<PAGE>

                                                                     EXHIBIT 4.2
                            LUCENT TECHNOLOGIES INC.

                                       AND

                              THE BANK OF NEW YORK,

                                   as Trustee

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

                          First Supplemental Indenture

                                  June 4, 2003

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

             2 3/4% Series A Convertible Senior Debentures due 2023

             2 3/4% Series B Convertible Senior Debentures due 2025
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                               TABLE OF CONTENTS(1)




<TABLE>
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                                                                                                          Page
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                                                ARTICLE 1

Section 1.01  Establishment............................................................................     1
Section 1.02  Definitions..............................................................................     2
Section 1.03  Payment of Principal and Interest........................................................     7
Section 1.04  Denominations............................................................................     8
Section 1.05  Global Securities........................................................................     8
Section 1.06  Redemption...............................................................................    10
Section 1.07  Purchase at the Option of the Holder Upon a Fundamental Change...........................    11
Section 1.08  Purchase of Debentures at the Option of the Holder.......................................    12
Section 1.09  Further Conditions and Procedures for Purchase Upon a Fundamental Change and
              Purchase at the Option of the Holder.....................................................    16
Section 1.10  Conversion of Debentures.................................................................    21
Section 1.11  Taxes on Shares Issued...................................................................    32
Section 1.12  Reservation of Shares; Shares to Be Fully Paid; Compliance with Governmental
              Requirements; Listing of Common Stock....................................................    32
Section 1.13  Responsibility of Trustee................................................................    33
Section 1.14  Notice to Holders Prior to Certain Actions...............................................    33
Section 1.15  Merger, Consolidation or Sale of Assets..................................................    34
Section 1.16  Events of Default........................................................................    35
Section 1.17  Amendments; Waiver.......................................................................    36
Section 1.18  Register of Securities; Paying Agent; Conversion Agent...................................    37
Section 1.19  Calculations in Respect of the Debentures................................................    37
Section 1.20  Limitation on Liens......................................................................    37

                                                ARTICLE 2
                                         Miscellaneous Provisions

Section 2.01  Recitals by the Company..................................................................    38
Section 2.02  Ratification and Incorporation of Original Indenture.....................................    38
Section 2.03  Executed in Counterparts.................................................................    38
Section 2.04  Governing Law............................................................................    38

Exhibit A-1   Form of 2 3/4% Series A Convertible Senior Debenture
Exhibit A-2   Form of 2 3/4% Series B Convertible Senior Debenture

Exhibit B     Certificate of Authentication of 2 3/4% Series A Convertible Senior Debenture and
              2 3/4% Series B Convertible Senior Debenture
</TABLE>


--------
(1)      This Table of Contents does not constitute part of the Indenture or
         have any bearing upon the interpretation of any of its terms and
         provisions.
<PAGE>
      THIS FIRST SUPPLEMENTAL INDENTURE is made as of the 4th day of June 2003,
by and between LUCENT TECHNOLOGIES INC., a Delaware corporation (the "Company"),
and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein
called the "Trustee").

                              W I T N E S S E T H:

      WHEREAS, the Company has heretofore entered into an Indenture, dated as of
June 4, 2003 (the "Original Indenture"), with The Bank of New York, as Trustee;

      WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as may be amended and supplemented to the date
hereof, including by this First Supplemental Indenture, is herein called the
"Indenture";

      WHEREAS, under the Indenture, new series of Securities may at any time be
established in accordance with the provisions of the Indenture and the terms of
any such series may be described by a supplemental indenture executed by the
Company and the Trustee;

      WHEREAS, the Company hereby proposes to create under the Indenture two
series of Securities;

      WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Indenture as at the time supplemented and
modified, may be issued from time to time pursuant to the Indenture as at the
time supplemented and modified; and

      WHEREAS, all conditions necessary to authorize the execution and delivery
of this First Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.

      NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE 1


      Section 1.01 Establishment. Pursuant to Sections 2.01 and 2.02 of the
Original Indenture, there is hereby established a new series of Securities to be
issued under the Indenture, to be designated as the Company's 2 3/4% Series A
Convertible Senior Debentures due 2023 (the "Series A Debentures") and a new
series of Securities to be issued under the Indenture, to be designated as the
Company's 2 3/4% Series B Convertible Senior Debentures due 2025 (the "Series B
Debentures," and together with the Series A Debentures, the "Debentures").

