

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 at Option of Holders Upon a Designated Event. (a)
If there shall occur a Designated Event at any time prior to maturity of the
Debentures, 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 $1,000 principal amount, as of the
date (the "Designated Event Repurchase Date") specified by the Company that is
not less than twenty (20) Business Days and not more than thirty-five (35)
Business Days after the date of the Designated Event Notice (as defined in
Section 3.05(b)) with respect to such Designated Event at a repurchase price
equal to 100% of the principal amount thereof, together with accrued and unpaid
Interest to, but excluding, the Designated Event Repurchase Date; provided that
if such Designated Event Repurchase Date falls after a record date and on or
prior the corresponding interest payment date, then the interest payable on such
interest payment date shall be paid to the holders of record of the Debentures
on the applicable record date instead of the holders surrendering the Debentures
for repurchase on such date. Repurchases of Debentures under this Section 3.05
shall be made, at the option of the holder thereof, upon:

          (i) delivery to the Trustee (or other paying agent appointed by the
     Company) by a holder of a duly completed and executed notice (the
     "Designated Event Repurchase Notice") in the form set forth on the reverse
     of the Debenture prior to the close of business on the Designated Event
     Repurchase Date; and

          (ii) delivery or book-entry transfer of the Debentures to the Trustee
     (or other paying agent appointed by the Company) at any time simultaneous
     with or after delivery of the Designated Event Repurchase Notice (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 as provided in Section 6.02, such delivery being a condition to
     receipt by the holder of the repurchase price therefor; provided that such
     repurchase price shall be so paid pursuant to this Section 3.05 only if the
     Debenture so delivered to the Trustee (or other

                                       27

<PAGE>

     paying agent appointed by the Company) shall conform in all respects to the
     description thereof in the related Designated Event Repurchase Notice.

     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 $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to the purchase of all of a Debenture also apply to the purchase of such portion
of such Debenture.

     Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Designated
Event Repurchase Notice contemplated by this Section 3.05 shall have the right
to withdraw such Designated Event Repurchase Notice at any time prior to the
close of business on the Designated Event Repurchase Date by delivery of a
written notice of withdrawal to the Trustee (or other paying agent appointed by
the Company) in accordance with Section 3.05(c) below.

     The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Designated Event Repurchase
Notice or written notice of withdrawal thereof.

     (b) Within fifteen days after the occurrence of a Designated Event, the
Company or at its written request (which 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 in writing to a
shorter period), the Trustee, in the name of and at the expense of the Company,
shall mail or cause to be mailed to all holders of record on the date of the
Designated Event a notice (the "Designated Event Notice") of the occurrence of
such Designated Event and of the repurchase right at the option of the holders
arising as a result thereof. Such notice shall be mailed in the manner and with
the effect set forth in the first paragraph of Section 3.02 (without regard for
the time limits set forth therein). If the Company shall give such notice, the
Company shall also deliver a copy of the Designated Event Company Notice to the
Trustee at such time as it is mailed to Debentureholders. Concurrently with the
mailing of any Designated Event Notice, the Company shall issue a press release
announcing such Designated Event referred to in the Designated Event 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 Designated Event 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 Designated Event Notice shall specify the circumstances constituting
the Designated Event, the Designated Event Repurchase Date, the price at which
the Company shall be obligated to repurchase Debentures, that the holder must

                                       28

<PAGE>

exercise the repurchase right on or prior to the close of business on the
Designated Event Repurchase Date (the "Designated Event Expiration Time"), that
the holder shall have the right to withdraw any Debentures surrendered prior to
the Designated Event Expiration Time, a description of the procedure which a
Debentureholder must follow to exercise such repurchase right and to withdraw
any surrendered Debentures, the place or places where the holder is to surrender
such holder's Debentures, the amount of Interest accrued and unpaid on each
Debenture to the Designated Event Repurchase Date and the CUSIP number or
numbers of the Debentures (if then generally in use) and include a form of
Designated Event Repurchase Notice.

     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) A Designated Event Repurchase Notice may be withdrawn by means of a
written notice of withdrawal delivered to the office of the Trustee (or other
paying agent appointed by the Company) in accordance with the Designated Event
Repurchase Notice at any time prior to the close of business on the Designated
Event Repurchase Date, 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 Designated Event Repurchase Notice and which has
     been or will be delivered for purchase by the Company.

     (d) Prior to 10:00 a.m. (New York City time) on the Business Day
immediately following the Designated Event Repurchase Date, the Company will
deposit with the Trustee (or other paying agent appointed by the Company 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 sufficient to repurchase
all the Debentures tendered for repurchase on or prior to the Designated Event
Repurchase Date (and not withdrawn) at the appropriate repurchase price,
together with accrued and unpaid Interest to, but excluding, the Designated
Event Repurchase Date. Subject to receipt of funds and/or Debentures by the
Trustee (or other paying agent appointed by the Company), payment for Debentures
surrendered for repurchase (and not withdrawn) prior to the Designated Event

                                       29

<PAGE>

Expiration Time will be made promptly (but in no event more than five (5)
Business Days) following the later of (x) the Designated Event Repurchase Date
with respect to such Debenture (provided the holder has satisfied the conditions
in Section 3.05) 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) by mailing checks for the amount payable to the
holders of such Debentures entitled thereto as they shall appear in the
Debenture Register.

     If the Trustee (or other paying agent appointed by the Company) holds money
sufficient to repurchase on the Business Day following the Designated Event
Repurchase Date all the Debentures or portions thereof that are to be purchased
as of the Designated Event Repurchase Date, then as of the Designated Event
Repurchase Date (i) the Debentures will cease to be outstanding, (ii) Interest
on the 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 to the
Trustee or paying agent, other than the right to receive the repurchase price
upon delivery of the Debentures.

     (e) 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 issuable upon conversion of the Debentures 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 Designated Event, including
without limitation the applicable provisions of this Section 3.05 and the
definitions of Common Stock and Designated Event, 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).

                                       30

<PAGE>

     (f) The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act (including, without limitation, filing
a Schedule TO or other schedule) to the extent then applicable in connection
with the repurchase rights of the holders of Debentures in the event of a
Designated Event.

     Section 3.06. Repurchase of Debentures by the Company at Option of the
Holder. Debentures shall be purchased by the Company pursuant to the terms of
the Debentures at the option of the holder on June 15, 2008 (the "Repurchase
Date"), at a repurchase price of 100% of the principal amount, plus any accrued
and unpaid Interest to, but excluding, the Repurchase Date, subject to the
provisions of Section 3.07(a); provided that no Debentures may be repurchased by
the Company pursuant to this Section 3.06 if the principal amount of the
Debentures has been accelerated and such acceleration has not been rescinded on
or prior to the Repurchase Date. Repurchases of Debentures under this Section
3.06 shall be made, at the option of the holder thereof, upon:

     (a) delivery to the Trustee (or other paying agent appointed by the
Company) by a holder of a duly completed and executed notice (the "Repurchase
Notice") in the form set forth on the reverse of the Debenture during the period
beginning at any time from the opening of business on the date that is 20
Business Days prior to the Repurchase Date until the close of business on the
Repurchase Date; and

     (b) 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 Notice (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 as provided in Section 6.02, such delivery being a
condition to receipt by the holder of the repurchase price therefor; provided
that such repurchase price shall be so paid pursuant to this Section 3.06 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 Notice.

     The Company shall purchase from the holder thereof, pursuant to this
Section 3.06, a portion of a Debenture, if the principal amount of such portion
is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply
to the purchase of all of a Debenture also apply to the purchase of such portion
of such Debenture.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section 3.06 shall be consummated by the delivery of the consideration to be
received by the holder promptly following the later of the Repurchase Date and
the time of the book-entry transfer or delivery of the Debenture.

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<PAGE>

     Notwithstanding anything herein to the contrary, any holder delivering to
the Trustee (or other paying agent appointed by the Company) the Repurchase
Notice contemplated by this Section 3.06 shall have the right to withdraw such
Repurchase Notice at any time prior to the close of business on the Repurchase
Date by delivery of a written notice of withdrawal to the Trustee (or other
paying agent appointed by the Company) in accordance with Section 3.08.

     The Trustee (or other paying agent appointed by the Company) shall promptly
notify the Company of the receipt by it of any Repurchase Notice or written
notice of withdrawal thereof.

     Section 3.07. Company Repurchase Notice.

     (a) The Debentures to be repurchased as of the Repurchase Date pursuant to
Section 3.06 will be paid for in cash.