      The Trustee shall authenticate and deliver Debentures for original issue
in an aggregate Principal Amount of up to $750,000,000 Series A Debentures
(subject to increase by up to $112,500,000 in the event the Underwriters
exercise the over-allotment option to purchase additional Series A Debentures
granted to them in the Underwriting Agreement) and up to $775,000,000 Series B
Debentures (subject to increase by up to $116,250,000 in the event the
<PAGE>
Underwriters exercise the over-allotment option to purchase additional Series B
Debentures granted to them in the Underwriting Agreement), and no further
Debentures shall be authenticated and delivered except as provided by Section
2.07, 2.08, 2.11 or 3.06 of the Original Indenture, Section 1.09(f) hereof and
Section 1.10(d)(iv) hereof. The Debentures shall be issued in fully registered
form without coupons and only in denominations of $1,000 of Principal Amount and
any integral multiple thereof.

      The Debentures shall be in substantially the form set out in Exhibit A-1
or A-2 hereto, as applicable, which are hereby incorporated in and expressly
made a part of this First Supplemental Indenture. The Debentures shall have the
terms set forth therein and herein and shall be entitled to the benefits of the
other provisions of the Original Indenture as modified by this First
Supplemental Indenture. The form of the Trustee's Certificate of Authentication
for the Debentures shall be in substantially the form set forth in Exhibit B
hereto.

      Each Debenture shall be dated the date of authentication thereof and shall
bear interest from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for.

      Section 1.02 Definitions. The following defined terms used herein shall,
unless the context otherwise requires, have the meanings specified below for
purposes of this First Supplemental Indenture and the Debentures. Capitalized
terms used herein for which no definition is provided herein shall have the
meanings set forth in the Original Indenture.

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

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

      "Company Purchase Notice" has the meaning provided in Section 1.09(a)
hereof.

      "Company Purchase Notice Date" has the meaning provided in Section 1.09(a)
hereof.

      "Conversion Agent" means the Trustee or such other office or agency
designated by the Company where Debentures may be presented for conversion.

      "Conversion Date" has the meaning provided in Section 1.10(d)(i) hereof.

      "Conversion Price" means $1,000 divided by the then applicable Conversion
Rate, initially $3.34 per share of Common Stock, in the case of the Series A
Debentures, and initially $3.12 per share of Common Stock, in the case of the
Series B Debentures.

      "Conversion Rate" has the meaning provided in Section 1.10(b) hereof.

      "Conversion Rate Fundamental Change" has the meaning specified in Section
1.10(f)(v).


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<PAGE>
      "Current Market Price" of the Common Stock means (a) in the case of
Section 1.10(f)(iii), the average of the Sale Prices of the Common Stock for the
five consecutive Trading Days selected by the Board of Directors beginning not
more than 20 Trading Days before, and ending not later than the date immediately
preceding the record date for the event described in Section 1.10(f)(iii), (b)
in the case of Section 1.10(f)(iv), the average of the Sale Prices of the Common
Stock for the first 10 Trading Days from, and including, the first day that the
Common Stock trades ex-distribution and (c) in the case of Section 1.10(f)(vii),
the average of the Sale Prices of Common Stock for the period of five
consecutive Trading Days after the Common Stock trades ex-distribution;
provided, that the Current Market Price of the Common Stock in connection with a
Spin-Off shall mean the average of the Sale Prices of the Common Stock over the
first 10 Trading Days after the effective date of the Spin-Off; provided
further, that if an Initial Public Offering of the securities being distributed
in any Spin-Off is to be effected simultaneously with such Spin-Off, the Current
Market Price of the Common Stock shall mean the Sale Price of the Common Stock
on the Trading Day on which the Initial Public Offering price of such securities
is determined.

      "Debentures" means any of the Company's Series A Debentures and Series B
Debentures, as amended or supplemented from time to time, issued under this
Indenture.

      "Expiration Time" has the meaning provided in Section 1.10(f)(vi) hereof.

      "Fair Market Value" means (i) in the case of a distribution referred to in
the first paragraph of Section 1.10(f)(iv) or a tender or exchange offer
referred to in Section 1.10(f)(vi), the value determined by the Board of
Directors, whose determination in good faith shall be conclusive, (ii) in the
case of securities to be distributed to the holders of the Common Stock in
connection with a Spin-Off that is not effected simultaneously with an Initial
Public Offering of the securities being distributed in the Spin-Off, the average
of the Sale Prices of those securities over the first 10 Trading Days after the
effective date of the Spin-Off and (iii) in the case of securities being
distributed in any Spin-Off that is effected simultaneously with an Initial
Public Offering, the Initial Public Offering price.

      "First Optional Redemption Date" means, with respect to the Series A
Debentures, June 20, 2010, and with respect to the Series B Debentures, June 20,
2013.

      "Fundamental Change" means, with respect to the Company, the occurrence of
any of the following at the time after Original Issue Date:

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


                                       3
<PAGE>
            (b) if the Company consolidates or merges with or into any other
      Person, other than a consolidation or merger under a transaction in which
      the outstanding Voting Stock of the Company remains outstanding or is
      changed into or exchanged for cash, securities or other property with the
      effect that the beneficial owners of the Company's outstanding Voting
      Stock immediately before that transaction, beneficially own, directly or
      indirectly, more than 50% of the Voting Stock, measured by voting power
      rather than number of shares, of the surviving corporation immediately
      following that transaction; or

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

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

      A Fundamental Change will not be deemed to have occurred in respect of any
of the foregoing, however, if either:

            (a) the Sale Price of the Common Stock for any five Trading Days
      within the period of 10 consecutive Trading Days ending immediately after
      the later of the Fundamental Change or the public announcement thereof (in
      the case of a Fundamental Change under paragraph (a) of the definition of
      "Fundamental Change" in this Section 1.01) or the period of 10 consecutive
      Trading Days ending immediately before the Fundamental Change (in the case
      of a Fundamental Change under paragraph (b), (c) or (d) of the definition
      of "Fundamental Change" in this Section 1.01) shall equal or exceed 105%
      of the Conversion Price on the Trading Day immediately after the later of
      the Fundamental Change and the public announcement thereof; or

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

      "Fundamental Change Purchase Date" has the meaning provided in Section
1.07(a) hereof.

      "Fundamental Change Purchase Notice" has the meaning provided in Section
1.07(b)(i) hereof.

      "Fundamental Change Purchase Price" has the meaning provided in Section
1.07(a) hereof.


                                       4
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      "Initial Public Offering" means, in the event of a Spin-Off, the first
time securities of the same class or type as the securities being distributed in
the Spin-Off are bona fide offered to the public for cash.

      "Interest" means an annual rate of 2 3/4% of the principal amount of the
Series A Debentures and 2 3/4% of the principal amount of the Series B
Debentures, in each case, plus defaulted interest, if any.

      "Interest Payment Date" means June 15 and December 15 of each year,
commencing December 15, 2003.

      "Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind.

      "Make Whole Payment" has the meaning provided in Section 1.06(a).

      "Nasdaq" means the National Association of Securities Dealers Automated
Quotation System.

      "Optional Redemption" means a redemption effected pursuant to Section
1.06(b).

      "Optional Redemption Date" has the meaning provided in Section 1.06(b).

      "Original Issue Date" means June 4, 2003.

      "Principal Amount" of a Debenture means the Principal Amount set forth on
the face of the Debenture.

      "Provisional Redemption" has the meaning provided in Section 1.06(a).

      "Provisional Redemption Date" has the meaning provided in Section 1.06(a).

      "Purchase Date" has the meaning provided in Section 1.08(a).

      "Purchase Notice" has the meaning provided in Section 1.08(b)(i).

      "Purchase Price" has the meaning provided in Section 1.08(a).

      "Purchased Shares" has the meaning provided in Section 1.10(f)(vi).

      "Record Date" means, with respect to each Interest Payment Date, the close
of business on the first calendar day of the calendar month of such Interest
Payment Date (whether or not a Business Day).

      "Redemption Date" means, with respect to either series of Debentures, any
Optional Redemption Date or Provisional Redemption Date fixed by the Company, in
each case in accordance with the terms of the Debentures and this Indenture.