     Unless the Company has elected to redeem all of the Debentures on or before
the Repurchase Date in accordance with Section 3.01, at least three Business
Days before the Company Repurchase Notice Date, the Company shall deliver an
Officers' Certificate to the Trustee specifying:

          (i) the information required by Section 3.07(b) in the Company
     Repurchase Notice, and

          (ii) whether the Company desires the Trustee to give the Company
     Repurchase Notice required by Section 3.07(b).

     (b) Unless the Company has elected to redeem all of the Debentures on or
before the Repurchase Date in accordance with Section 3.01, in connection with
any repurchase of Debentures, the Company shall, no less than 20 Business Days
prior to the Repurchase Date (the "Company Repurchase Notice Date"), give notice
to holders at their addresses shown in the Debenture Register setting forth
information specified in this Section 3.07(b) (the "Company Repurchase Notice").
The Company will also give notice to beneficial owners as required by applicable
law.

     The Company Repurchase Notice shall:

          (1) state the repurchase price and the Repurchase Date to which the
     Company Repurchase Notice relates;

          (2) include a form of Repurchase Notice;

          (3) state the name and address of the Trustee (or other paying agent
     or conversion agent appointed by the Company);

                                       32

<PAGE>

          (4) state that Debentures must be surrendered to the Trustee (or other
     paying agent appointed by the Company) to collect the repurchase price;

          (5) if the Debentures are then convertible, state that Debentures as
     to which a Repurchase Notice has been given may be converted only if the
     Repurchase Notice is withdrawn in accordance with the terms of this
     Indenture; and

          (6) state the CUSIP number of the Debentures.

The Company Repurchase Notice may be given by the Company or, at the Company's
request, the Trustee shall give such Company Repurchase Notice in the Company's
name and at the Company's expense. The Trustee shall have no responsibilities
whatsoever with respect to the contents of the Company Repurchase Notice.

     (c) The Company will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act (including, without limitation, filing
a Schedule TO or other schedule) to the extent then applicable in connection
with the repurchase rights of the holders of Debentures.

     Section 3.08. Effect of Repurchase Notice. Upon receipt by the Trustee (or
other paying agent appointed by the Company) of the Repurchase Notice specified
in Section 3.06, the holder of the Debenture in respect of which such Repurchase
Notice was given shall (unless such Repurchase Notice 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 following the later of (x) the Repurchase
Date (provided the holder has satisfied the conditions in Section 3.06) 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 3.06. Debentures in respect of which a Repurchase Notice 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 Notice unless such Repurchase
Notice has first been validly withdrawn.

     A Repurchase Notice may be withdrawn by means of a written notice of
withdrawal delivered to the office of the Trustee (or other paying agent
appointed by the Company) in accordance with the Repurchase Notice at any time
prior to the close of business on the Repurchase Date, specifying:

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

                                       33

<PAGE>

information if the Debenture in respect of which such notice of withdrawal is
being submitted is represented by a Global Debenture,

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

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

     Section 3.09. Deposit of Repurchase Price. (a) Prior to 10:00 a.m. (New
York City Time) on the Business Day immediately following the Repurchase Date,
the Company shall deposit with the Trustee (or other paying agent appointed by
the Company, or, if the Company or a Subsidiary or an Affiliate of either of
them is acting as the paying agent, shall segregate and hold in trust as
provided in Section 6.04) an amount of cash (in immediately available funds if
deposited on such Business Day), sufficient to pay the aggregate repurchase
price of all the Debentures or portions thereof that are to be repurchased as of
the Repurchase Date.

     (b) If the Trustee or other paying agent appointed by the Company, or the
Company or a Subsidiary or Affiliate of either of them, if such entity 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) the Debentures will cease
to be outstanding, (ii) interest on the 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 to the Trustee or paying agent, other than the right to
receive the repurchase price upon delivery of the Debentures.

     Section 3.10. Debentures Repurchased in Part. Upon presentation of any
Debenture repurchased pursuant to Section 3.05 or 3.06, as the case may be, only
in part, 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 unrepurchased portion of the Debentures presented.

                                    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

                                       34

<PAGE>

provisions of this Article 4, and each Person holding any Debenture, 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 and Interest on all Debentures (including,
but not limited to, the redemption price with respect to the Debentures called
for redemption in accordance with Section 3.02, the repurchase price with
respect to Debentures submitted for repurchase in accordance with Section 3.05
or Section 3.06, and any other payment payable in respect of Debentures pursuant
to the provisions of this Indenture) 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 in cash of all Senior 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.

     Section 4.02. Payments to Debentureholders. No payment shall be made with
respect to the principal of or Interest on the Debentures (including, but not
limited to, the redemption price with respect to the Debentures called for
redemption in accordance with Section 3.02, the repurchase price with respect to
Debentures submitted for repurchase in accordance with Section 3.05 or Section
3.06 and any other payment payable in respect of Debentures pursuant to the
provisions of this Indenture), except payments and distributions made by the
Trustee as permitted by the first or second paragraph of Section 4.06, if:

          (i) a default in the payment of principal (including any letter of
     credit reimbursement obligations), premium, if any, interest, rent,
     commissions or other obligations in respect of Senior Indebtedness occurs
     and is continuing (or, in the case of Senior Indebtedness for which there
     is a period of grace, in the event of such a default that continues beyond
     the period of grace, if any, specified in the instrument or lease
     evidencing such Senior Indebtedness) or any other default on Senior
     Indebtedness occurs and the maturity of such Senior Indebtedness is
     accelerated in accordance with its terms (a "Payment Default"); or

          (ii) a default, other than a Payment Default, on any Designated Senior
     Indebtedness occurs and is continuing that permits holders of such
     Designated Senior Indebtedness to accelerate its maturity without further
     notice (except such notice as may be required to effect such acceleration)
     (or in the case of any lease that is Designated Senior Indebtedness, a
     default occurs and is continuing that permits the lessor to either
     terminate the lease or require the Company to make an irrevocable offer to
     terminate the lease following an event of default thereunder) and the
     Trustee receives a notice of the default (a "Payment Blockage Notice") from
     a

                                       35

<PAGE>

     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.
Notwithstanding the foregoing, if any Payment Blockage Notice within such 360-
day period is given by or on behalf of holders of Designated Senior Indebtedness
(other than the administrative agent under the Senior Credit Facility), the
administrative agent under the Senior Credit Facility may give another Payment
Blockage Notice within such period. No Non-Payment Default that existed or was
continuing on the date of delivery of any Payment Blockage Notice to the Trustee
shall be, or be made, the basis for a subsequent Payment Blockage Notice unless
such Non-Payment Default shall have been cured or waived for a period of not
less than 90 consecutive days.

     The Company may and shall resume payments on and distributions in respect
of the Debentures (including, but not limited to, the redemption price with
respect to the Debentures to be redeemed and repurchase price with respect to
Debentures to be repurchased);

               (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 and there is no Payment Default (or in the
          case of any lease, 179 days after notice is received if the Company
          and the Trustee have 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 and there is no Payment Default),
          unless this Article 4 otherwise prohibits the payment or distribution
          at the time of such payment or distribution (including, without
          limitation, by reason of the existence of a Payment Blockage Notice
          which is still in effect by the holders of other Designated Senior
          Indebtedness).

     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,

                                       36

<PAGE>

receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness before any payment is
made on account of the principal of 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
Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, or as otherwise required by law or a
court order) or their Representative or Representatives, as their respective
interests may appear, to the extent necessary to pay all Senior Indebtedness in
full, in cash or other payment satisfactory to the holders of such Senior
Indebtedness, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the holders of the Debentures or to the Trustee.

     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 Indebtedness which may at the
time be outstanding; provided that (i) the Senior Indebtedness is assumed by the
new corporation, if any, resulting from any reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness (other than leases which
are not assumed by the Company or the new corporation, as the case may be) are
not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company with, or the merger of the
Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article 13 shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 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.

                                       37

<PAGE>

     In the event of the acceleration of the Debentures because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Debentures in respect of the principal of or Interest on the Debentures
(including, but not limited to, the redemption price with respect to the
Debentures called for redemption in accordance with Section 3.02 or the
repurchase price with respect to the Debentures submitted for repurchase in
accordance with Section 3.05 or Section 3.06), except payments and distributions
made by the Trustee as permitted by the second paragraph of Section 4.06, until
all Senior Indebtedness has been paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the
Debentures is accelerated because of an Event of Default, the Company or, at the
Company's request and expense, the Trustee shall promptly notify holders of
Senior Indebtedness of the acceleration.

     In the event that, notwithstanding the foregoing provisions, any payment or
distribution of 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
Indebtedness is paid in full in cash or other payment satisfactory to the
holders of such Senior Indebtedness, such payment or distribution shall be held
in trust for the benefit of and shall be paid over or delivered to the holders
of Senior Indebtedness or their Representative or Representatives, as their
respective interests may appear, as calculated by the Company, to be held or
applied to the payment of any Senior Indebtedness remaining unpaid to the extent
necessary to pay all Senior Indebtedness in full in cash or other payment
satisfactory to the holders of such Senior Indebtedness, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness.

     Nothing in this Section 4.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 9.06. This Section 4.02 shall be subject to
the further provisions of Section 4.06.

     Section 4.03. Subrogation of Debentures. Subject to the payment in full of
all Senior Indebtedness, the rights of the holders of the Debentures shall be
subrogated to the extent of the payments or distributions made to the holders of
such Senior Indebtedness pursuant to the provisions of this Article 4 (equally
and ratably with the holders of all Indebtedness of the Company which by its
express terms is subordinated to other Indebtedness of the Company to
substantially the same extent as the Debentures are subordinated and is entitled
to like rights of subrogation) to the rights of the holders of Senior
Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until the
principal of and Interest on the Debentures shall be paid in full. For the
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash,

                                       38

<PAGE>

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 payments
over pursuant to the provisions of this Article 4 to or for the benefit of the
holders of Senior Indebtedness by holders of the Debentures or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the holders of the Debentures, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness.

     Section 4.04. Obligations of Company Unconditional. 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
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
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, and Interest on the Debentures as and when the same shall become
due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the holders of the Debentures and creditors of the
Company other than the holders of the Senior Indebtedness, nor shall anything
herein or therein prevent the Trustee or, subject to Section 8.04, the holder of
any Debenture from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article 4 of the holders of Senior Indebtedness in respect of cash, property or
securities of the Company received upon the exercise of any such remedy.

     Section 4.05. 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 hereby appoints
the Trustee to act as the holder's attorney-in-fact for any and all such
purposes. If the Trustee does not file a proper proof of claim or proof of debt
in the form required in any proceeding referred to in the third paragraph of
Section 8.02 hereof at least thirty (30) days before the expiration of the time
to file such claim, the holders of any Senior Indebtedness or their
Representatives are hereby authorized to file an appropriate claim for and on
behalf of the holders of the Debentures.

     Section 4.06. Notice to Trustee. The Company shall give prompt written
notice in the form of an Officers' 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

                                       39

<PAGE>

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 Officers' Certificate) or a Representative or a holder or holders of
Senior Indebtedness, and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 9.01, shall be entitled in all
respects to assume that no such facts exist; provided that if on a date not less
than one Business Day prior to the date upon which by the terms hereof any such
monies may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on any Debenture) the Trustee shall not
have received, with respect to such monies, the notice provided for in this
Section 4.06, 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 Debenture holders of monies deposited
with it pursuant to Section 14.01.

     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 Indebtedness (or a trustee
on behalf of such holder) to establish that such notice has been given by a
Representative or a holder of Senior Indebtedness or a trustee on behalf of any
such holder or holders. The Trustee shall not be required to make any payment or
distribution to or on behalf of a holder of Senior Indebtedness pursuant to this
Article 4 unless it has received satisfactory evidence as to the amount of
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 4.

     Section 4.07. Trustee's Relation to Senior 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 Indebtedness at any time held by it, to the
same extent as any other holder of Senior 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 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 Indebtedness shall be read
into this Indenture against the Trustee. The Trustee does not and shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and,
subject to the provisions of Section 9.01, the Trustee shall not be liable to
any holder of Senior

                                       40

<PAGE>

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 4.08. No Impairment of Subordination. No right of any present or
future holder of any Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Company or by any 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 with. Senior
Indebtedness may be created, renewed or extended and holders of Senior
Indebtedness may exercise any rights under any instrument creating or evidencing
such Senior 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 Indebtedness or
any terms or conditions of any instrument creating or evidencing such Senior
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 4.09. 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 or
interest on Debentures or on account of the purchase or other acquisition of
Debentures. For the purposes of this Section 4.09, 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 Indebtedness that may be
outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Debentures
are so subordinated as provided in this Article 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
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 4.10. 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

                                       41

<PAGE>

such paying agent were named in this Article 4 in addition to or in place of the
Trustee; provided that the first paragraph of Section 4.06 shall not apply to
the Company or any Affiliate of the Company if it or such Affiliate acts as
paying agent.

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

     Section 4.11. Senior Indebtedness Entitled to Rely. The holders of Senior
Indebtedness (including, without limitation, Designated Senior Indebtedness)
shall have the right to rely upon and enforce the provisions of 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 4.12. 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 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
                               Contingent Interest

     Section 5.01. Contingent Interest. Beginning with the six-month interest
period commencing June 15, 2008, the Company will pay contingent interest to the
Debentureholders during a six month interest period if the Trading Price for
each of the five Trading Days immediately preceding the first day of the
applicable six-month interest period equals or exceeds 120% of the principal
amount of the Debentures used to determine the Trading Price. During any
six-month interest period when contingent interest is payable, the contingent
interest payable on each $1,000 principal amount of Debenture shall equal 0.35%
of the average Trading Price for $1,000 principal amount of Debentures during
the five Trading Day measuring period immediately preceding the first day of
applicable six-month interest period used to determine whether contingent
interest must be paid.

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<PAGE>

     The Trustee's sole responsibility pursuant to Section 5.01 hereof shall be
to obtain the Trading Price of the Debentures for each of the five Trading Days
immediately preceding the first day of the applicable six-month interest period
and to provide such information to the Company. The Company shall determine
whether holders are entitled to receive Contingent Interest, and if so, provide
notice pursuant to Section 5.03. Notwithstanding any term contained in this
Indenture or any other document to the contrary, the Trustee shall have no
responsibilities, duties or obligations for or with respect to (i) determining
whether the Company must pay Contingent Interest or (ii) determining the amount
of Contingent Interest, if any, payable by the Company.

     Section 5.02. Payment of Contingent Interest. Contingent Interest for any
six-month interest period shall be paid on the applicable interest payment date
to the Person in whose name any Debenture (or its Predecessor Debenture) is
registered on the Debenture Register at the corresponding record date.
Contingent interest due under this Article 5 shall be treated for all purposes
of this Indenture like any other interest accruing on the Debentures.

     Section 5.03. Contingent Interest Notification. By the first Business Day
of a six-month interest period during which contingent interest will be paid,
the Company will disseminate a press release through Dow Jones & Company, Inc.
or Bloomberg Business News stating that contingent interest will be paid on the
Debentures and identifying the six month interest period (or publish the
information on its website or through such other public medium it may use at
that time).

                                    ARTICLE 6
                       Particular Covenants Of The Company

     Section 6.01. Payment of Principal and Interest. The Company covenants and
agrees that it will duly and punctually pay or cause to be paid the principal of
and Interest, on each of the Debentures (including the redemption price upon
redemption or the repurchase price upon repurchase, in each case pursuant to
Article 3), 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

                                       43

<PAGE>

the Company shall fail to maintain any such required office or agency or shall
fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office or the corporate trust office of the Trustee in the Borough of Manhattan
which office is located at Wachovia Bank, National Association, 40 Broad Street,
5th Floor, NY 5140, New York, NY 10004; Attn: Corporate Trust - Securities
Processing.

     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 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

                                       44

<PAGE>

     payment of the principal of or Interest on the Debentures when the same
     shall be due and payable; and

          (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 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 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 10:00 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 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 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 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
agents (including the Company if acting as its own paying agent) and shall have
no control of any funds held by such other paying agents.

     Section 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

                                       45

<PAGE>

preservation thereof is no longer desirable in the conduct of the business of
the 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 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, 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
default, specifying

                                       46

<PAGE>

all such defaults and the nature and the status thereof of which the signer may
have knowledge. The first such certificate to be delivered by the Company
pursuant to this Section 6.10 shall be for the fiscal year ending December 31,
2003.