                                       5
<PAGE>
      "Redemption Price" means, with respect to any series of Debentures subject
to Provisional Redemption or Optional Redemption, 100% the principal amount of
the Debentures to be redeemed plus accrued and unpaid interest, if any, to but
excluding the applicable Redemption Date (except if such Redemption Date for any
Debentures falls after a Record Date and on or prior to the corresponding
Interest Payment Date, the Redemption Price paid on the applicable Redemption
Date shall equal only 100% of the principal amount of such series of Debentures
subject to such redemption and no payment shall be made for any accrued and
unpaid interest, as provided in Section 1.03(b)).

      "Restricted Subsidiary" means any Subsidiary other than an Unrestricted
Subsidiary.

      "Sale Price" of the Common Stock on any date means the closing sale price
per share (or if no closing sale price is reported, the average of the bid and
asked prices or, if more than one in either case, the average of the average bid
and the average asked prices) on that date as reported in transactions for the
principal U.S. securities exchange on which the Common Stock is traded or, if
the Common Stock is not listed on a U.S. national or regional securities
exchange, as reported by the Nasdaq National Market. If the Common Stock is not
listed for trading on a U.S. national or regional securities exchange and not
reported by the Nasdaq National Market on the relevant date, the "Sale Price"
will be the last quoted bid price for the Common Stock in the over-the-counter
market on the relevant date as reported by the National Quotation Bureau or
similar organization. The Sale Price shall be determined without reference to
after-hours or extended market trading. If the Common Stock is not so quoted,
the "Sale Price" will be the average of the mid-point of the last bid and asked
prices for the Common Stock on the relevant date quoted by each of at least
three nationally recognized independent investment banking firms selected by the
Company for this purpose.

      "Specified Indebtedness" means any indebtedness for borrowed money that
(i) is in the form of, or represented by, bonds or other securities (other than
promissory notes or similar evidence of indebtedness under bank loans or similar
financing agreements) or any guarantee thereof and (ii) is, or may be, quoted,
listed or purchased and sold on any stock exchange, automated securities trading
system or over-the-counter or other securities market (including, without
prejudice to the generality of the foregoing, the market for securities eligible
for resale pursuant to Rule 144A under the Securities Act); provided, that, for
the avoidance of doubt, in no event shall any receivables financing facility or
arrangement pursuant to which any Subsidiary purchases or otherwise acquires
accounts receivable of the Company or any Restricted Subsidiaries and enters
into third party financing thereof be considered Specified Indebtedness.

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

      "Trading Day" means a day during which trading in securities generally
occurs on The New York Stock Exchange or, if the Common Stock is not then listed
on The New York Stock Exchange, on the principal other national or regional
securities exchange on which the Common Stock is then listed or, if the Common
Stock is not then listed on a national or regional securities exchange, on
Nasdaq or, if the Common Stock is not then quoted on Nasdaq, on the principal
other market on which the Common Stock is then traded.


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<PAGE>
      "Trading Price" means, on any date as to a series of Debentures, the
average of the secondary market bid quotations per $1,000 principal amount of
such series of Debentures obtained by the Trustee for $5,000,000 principal
amount of such 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; and provided further that if
the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal
amount of such Debentures from a nationally recognized securities dealer, then
the Trading Price per $1,000 principal amount of such Debentures shall be deemed
to be less than 97% of the product of (a) the then applicable Conversion Rate
for such Debentures and (b) the Sale Price of the Common Stock on such date.

      "Treasury Yield" means, with respect to a series of Debentures, the yield
to maturity at the time of computation of United States Treasury securities with
a constant maturity (as compiled and published in the most recent Federal
Reserve Statistical Release H.15 (519) that has become publicly available at
least two Business Days prior to the Provisional Redemption Date (or, if such
statistical release is no longer published, any publicly available source for
similar market data)) most nearly equal to the then remaining term to the First
Optional Redemption Date for such series of Debentures; provided, however, that
if the then remaining term to such First Optional Redemption Date is not equal
to the constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the then remaining term to such First Optional Redemption
Date is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used.

      "Underwriters" means the underwriters set forth on Schedule I of the
Underwriting Agreement.

      "Underwriting Agreement" means the Underwriting Agreement, dated May 29,
2003, among the Company and J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., as the representatives of the underwriters named therein.

      "Unrestricted Subsidiary" means any Subsidiary 50% or less of the Voting
Stock of which is owned directly by the Company and/or one or more Restricted
Subsidiaries.

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

      Section 1.03 Payment of Principal and Interest. (a) The principal of each
Debenture shall be due at the Stated Maturity of such Debenture (unless earlier
converted, redeemed or purchased by the Company). The unpaid principal amount of
the Series A Debentures shall bear interest at the rate of 2 3/4% per annum and
the unpaid principal amount of the Series B


                                       7
<PAGE>
Debentures shall bear interest at the rate of 2 3/4% per annum, in each case,
until paid or duly provided for, and such interest shall accrue from June 4,
2003 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for. Interest shall be paid semi-annually in arrears on
each Interest Payment Date to the Person or Persons in whose name the Debentures
are registered on the Record Date for such Interest Payment Date.

            (b) Payments of interest on the Debentures shall include interest
      accrued to but excluding the respective Interest Payment Dates, Redemption
      Date, Purchase Date or Fundamental Change Purchase Date, as the case may
      be; provided, however, that in the case of a Redemption Date or a
      Fundamental Change Purchase Date that occurs after the close of business
      on a Record Date and on or prior to the corresponding Interest Payment
      Date, the Company shall pay the full amount of accrued and unpaid interest
      to such Interest Payment Date to the Holder on the corresponding Record
      Date, notwithstanding such Redemption Date or Fundamental Change Purchase
      Date). Payments of interest for the Debentures shall be computed and paid
      on the basis of a 360-day year of twelve 30-day months. In the event that
      any date on which interest or principal is payable on the Debentures is
      not a Business Day, then payment of the interest or principal payable on
      such date shall be made on the next succeeding day that is a Business Day
      (and without any interest or payment in respect of any such delay) with
      the same force and effect as if made on the date the payment was
      originally payable.

            (c) Payment of principal of, premium, if any, and interest on the
      Debentures shall be made in such coin or currency of the United States of
      America as at the time of payment is legal tender for payment of public
      and private debts. Payments of principal of, premium, if any, and interest
      on Debentures represented by a Global Security shall be made by wire
      transfer of immediately available funds to the Holder of such Global
      Security, provided that, in the case of payments of principal and premium,
      if any, such Global Security is first surrendered to the Paying Agent. If
      any of the Debentures are no longer represented by a Global Security, (i)
      payments of principal, premium, if any, and interest due at the Stated
      Maturity or earlier redemption or purchase of such Debentures shall be
      made at the office of the Paying Agent, upon surrender of such Debentures
      to the Paying Agent and (ii) payments of interest shall be made, at the
      option of the Company, subject to such surrender where applicable, (A) by
      check mailed to the address of the Person entitled thereto as such address
      shall appear in the Security Register or (B) by wire transfer at such
      place and to such account at a banking institution in the United States as
      may be designated in writing to the Trustee at least 20 days prior to the
      date for payment by the Person entitled thereto.

      Section 1.04 Denominations. The Debentures shall be issued in
denominations of $1,000 and any integral multiple thereof.

      Section 1.05 Global Securities. (a) The Debentures shall initially be
issued in the form of one or more Global Securities registered in the name of
the Depositary (which initially shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Debentures
represented by such Global Security or Global Securities shall not be
exchangeable for, and shall not otherwise be issuable as, Debentures in
definitive form.


                                       8
<PAGE>
            (b) Solely for purposes of the Debentures, the following shall
      replace Section 2.14(b) of the Original Indenture:

            Notwithstanding any provisions to the contrary contained in Section
      2.07 of the Original Indenture and in addition thereto, a Global Security
      shall be exchangeable for Debentures registered in the names of Persons
      other than the Depositary or its nominee only if (i) the Depositary
      notifies the Company that it is unwilling or unable to continue as a
      Depositary for such Global Security and no successor Depositary shall have
      been appointed by the Company within 90 days of receipt by the Company of
      such notification, or if at any time the Depositary ceases to be a
      clearing agency registered under the Exchange Act at a time when the
      Depositary is required to be so registered to act as such Depositary and
      no successor Depositary shall have been appointed by the Company within 90
      days after it becomes aware of such cessation or (ii) the Company in its
      sole discretion determines that such Global Security shall be so
      exchangeable. Any Global Security that is exchangeable pursuant to the
      preceding sentence shall be exchangeable for Debentures registered in such
      names as the Depositary shall direct. Except as provided in this Section
      1.05(b), a Global Security may not be transferred except as a whole by the
      Depositary with respect to such Global Security to a nominee of such
      Depositary, by a nominee of such Depositary to such Depositary or another
      nominee of such Depositary or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such a successor Depositary.