     The Company will promptly deliver to the Trustee, forthwith 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 Officers' 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. Contingent Debt Tax Treatment. (a) The Company agrees, and by
acceptance of a beneficial interest in a Debenture each holder and any
beneficial owner of a Debenture will be deemed to have agreed to treat the
Debenture as indebtedness of the Company for United States federal income tax
purposes that is subject to Treas. Reg. Sec. 1.1275-4 (the "contingent payment
regulations") and to be bound (in the absence of an administrative determination
or judicial ruling to the contrary) by the Company's determination of the
comparable yield and the projected payment schedule within the meaning of the
contingent payment regulations. A holder of Debentures may obtain the issue
price, the amount of Tax Original Issue Discount, issue date, yield to maturity,
comparable yield and projected payment schedule for the Debentures, determined
by the Company pursuant to the contingent payment regulations, by submitting a
written request to the Company at the following address: Keane, Inc., 100 City
Square, Boston, MA 02129, Attention: Treasurer.

     (b) Each Debenture shall bear a legend relating to U.S. federal income tax
matters in the form set forth in Exhibit A.

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<PAGE>

     Section 6.11. Calculation Of Tax Original Issue Discount. The Company shall
file with the Trustee promptly at the end of each calendar year (i) a written
notice specifying the amount of Tax Original Issue Discount (including daily
rates and accrual periods) accrued on outstanding Debentures as of the end of
such year and (ii) such other specific information relating to such Tax Original
Issue Discount as may then be required under the Internal Revenue Code of 1986,
as amended from time to time, or the Treasury regulations promulgated
thereunder.

                                    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) calendar 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)
calendar 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. 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.

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

     (b) 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.

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<PAGE>

     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. Except to the extent required by
the Trust Indenture Act, in the event that no events have occurred under the
applicable sections of the Trust Indenture Act the Trustee shall be under no
duty or obligation to provide such reports.

     (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 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 Officers'
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 of Default (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall have occurred and be
continuing:

                                       49

<PAGE>

     (a) default in the payment of the principal of any of the Debentures as and
when the same shall become due and payable either at maturity, in connection
with any redemption or repurchase pursuant to Article 3, by acceleration or
otherwise whether or not such payment is permitted under Article 4 hereof; or

     (b) 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 such payment is
permitted under Article 4 hereof; or

     (c) default in the Company's obligation to provide a Designated Event
Notice upon a Designated Event as provided in Section 3.05; or

     (d) 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 sixty (60) 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

     (e) 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 admit in writing its inability to generally
to pay its debts as they become due; or

     (f) 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(e) or 8.01(f)), unless the principal of all of the Debentures
shall have

                                       50

<PAGE>

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 all the Debentures and the
Interest accrued and unpaid 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(e) or
8.01(f) occurs, the principal of all the Debentures and the Interest accrued and
unpaid 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 deposit with the Trustee a sum
sufficient to pay all matured installments of Interest upon all Debentures and
the principal of 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 at the default rate provided for in 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 accrued and unpaid 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.

     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, subject
to any orders entered in such proceedings 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

                                       51

<PAGE>

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 any of the Debentures as and when the same shall have become due
and payable, whether at maturity of the Debentures, in connection with any
redemption or repurchase pursuant to Article 3, by 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 or Interest, as the
case may be, with interest upon the overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) upon the overdue
installments of Interest at the rate borne by the Debentures, 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 Interest 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
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

                                       52

<PAGE>

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 to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as
it reasonably deems necessary or advisable, and, unless prohibited by law or
applicable regulations, 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 senior lien on, and shall be paid out
of, any and all distributions, dividends, monies, securities and other property
which the holders 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 Collected By Trustee. Any monies
collected by the Trustee pursuant to this Article 8 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 payment of all amounts due the Trustee under Section 9.06;

     SECOND: Subject to the provisions of Article 4, in case the principal of
the outstanding Debentures shall not have become due and be unpaid, to the

                                       53

<PAGE>

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 default rate provided for in the Debentures, such payments to be
made ratably to the Persons entitled thereto;

     THIRD: Subject to the provisions of Article 4, in case the principal of the
outstanding Debentures shall have become due, by declaration or otherwise, and
be unpaid to the payment of the whole amount then owing and unpaid upon the
Debentures for principal and Interest, with Interest on the overdue principal
and (to the extent that such Interest has been collected by the Trustee) upon
overdue installments of Interest at the default rate provided for in 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 payment of such
principal and Interest without preference or priority of principal over
Interest, or of Interest over principal 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 accrued and unpaid Interest; and

     FOURTH: Subject to the provisions of Article 4, 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 take reasonable efforts 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

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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 (including the redemption price upon redemption pursuant to
Article 3), and accrued and unpaid Interest on such Debenture, on or after the
respective due dates expressed in such Debenture or in 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.

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<PAGE>

     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, (b) the Trustee may
take any other action which is not inconsistent with such direction, (c) the
Trustee may decline to take any action that would benefit some Debentureholder
to the detriment of other Debentureholders and (d) the Trustee may decline to
take any action that would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the 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 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 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.

     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

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<PAGE>

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 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 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. 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, duties or obligations shall be read into or imposed
     under this Indenture and the Trust Indenture Act against the Trustee; and

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<PAGE>

          (ii) in the absence of bad faith and willful misconduct on the part of
     the Trustee, the Trustee may conclusively rely as to the truth of the
     statements and the correctness of the opinions expressed therein, upon any
     certificates or opinions furnished to the Trustee and conforming to the
     requirements of this Indenture; but, in the case of any such certificates
     or opinions which by any provisions hereof are specifically required to be
     furnished to the Trustee, the Trustee shall be under a duty to examine the
     same to determine whether or not they 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 10.04 relating to the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture;

     (d) whether or not therein provided, every provision of this Indenture
relating to the conduct or affecting the liability of, or affording protection
to, the Trustee shall be subject to the provisions of this Section;

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

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

     (g) the Trustee shall not be deemed to have knowledge of any Event of
Default hereunder unless it shall have been notified in writing of such Event of
Default by the Company or the holders of at least 10% in aggregate principal
amount of the Debentures.

     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

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<PAGE>

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

     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 Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Clerk or an Assistant Clerk 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 the Trustee 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 if and 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;

     (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 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;

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<PAGE>

     (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;

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

     (j) any permissive right or authority granted to the Trustee shall not be
construed as a mandatory duty.

     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 accuracy or 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.

     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 obligation or liability to invest or pay 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

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<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 from time to time 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 and documented 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 the Trustee's own negligence, willful
misconduct, recklessness or bad faith. The Company also covenants to indemnify
the Trustee and any predecessor Trustee (or any officer, director or employee of
the 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 franchise taxes
and taxes based on the income of the Trustee) incurred without negligence,
willful misconduct, recklessness or bad faith 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 or their powers or duties hereunder.
If the Company fails to compensate or indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances under this
Section 9.06, the Trustee's claim 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. The obligation of the Company under this Section shall survive the
satisfaction and discharge of this Indenture.

     The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee as a result of its own negligence or willful
misconduct.

     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(e) or
Section 8.01(f) 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. Officers' Certificate As Evidence. Except as otherwise
provided in Section 9.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or omitting any action hereunder, such
matter may, in the absence of bad faith or willful misconduct on the part of the
Trustee, be

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<PAGE>

deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee.

     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 (i) eliminate such conflicting interest within 90 days, (ii)
apply to the Commission for permission to continue as trustee hereunder or (iii)
resign, in each case 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:

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<PAGE>

          (i) the Trustee shall fail to comply with Section 9.08 after written
     request therefor by the Company or by any Debentureholder who has been a
     bona fide holder of a Debenture or Debentures for at least six (6) months;
     or

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

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

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

     (e) Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 9.06 shall continue for the
benefit of the retiring Trustee.

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

                                       64

<PAGE>

under the provisions of Section 9.08 and eligible under the provisions of
Section 9.09.

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

     Section 9.14. Trustee's Application For Instructions From The Company. Any
application by the Trustee for written instructions from the Company (other than
with regard to any action proposed to be taken or omitted to be taken by the
Trustee that affects the rights of the holders of the Debentures or holders of
Senior Indebtedness under this Indenture) may, at the option of the Trustee, set
forth in writing any action proposed to be taken or omitted by the Trustee under
this Indenture and the date on and/or after which such action shall be taken or
such omission shall be effective. The Trustee shall not be liable for any action
taken by, or omission of, the Trustee in accordance with a proposal included in
such application on or after the date specified in such application (which date
shall not be less than three (3) Business Days after the date any officer of the
Company actually receives such application, unless any such officer shall have
consented in writing to any earlier date) unless prior to taking any such action
(or the effective date in the case of an omission), the Trustee shall have
received written instructions in response to such application specifying the
action to be taken or omitted, which shall conform to the terms and conditions
set forth in this Indenture.

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<PAGE>

                                   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 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 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

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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 of the Trustee
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 Officers' Certificate listing and identifying all Debentures, if
any, known by the Company to be owned or held by or for the account of any of
the above described Persons, and, subject to Section 9.01, the Trustee shall be
entitled to accept such Officers' Certificate as conclusive evidence of the
facts therein set forth and of the fact that all Debentures not listed therein
are outstanding for the purpose of any such determination.

     Section 10.05. Revocation Of 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.

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                                   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, to be held at such time and at such place as the Trustee shall determine,
at the expense of the Company. 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

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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.

     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 $1,000
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

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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.

     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:

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     (a) make provision with respect to the conversion rights of the holders of
Debentures pursuant to the requirements of Section 16.06 and the repurchase
obligations of the Company pursuant to the requirements of Section 3.05(e);

     (b) subject to Article 4, 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 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
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

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     (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 an 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 Clerk or Assistant Clerk
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, provided that 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 only be amended, modified or waived in accordance with the
provisions of the Registration Rights Agreement.

     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 reduce any amount payable on redemption or repurchase thereof,
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 at the option of a Debentureholder on
a Repurchase Date in a manner adverse to the holders of Debentures, or change
the obligation of the Company to repurchase any Debenture upon the happening of
a Designated Event in a manner adverse to the holders of Debentures, or impair
the right of any Debentureholder to institute suit for the payment thereof, or
make the principal thereof or Interest payable in any coin or currency other
than that

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provided in the Debentures, or impair the right to convert the Debentures into
Common Stock or reduce the number of shares of Common Stock or any other
property receivable by a Debentureholder upon conversion subject to the terms
set forth herein, including Section 16.06, or modify the provisions of this
Indenture with respect to the subordination of Debentures in a manner adverse to
the Debentureholders in any material respect, 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
change any obligation of the Company to maintain an office or agency in the
places and for the purposes set forth in Section 6.01, 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 Clerk or Assistant Clerk
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Debentureholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

     Section 12.03. Effect Of Supplemental Indenture. Any supplemental indenture
executed pursuant to the provisions of this Article 12 shall comply with the
Trust Indenture Act, as then in effect, provided that this Section 12.03 shall
not require such supplemental indenture or the Trustee to be qualified under the
Trust Indenture Act prior to the time such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified
under the Trust Indenture Act, nor shall it constitute any admission or
acknowledgment by any party to such supplemental indenture that any such
qualification is required prior to the time such qualification is in fact
required under the terms of the Trust Indenture Act or the Indenture has been
qualified under the Trust Indenture Act. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 12, this Indenture shall be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitation of rights, obligations,

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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 17.11) 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 Officers' Certificate and an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
hereto complies with the requirements of this Article 12 and is otherwise
authorized or permitted by this Indenture.

                                   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 or
into any other Person or Persons (whether or not affiliated with the Company),
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 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 and substance to the Trustee,
executed and delivered to the Trustee by the Person (if other than the Company

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and other than a Person who is a successor to the Company's obligations
hereunder and under the Debenture by operation of law) 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 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
Keane, 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 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 To Trustee. The Trustee shall
receive an Officers' Certificate and an Opinion of Counsel as conclusive

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<PAGE>

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, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, 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 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, including without limitation sums payable
to the Trustee for its costs and expenses, 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 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), and the Trustee, on written demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel as required by
Section 9.02 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 and the subordination provisions in Article 4, all monies

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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.

     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; Repayment to the Company.
Subject to the requirements of applicable law, any monies deposited with or paid
to the Trustee for payment of the principal of 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 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.

     To the extent that the aggregate amount of cash or money deposited by the
Company with the Trustee pursuant to Section 3.02, Section 3.05(d) or Section
3.09, as the case may be, exceeds the aggregate price of the Debentures or
portions thereof which the Company is obligated to pay to the holders, then,
unless otherwise agreed in writing with the Company, promptly after the Business
Day following the applicable payment date the Trustee shall return any such
excess to the Company together with interest, if any, thereon.

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

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

                                   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 June 15, 2013, 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 $1,000, 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, solely upon the occurrence of one or more events described
in Sections 16.01(b), 16.01(c), 16.01(d), 16.01(e) or 16.01(f) below, by
surrender of the Debenture to be so converted in whole or in part, together with
any required funds, in the manner provided in Section 16.02.

     Whenever the Debentures shall become convertible pursuant to this Section
16.01, the Company or, at the Company's request, the Trustee in the name and at
the expense of the Company, shall notify the holders of the event triggering
such convertibility in the manner provided in Section 17.03, and the Company
shall also publicly announce such information and publish it on the Company's
web site or through such other public medium as it may use at such time. Any
notice so given shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice.

     A Debenture in respect of which a holder is electing to exercise its option
to require the Company to repurchase such holder's Debentures upon a Designated
Event pursuant to Section 3.05, or at the option of the holder pursuant to
Section 3.06, may be converted only if such holder withdraws its election in

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accordance with Section 3.05 or Section 3.06, respectively. A holder of
Debentures is not entitled to any rights of a holder of Common Stock until such
holder has converted its Debentures into Common Stock, and only to the extent
such Debentures are deemed to have been converted into Common Stock under this
Article 16.

     (b) Commencing after September 30, 2003, Debentures may be converted during
any fiscal quarter of the Company (and only during such fiscal quarter), if the
Closing Sale Price exceeds 120% of the Conversion Price in effect for at least
20 Trading Days in the 30 consecutive Trading Day period ending on the last
Trading Day of the immediately preceding fiscal quarter (it being understood for
purposes of this Section 16.01(b) that the Conversion Price in effect at the
close of business on each of the 30 consecutive Trading Days should be used).

     The Trustee (or other conversion agent appointed by the Company) shall, on
behalf of the Company, determine on each Trading Day during the 30 consecutive
Trading Day period specified in this Section 16.01(b) whether the Closing Sale
Price exceeds 120% of the Conversion Price and whether the Debentures shall be
convertible as a result of the occurrence of the event specified in this Section
16.01(b) and, if the Debentures shall be so convertible, the Trustee (or other
conversion agent appointed by the Company) shall promptly deliver to the Company
and the Trustee (if the Trustee is not the conversion agent) written notice
thereof.

     The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee's duties and obligations pursuant to Section 16.01(b) (including without
limitation the calculation or determination of the Conversion Price and the
Closing Sales Price), and the Company agrees, if requested by the Trustee, to
cooperate with, and provide assistance to, the Trustee in carrying out its
duties under this Section 16.01(b); provided that nothing herein shall be
construed to relieve the Trustee of its duties pursuant to this Section
16.01(b).

     (c) Debentures may be converted during the five Business Day period after
any five consecutive Trading Day period (the "Measurement Period") in which the
Trading Price per $1,000 principal amount of the Debentures for each day of such
Measurement Period was less than 98% of the product of the Closing Sale Price
and the then current Conversion Rate; provided that no conversion pursuant to
this Section 16.01(c) may be made after June 15, 2008 if on any Trading Day
during the Measurement Period the Closing Sale Price is more than 100%, but less
than 120% of the Conversion Price on such Trading Day.

     The Company shall determine whether the Debentures may be converted
pursuant to Section 16.01(c) based on Trading Prices provided by the Trustee.

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The Company shall provide the Trustee with the names of three independent
nationally known securities dealers to be used for determining the Trading
Price. The Trustee (or other conversion agent appointed by the Company) shall
have no obligation to determine the Trading Price under this Section 16.01(c)
unless the Company has requested such a determination; and the Company shall
have no obligation to make such request unless a holder of Debentures provides
it with reasonable evidence that the Trading Price per $1,000 principal amount
of Debentures would be less than 98% of the product of the Closing Sale Price
and the then current Conversion Rate. If such evidence is provided, the Company
shall instruct the Trustee (or other conversion agent) to determine the Trading
Price of the Debentures beginning on the next Trading Day and on each successive
Trading Day until the Trading Price per $1,000 principal amount of Debentures is
greater than or equal to 98% of the product of the Closing Sale Price and the
then current Conversion Rate; provided that, except for the determination of the
Trading Prices, the Trustee shall be under no duty or obligation to make the
calculations described in this Section 16.01(c) or to determine whether the
Debentures are convertible pursuant to such section.