            (c) Solely for purposes of the Debentures, and in lieu of the Global
      Security Legend set forth in Section 2.14(c) of the Original Indenture,
      any Global Security issued hereunder in respect of the Debentures shall
      bear a legend in substantially the following form:

      THIS SENIOR DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SENIOR DEBENTURE MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SENIOR DEBENTURE REGISTERED, AND NO TRANSFER OF THIS SENIOR DEBENTURE
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.

      UNLESS THIS SENIOR DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
SENIOR DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


                                       9



<PAGE>

      Section 1.06 Redemption. (a) Provisional Redemption. The Series A
Debentures are subject to provisional redemption by the Company, in whole or in
part, at any time after June 20, 2008 and prior to June 20, 2010, and the Series
B Debentures are subject to provisional redemption by the Company, in whole or
in part, at any time after June 20, 2009 and prior to June 20, 2013, in each
case, at the Redemption Price, if the Sale Price of the Common Stock shall have
exceeded 130% of the Conversion Price then in effect with respect to such series
for at least 20 Trading Days in any consecutive 30 Trading Day period ending on
the Trading Day prior to the date of mailing of the notice of redemption
pursuant to Section 3.03 of the Indenture (the "Notice Date"). Any such
redemption is a "Provisional Redemption" and the date fixed for any Provisional
Redemption of either series of Debentures is a "Provisional Redemption Date."

      Upon any such Provisional Redemption, the Company shall pay, to the Holder
tendering Debentures called for redemption, an additional payment (the "Make
Whole Payment") with respect to such Debentures in an amount equal to the
present value of all remaining scheduled interest payments on such Debentures
from the Provisional Redemption Date through and including the First Optional
Redemption Date with respect to such series of Debentures, calculated by the
Company using a discount rate equal to the Treasury Yield.

      The Company shall also pay the Make Whole Payment on any Debentures duly
tendered for conversion pursuant to Section 1.10 that have a Conversion Date
during the period beginning on and including the day after the Notice Date for a
Provisional Redemption of such series of Debentures and ending on and excluding
the corresponding Provisional Redemption Date. With respect to such Debentures
converted during such period, the Make Whole Payment shall be paid to the Holder
who has tendered the Debenture for conversion and shall be equal to the Make
Whole Payment that would have been paid on such Debenture on such Provisional
Redemption Date.

            (b) Optional Redemption. On or after June 20, 2010, with respect to
      the Series A Debentures, and on or after June 20, 2013, with respect to
      the Series B Debentures (each such date, an "Optional Redemption Date"),
      the Company may at its option redeem such series of Debentures, in whole
      or in part, at the Redemption Price.

            (c) The Company shall notify each Holder of such series of a
      redemption pursuant to Section 3.03 of the Original Indenture.

            (d) If any Debentures selected for partial redemption are thereafter
      surrendered for conversion in part before termination of the conversion
      right with respect to the portion of the Debentures so selected, the
      converted portion of such Debentures shall be deemed, solely for purposes
      of determining the aggregate principal amount of Debentures to be redeemed
      by the Company, to be the portion selected for redemption. Debentures that
      have been converted during a selection of Debentures to be redeemed may be
      treated by the Trustee as outstanding for the purpose of such selection.
      Nothing in this Section 1.06(d) shall affect the right of any Holder to
      convert any Debentures before the termination of the conversion right with
      respect thereto.

            (e) In addition to those matters set forth in Section 3.03 of the
      Original Indenture, a notice of redemption sent to the Holders of
      Debentures shall state:



                                       10
<PAGE>
                  (i) the name and address of the Conversion Agent;

                  (ii) the then current Conversion Rate;

                  (iii) that the Debentures called for redemption may be
            converted at any time prior to the close of business on the Business
            Day immediately preceding the Redemption Date; and

                  (iv) that Holders who wish to convert Debentures must comply
            with the procedures in Section 1.10 of this First Supplemental
            Indenture.

            (f) The Debentures shall not have a sinking fund.