     The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of the Company in connection with the
Trustee's duties and obligations pursuant to this Section 16.01(c) (including
without limitation the calculation or determination of the Conversion Rate, the
Closing Sales Price and the Trading Price), and the Company agrees, if requested
by the Trustee, to cooperate with, and provide assistance to, the Trustee in
carrying out its duties under this Section 16.01(c); provided that nothing
herein shall be construed to relieve the Trustee of its duties pursuant to this
Section 16.01(c).

     (d) If any Debentures have been called for redemption pursuant to Section
3.02, such Debentures may be converted, at any time on or after the date the
notice of redemption has been given under Section 3.02 until the close of
business on the Business Day immediately preceding the redemption date.

     (e) If (1) the Company distributes to all holders of its Common Stock
rights or warrants entitling them (for a period expiring within 45 days of the
record date for the determination of the stockholders entitled to receive such
distribution) to subscribe for or purchase shares of Common Stock, at a price
per share less than the average of the Closing Sale Prices for the ten Trading
Days immediately preceding, but not including, the date such distribution is
first publicly announced by the Company, or (2) the Company distributes to all
holders of its Common Stock, assets, debt securities or rights to purchase its
securities, where the Fair Market Value of such distribution per share of Common
Stock exceeds 5% of the Closing Sale Price on the Trading Day immediately
preceding the date such distribution is first publicly announced by the Company,
then, in either case, the Debentures may be converted at any time on and after
the date that

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the Company gives notice to the holders of such distribution, which shall be not
less than 20 days prior to the Ex-Dividend Time for such distribution, until the
earlier of the close of business on the Business Day immediately preceding, the
Ex-Dividend Time or the date the Company publicly announces that such
distribution will not take place; provided that Debentures may not be converted
pursuant to this Section 16.01(e) nor any adjustment to the Conversion Rate will
be made pursuant to the transactions described in this Section 16.01(e) if the
holder of a Debenture, without conversion of the Debenture, would participate,
on the same basis as a holder of Common Stock, in the distribution as if such
holder had converted its Debentures into Common Stock prior to the record date
for such distribution.

     "Ex-Dividend Time" means, with respect to any distribution on shares of
Common Stock, the first date on which the shares of Common Stock trade regular
way on the principal securities market on which the shares of Common Stock are
then traded without the right to receive such distribution.

     (f) If the Company consolidates with or merges with or into another Person
or is a party to a binding share exchange or conveys, transfers, sells, leases
or otherwise disposes of all or substantially all of its properties and assets
in each case pursuant to which the Common Stock is converted into cash,
securities or other property, then the Debentures may be surrendered for
conversion at any time from and after the date fifteen (15) days prior to the
anticipated effective date of the transaction and ending on and including the
date fifteen (15) days after the consummation of the transaction (or, if such
merger, consolidation or share exchange also constitutes a Designated Event,
until the corresponding Designated Event Purchase Date). The Board of Directors
shall determine the anticipated effective date of the transaction, and such
determination shall be conclusive and binding on the holders and shall be
publicly announced by the Company and posted on its web site not later than two
Business Days prior to such 15th day.

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

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     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 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 $1,000 shall
be surrendered for partial conversion, and subject to Section 2.03, the Company
shall execute and the Trustee shall authenticate and deliver to the holder of
the Debenture so surrendered, without 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), 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.

     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 and such Debenture (or portion
thereof) has been called for redemption on a redemption date or tendered for
repurchase

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on a repurchase date which occurs during such period, the Company shall pay
interest on such interest payment date in respect of any such Debenture (or
portion thereof) to the holder of such Debentures registered as such on the
applicable record date. Any Debenture or portion thereof surrendered for
conversion during the period from the close of business on the record date for
any interest payment date to the close of business on the Business Day preceding
the immediately following interest payment date 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 Designated Event that is after a record
date and on or prior to the next interest payment date 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 and unpaid 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.

     Upon the conversion of a Debenture, that portion of the accrued but unpaid
Interest, and accrued Tax Original Issue Discount attributable to the period
from the issue date of the Debenture to the conversion date, with respect to the
converted Debenture shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the holder thereof through delivery
of the Common Stock (together with the cash payment, if any in lieu of
fractional shares) in exchange for the Debenture being converted pursuant to the
provisions hereof; and the fair market value of such shares of Common Stock
(together with any such cash payment in lieu of fractional shares) shall be
treated as issued, to the extent thereof, first in exchange for and in
satisfaction of the Company's obligation to pay the principal amount of the
converted Debenture, the accrued but unpaid Interest, and accrued Tax Original
Issue Discount through the conversion date from the issue date, and the balance,
if any, of such fair market value of such Common Stock (and any such cash
payment) shall be treated as issued in exchange for and in satisfaction of the
right to convert the Debenture being converted pursuant to the provisions
hereof.

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     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 current
market price thereof to the holder of Debentures. The current market price of a
share of Common Stock shall be the Closing Sale Price on the last Trading Day
immediately preceding the day on which the Debentures (or specified portions
thereof) are deemed to have been converted.

     Section 16.04. Conversion Rate. Each $1,000 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:

     (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 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

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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 average of
the Closing Sale Prices of the Common Stock for the 10 Trading Days immediately
preceding the date such distribution is first publicly announced by the Company,
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

          (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 a price equal to the average
     of the Closing Sale Prices of the Common Stock for the 10 Trading Days
     immediately preceding the date such distribution is first publicly
     announced by the Company.

     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 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 a price less than the average of the Closing Sale Prices of the
Common Stock

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for the 10 Trading Days immediately preceding the date such distribution is
first publicly announced by the Company, 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 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 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), 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 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 Record Date for such distribution of the
Securities) 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
Record Date with respect to such distribution by a fraction,

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

          (ii) the denominator of which shall be the Current Market Price on
     such 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 Record Date of the portion of
     the Securities so distributed applicable to one share of Common Stock,

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such adjustment to become effective immediately prior to the opening of business
on the day following such 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 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 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 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 Record Date with respect to such
distribution by a fraction,

          (i) the numerator of which shall be the sum of (A) the average of the
     Closing Sale Prices of the Common Stock for the ten (10) Trading Days
     commencing on and including the fifth Trading Day after the date on which
     "ex-dividend trading" commences for such dividend or distribution on the
     American Stock Exchange or such other national or regional exchange or
     market which such securities are then listed or quoted (the "Ex-Dividend
     Date") plus (B) the fair market value of the securities distributed in
     respect of each share of Common Stock for which this Section 16.05(d)
     applies and shall equal the number of securities distributed in respect of
     each share of Common Stock multiplied by the average of the closing sale
     prices of those securities distributed for the ten (10) Trading Days
     commencing on and including the fifth Trading Day after the Ex-Dividend
     Date; and

          (ii) the denominator of which shall be the average of the Closing Sale
     Prices of the Common Stock for the ten (10) Trading Days commencing on and
     including the fifth Trading Day after the Ex-Dividend Date,

such adjustment to become effective immediately prior to the opening of business
on the day following such 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

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holder would have received had such holder converted each Debenture on the
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 16.05 (and no adjustment to the Conversion Rate under
this Section 16.05 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 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 16.05 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 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.

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     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 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 twelve month period does not exceed the greater of (A) the
annualized amount of dividends per share of Common Stock based on 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) 5% of the average of the Closing Sale
Prices during the ten Trading Days immediately prior to the date of declaration
of such dividend, calculated at the time of the declaration of each distribution
and (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 record date by a fraction,

          (i) the numerator of which shall be the Current Market Price on such
     record date; and

          (ii) the denominator of which shall be the Current Market Price on
     such record date less the amount of cash so distributed (in the case of a
     distribution that is a quarterly dividend including only the amount of cash
     distributed in excess of the threshold set forth above) applicable to one
     share of Common Stock,

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such adjustment to be effective immediately prior to the opening of business on
the day following the 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 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 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 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

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such adjustment to become effective immediately prior to the opening of business
on the 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) 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, "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) "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,

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     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
     American Stock Exchange, New York Stock Exchange or another national
     securities exchange, a day on which the American Stock Exchange, New York
     Stock Exchange or another 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.

     (h) The Company may make such increases in the Conversion Rate, in addition
to those required by Section 16.05(a), (b), (c), (d), (e), or (f) 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.

     (i) 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(i)
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

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or such securities. Interest will not accrue on any cash into which the
Debentures are convertible.

     (j) 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 Officers' 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 Officers' 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.

     (k) In any case in which this Section 16.05 provides that an adjustment
shall become effective immediately after (1) a record date or 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), or (4) the Expiration Time for any tender
or exchange offer pursuant to Section 16.05(f), (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
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(k), 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

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

     (l) 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 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

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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 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 non-

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assessable 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 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 American 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 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 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

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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, any Officers' Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

     Section 16.10. 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 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.

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     Section 16.11. Shareholder Rights Plans. Each share of Common Stock issued
upon conversion of Debentures pursuant to this Article 16 shall be entitled to
receive the appropriate number of rights, if any, and the certificates
representing the Common Stock issued upon such conversion shall bear such
legends, if any, in each case as may be provided by the terms of any shareholder
rights plan adopted by the Company, as the same may be amended from time to
time. If at the time of conversion, however, the rights have separated from the
shares of Common Stock in accordance with the provisions of the applicable
shareholder 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 distributed to all holders of Common Stock shares of the Company's
capital stock, evidences of indebtedness or assets (including securities but
excluding rights or warrants to purchase Common Stock issued to all holders of
Common Stock, Common Stock issued as a dividend or distribution on Common Stock
and cash distributions), subject to readjustment in the event of the expiration,
termination or redemption of the rights.

     Section 16.12. Issuer Determination Final. Any determination that the
Company or Board of Directors of the Company must make pursuant to Section
16.01, Section 16.02, Section 16.03, Section 16.04, Section 16.05 or Section
16.06 shall, absent manifest error, be conclusive.

                                   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.

     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 Keane,
Inc., 100 City Square, Boston, MA 02129, Telecopier No.: 617-241-0546,
Attention:

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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 by being deposited, postage prepaid, by registered
or certified mail in a post office letter box or sent by telecopier transmission
addressed as follows: Wachovia Bank, National Association, 200 Berkeley Street,
17th Floor, Boston, MA 02116, Telecopier No.: 617-210-3775, Attention: Corporate
Trust Department.

     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, without regard to conflicts of laws principles thereof.

     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 Officers' 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; provided, that with respect to matters of fact, an Opinion of Counsel may
rely on an Officer's Certificate or certificate of public officials.

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

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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.

     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)(1), (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. 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 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 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.

                                      100

<PAGE>

     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 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.

                                      101

<PAGE>

     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.

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

            [The remainder of this page is intentionally left blank]

                                      102

<PAGE>

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

                                              KEANE, INC.


                                              By: /s/ John J. Leahy
                                                  ------------------------------
                                                  Name:
                                                  Title:


                                              WACHOVIA BANK, NATIONAL
                                              ASSOCIATION, as Trustee


                                              By: /s/ Timothy A. Donmoyer
                                                  ------------------------------
                                                  Name:  Timothy A. Donmoyer
                                                  Title: Vice President

<PAGE>

                                                                       EXHIBIT A

[Include the following legend 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 the following legend only for Debentures that are Restricted
Securities]

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

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO
THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, IN COMPLIANCE WITH RULE 144A TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED

<PAGE>

INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) 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 (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE
COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES WHERE REGISTRATION OR TRANSFER OF THIS
SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE RESTRICTION TERMINATION
DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.]

[U.S. Tax legend required by Section 6.10 of the Indenture]

[FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, THIS DEBENTURE IS BEING ISSUED WITH TAX ORIGINAL ISSUE
DISCOUNT AND THE ISSUE DATE OF THIS DEBENTURE IS JUNE 18, 2003. IN ADDITION,
THIS DEBENTURE IS SUBJECT TO THE UNITED STATES FEDERAL INCOME TAX REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272,
1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE COMPARABLE YIELD OF THIS
DEBENTURE IS 9.25%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD
TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES).

THE COMPANY AGREES, AND BY ACCEPTING A BENEFICIAL OWNERSHIP INTEREST IN THIS
DEBENTURE EACH HOLDER AND ANY BENEFICIAL OWNER OF THIS DEBENTURE WILL BE DEEMED
TO HAVE AGREED, FOR UNITED STATES FEDERAL INCOME TAX PURPOSES (1) TO TREAT THIS
DEBENTURE AS A DEBT INSTRUMENT THAT IS SUBJECT TO TREAS. REG. SEC. 1.1275-4, OR
ANY SUCCESSOR PROVISION (THE "CONTINGENT PAYMENT REGULATIONS"), (2) TO

                                      A-2

<PAGE>

TREAT THE FAIR MARKET VALUE OF ANY STOCK RECEIVED UPON ANY CONVERSION OF THIS
DEBENTURE AS A CONTINGENT PAYMENT FOR PURPOSES OF THE CONTINGENT PAYMENT
REGULATIONS, AND (3) TO ACCRUE INTEREST WITH RESPECT TO THE DEBENTURE AS TAX
ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES ACCORDING
TO THE "NONCONTINGENT BOND METHOD," SET FORTH IN THE CONTINGENT PAYMENT
REGULATIONS, AND TO BE BOUND BY THE COMPANY'S DETERMINATION OF THE "COMPARABLE
YIELD" AND "PROJECTED PAYMENT SCHEDULE," WITHIN THE MEANING OF THE CONTINGENT
PAYMENT REGULATIONS. THE COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF
THIS DEBENTURE, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL
ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED
PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT THE
FOLLOWING ADDRESS: KEANE, INC., 100 CITY SQUARE, BOSTON, MA 02129, ATTENTION:
TREASURER.]

                                      A-3

<PAGE>

                                  KEANE, INC.

                 2% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2013

                                                                CUSIP: 486665AA0

No.                                                                   $
    --                                                                 ---------

     Keane, Inc., a corporation duly organized and validly existing under the
laws of the State of Massachusetts (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]/1/ [the principal
                                          ---------
sum set forth on Schedule I hereto]/2/ on June 15, 2013 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, semiannually on June 15 and December 15 of each
year, commencing December 15, 2003, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 2%, from the June 15
or December 15, 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 June 18, 2003, until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
if the date hereof is after any June 1 or December 1, as the case may be, and
before the following June 15 or December 15, this Debenture shall bear interest
from such June 15 or December 15; provided that if the Company shall default in
the payment of interest due on such June 15 or December 15, then this Debenture
shall bear interest from the next preceding June 15 or December 15 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 June 18, 2003. Except as otherwise
provided in the Indenture, the Interest payable on the Debenture pursuant to the
Indenture on any June 15 or December 15 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 June 1 or December 1 (whether or not a Business
Day) next preceding such June 15 or December 15, as provided in the Indenture;
provided that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture. Beginning with the six-month interest

----------
     /1/  Include for definitive Debentures.

     /2/  Include for Global Debenture.

                                      A-4

<PAGE>

period beginning June 15, 2008, contingent interest, if any, will accrue for any
six month interest period and be payable to holders of this Debenture on the
applicable June 15 or December 15 to the person in whose name this Debenture is
registered on the corresponding record date. 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 (provided that
the holder of Debentures with an aggregate principal amount in excess of
$2,000,000 shall, at the written election of such holder, be paid by wire
transfer of immediately available funds) 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, and (to the
extent that payment of such interest is enforceable under applicable law)
Interest at the rate of 3% per annum.

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

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

     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-5

<PAGE>

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

                                              KEANE, INC.


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

Dated:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WACHOVIA BANK, NATIONAL
ASSOCIATION, as Trustee


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

                           , or


By:
    -----------------------------
    As Authenticating Agent
    (if different from Trustee)


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

                                      A-6

<PAGE>

                          FORM OF REVERSE OF DEBENTURE

                                   KEANE, INC.

                 2% CONVERTIBLE SUBORDINATED DEBENTURE DUE 2013

     This Debenture is one of a duly authorized issue of Debentures of the
Company, designated as its 2% Convertible Subordinated Debentures Due 2013
(herein called the "Debentures"), limited in aggregate principal amount to
$150,000,000, issued and to be issued under and pursuant to an Indenture dated
as of June 18, 2003 (herein called the "Indenture"), between the Company and
Wachovia Bank, National Association, 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 and accrued and unpaid 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 thereon, or reduce the
principal amount thereof or reduce any amount payable upon redemption or
repurchase thereof, 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 at the
option of a Debentureholder on a Repurchase Date in a manner adverse to the
holders of Debentures, or change the obligation of the Company to repurchase any
Debenture upon the happening of a Designated Event in a manner adverse to the
holders of Debentures, or impair the right of any Debentureholder to institute
suit for the payment thereof, or make the principal thereof or Interest payable
in any coin or currency other than that provided in the Debentures, or impair
the right to convert the Debentures into Common Stock or reduce the number of
shares of Common Stock or any other property receivable by a Debentureholder
upon conversion subject to the terms set forth in the Indenture,

                                      A-7

<PAGE>

including Section 16.06 thereof, or modify the provisions of the Indenture with
respect to the subordination of Debentures in a manner adverse to the
Debentureholders in any material respect, 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 of each Debenture so affected, or
change any obligation of the Company to maintain an office or agency in the
places and for the purposes set forth in Section 6.01 thereof, 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 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 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.

     Subject to the subordination provisions of the Indenture, 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

                                      A-8

<PAGE>

unconditional, to pay the principal of 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.

     The Debentures are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any multiple of $1,000. 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.

     At any time on or after June 15, 2008 and prior to maturity, the Debentures
may be redeemed at the option of the Company, in whole or in part, in multiples
of $1,000 principal amount, upon mailing a notice of such redemption not less
than 30 days but not more than 60 days before the redemption date to the holders
of Debentures at their last registered addresses, all as provided in the
Indenture, at a redemption price equal to 100% of the principal amount of
Debentures being redeemed and accrued and unpaid Interest, to, but excluding,
the redemption date; provided that if the redemption date falls after a record
date and on or prior the corresponding interest payment date, then the Interest
payable on such interest payment date shall be paid to the holders of record of
such Debentures on the applicable record date instead of the holders
surrendering such Debentures for redemption on such date.

     The Company may not give notice of any redemption of the Debentures if a
default in the payment of Interest on the Debentures has occurred and is
continuing.

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

     If a Designated Event occurs at any time prior to maturity of the
Debentures, the Company shall become obligated to purchase, at the option of the
holder, all or any portion of the Debentures held by such holder, on a date
specified by the Company not less than twenty (20) and not more than thirty-five
(35) business days after notice thereof at a repurchase price of 100% of the
principal amount, plus any accrued and unpaid Interest, on such Debenture up to,
but excluding, the Designated Event Repurchase Date; provided that if the
repurchase date falls after a record date and on or prior the corresponding
interest payment date, then the Interest payable on such interest payment date
shall be paid to the holders of record of such Debentures on the applicable
record date

                                      A-9

<PAGE>

instead of the holders surrendering such Debentures for repurchase on such date.
The Debentures will be subject to repurchase in multiples of $1,000 principal
amount. The Company shall mail to all holders of record of the Debentures a
notice of the occurrence of a Designated Event and of the repurchase right
arising as a result thereof on or before the 15th day after the occurrence of
such Designated Event. To exercise such right, a holder shall deliver to the
Company such Debenture with the form entitled "Designated Event Repurchase
Notice" on the reverse thereof duly completed, together with the Debenture, duly
endorsed for transfer, at any time prior to the close of business on the
Designated Event Repurchase Date, and shall deliver the Debentures to the
Trustee (or other paying agent appointed by the Company) as set forth in the
Indenture.

     Subject to the terms and conditions of the Indenture, the Company shall
become obligated to purchase, at the option of the holder, all or any portion of
the Debentures held by such holder on June 15, 2008 in multiples of $1,000
principal amount at a repurchase price of 100% of the principal amount, plus any
accrued and unpaid Interest, on such Debenture up to June 15, 2008. To exercise
such right, a holder shall deliver to the Company such Debenture with the form
entitled "Repurchase Notice" on the reverse thereof duly completed, together
with the Debenture, duly endorsed for transfer, at any time from the opening of
business on the date that is 20 Business Days prior to June 15, 2008 until the
close of business on June 15, 2008, and shall deliver the Debentures to the
Trustee (or other paying agent appointed by the Company) as set forth in the
Indenture.

     Holders have the right to withdraw any Designated Event Repurchase Notice
or the Repurchase Notice, as the case may be, 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 Designated Event Repurchase Date or the
Repurchase Date, as the case may be, all as provided in the Indenture.

     If money or cash, sufficient to pay the repurchase price of all Debentures
or portions thereof to be purchased as of the Designated Event Repurchase Date
or the Repurchase Date, as the case may be, is deposited with the Trustee (or
other paying agent appointed by the Company), on the Business Day following the
Designated Event Repurchase Date or the Repurchase Date, as the case may be,
interest will cease to accrue on such Debentures (or portions thereof)
immediately after such 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.

     Subject to the occurrence of certain events and 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 convert each $1,000 principal
amount of the Debentures into 54.4989 shares of the Company's Common Stock (a
conversion price of approximately $18.349 per share), as such shares shall be

                                      A-10

<PAGE>

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 thereof 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. The Company will notify the
holder thereof of any event triggering the right to convert the Debentures as
specified above 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 Business Day preceding the immediately 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 Designated Event
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 for conversion.

     A Debenture in respect of which a holder is exercising its right to require
repurchase upon a Designated Event or repurchase on a Repurchase Date may be
converted only if such holder withdraws its election to exercise either such
right in accordance with the terms of the Indenture.

     Any Debentures called for redemption, unless surrendered for conversion by
the holders thereof on or before the close of business on the Business Day
preceding the 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

                                      A-11

<PAGE>

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 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.

     The Company agrees, and by accepting a beneficial ownership interest in
this Debenture, each holder and any beneficial owner of this Debenture will be
deemed to have agreed, for United States federal income tax purposes (1) to
treat this Debenture as a debt instrument that is subject to Treas. Reg. Sec.
1.1275-4 , or any successor provision (the "Contingent Payment Regulations"),
(2) to treat the fair market value of any stock received upon any conversion of
this Debenture as a contingent payment for purposes of the Contingent Payment
Regulations, and (3) to accrue interest with respect to the Debenture as Tax
Original Issue Discount

                                      A-12

<PAGE>

for United States federal income tax purposes according to the "noncontingent
bond method," set forth in the Contingent Payment Regulations, and to be bound
by the company's determination of the "comparable yield" and "projected payment
schedule," within the meaning of the Contingent Payment Regulations. The Company
agrees to provide promptly to the holder of this Debenture, upon written
request, the issue price, amount of tax original issue discount, issue date,
yield to maturity, comparable yield and projected payment schedule. Any such
written request should be sent to the Company at the following address: Keane,
Inc., 100 City Square, Boston, MA 02129, Attention: Treasurer.

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

                                      A-13

<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.

<TABLE>
<S>         <C>                                           <C>
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 survivorship   under Uniform Gifts to Minors Act
            and not as tenants in common
                                                          ---------------------------------
                                                                       (State)
</TABLE>

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

<PAGE>

                                CONVERSION NOTICE

TO: KEANE, INC.
    WACHOVIA BANK, NATIONAL ASSOCIATION

     The undersigned registered owner of this Debenture hereby irrevocably
exercises the option to convert this Debenture, or the portion thereof (which is
$1,000 or a multiple thereof) below designated, into shares of Common Stock of
Keane, 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>

                       DESIGNATED EVENT REPURCHASE NOTICE

TO: KEANE, INC.
    WACHOVIA BANK, NATIONAL ASSOCIATION

The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Keane, Inc. (the "Company") regarding the
right of holders to elect to require the Company to repurchase the Debentures
upon the occurrence of a Designated Event with respect to the Company and
requests and instructs the Company to repurchase this Debenture, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms and conditions of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued and
unpaid Interest to, by excluding, the Designated Event 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.

     Debenture Certificate Number (if applicable):

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

     Social Security or Other Taxpayer Identification Number:

<PAGE>

                               REPURCHASE NOTICE

TO:  KEANE, INC.
     WACHOVIA BANK, NATIONAL ASSOCIATION

The undersigned registered owner of this Debenture hereby irrevocably
acknowledges receipt of a notice from Keane, Inc. (the "Company") regarding the
right of holders to elect to require the Company to repurchase the Debentures
and requests and instructs the Company to repurchase this Debenture, or the
portion thereof (which is $1,000 or a multiple thereof) below designated, in
accordance with the terms and conditions of the Indenture at the price of 100%
of such entire principal amount or portion thereof, together with accrued and
unpaid Interest to, by 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.

     Debenture Certificate Number (if applicable):

     Principal amount to be repurchased (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 Keane, 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 Keane, 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, all in
                                             accordance with the Securities
                                             Exchange Act of 1934, as amended.


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

NOTICE: The signature on the Conversion Notice, the Designated Event
Repurchase Notice, the Repurchase Notice 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

                                   KEANE, INC.
                 2% Convertible Subordinated Debenture Due 2013

No.
    -------

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                                                            Authorized Signature
                           Notation Explaining Principal        of Trustee or
Date   Principal Amount          Amount Recorded                 Custodian
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