      Section 1.07 Purchase at the Option of the Holder Upon a Fundamental
Change. (a) If a Fundamental Change shall occur at any time prior to Stated
Maturity, each Holder shall have the right, at such Holder's option, to require
the Company to purchase any or all of such Holder's Debentures for cash on the
date fixed by the Company in its notice of the Fundamental Change (which date
shall be a Business Day) that shall be not less than 30 nor more than 45
Business Days after the occurrence of such Fundamental Change (subject to
extension to comply with applicable law, as provided in Section 1.09(g)) (the
"Fundamental Change Purchase Date"). The Company shall purchase such Debentures
at a price (the "Fundamental Change Purchase Price") equal to 100% of the
principal amount of the Debentures to be purchased plus any accrued and unpaid
interest on the principal amount to be purchased to but excluding the
Fundamental Change Purchase Date (except as provided in Section 1.03(b)).

      Any purchase by the Company contemplated pursuant to the provisions of
this Section 1.07 shall be consummated by the delivery of the consideration to
be received by the Holder promptly following the later of the Fundamental Change
Purchase Date and the time of the book-entry transfer or delivery of the
Debenture.

            (b) Exercise of Fundamental Change Option. For a Debenture to be so
      purchased at the option of the Holder pursuant to this Section 1.07, the
      Paying Agent must receive:

                  (i) a written notice of purchase (a "Fundamental Change
            Purchase Notice") substantially in the form entitled "Form of
            Fundamental Change Purchase Notice" on the reverse of the Debentures
            duly completed, on or before the close of business on the Business
            Day immediately preceding the Fundamental Change Purchase Date,
            subject to extension to comply with applicable law. The Fundamental
            Change Purchase Notice shall state:

                        (1) if certificated, the certificate numbers of the
                            Debentures that the Holder shall deliver to be
                            purchased;

                        (2) the portion of the principal amount of the
                            Debentures that the Holder shall deliver to be

                                       11
<PAGE>
                            purchased, which portion must be $1,000 or an
                            integral multiple thereof; and

                        (3) that such Debentures shall be purchased by the
                            Company pursuant to the terms and conditions
                            specified in the Debentures and in the Indenture;
                            and

                  (ii) delivery or book-entry transfer of such Debentures prior
            to, on or after the Fundamental Change Purchase Date (together with
            all necessary endorsements) at the offices of the Paying Agent, such
            delivery or transfer being a condition to receipt by the Holder of
            the Fundamental Change Purchase Price therefor; provided, however,
            that such Fundamental Change Purchase Price shall be so paid
            pursuant to this Section 1.07 only if the Debentures so delivered or
            transferred to the Paying Agent shall conform in all respects to the
            description thereof in the related Fundamental Change Purchase
            Notice required by clauses (i)(1) and (i)(2) of this paragraph (b).

      Section 1.08 Purchase of Debentures at the Option of the Holder. (a)
Debentures shall be purchased by the Company, at the option of the Holder
thereof, in the case of Series A Debentures, on June 15, 2010, June 15, 2015 and
June 15, 2020 and, in the case of Series B Debentures, on June 15, 2013 and June
15, 2019 (each such date, a "Purchase Date"), at a price equal to the principal
amount of such Debentures plus accrued and unpaid interest to, but excluding,
the applicable Purchase Date (the "Purchase Price").

            (a) Exercise of Purchase Option. For a Debenture to be so purchased
      at the option of the Holder, the Paying Agent must receive:

                  (i) a written notice of purchase (a "Purchase Notice")
            substantially in the form entitled "Form of Purchase Notice" on the
            reverse of the Debentures duly completed, at any time from the
            opening of business on the date that is 23 Business Days prior to a
            Purchase Date until the close of business on the third Business Day
            prior to such Purchase Date. The Purchase Notice shall state:

                        (1) if certificated, the certificate numbers of the
                            Debentures that the Holder shall deliver to be
                            purchased;

                        (2) the portion of the principal amount of the
                            Debentures that the Holder shall deliver to be
                            purchased, which portion must be $1,000 or an
                            integral multiple thereof;

                        (3) that such Debentures shall be purchased by the
                            Company pursuant to the terms and conditions
                            specified in the Debentures and in the Indenture;
                            and



                                       12
<PAGE>
                        (4) in the event the Company has elected, pursuant to
                            Section 1.08(c), to pay the Purchase Price of the
                            Debentures to be purchased in whole or in part in
                            Common Stock, but such Purchase Price shall
                            ultimately be payable to such Holder entirely in
                            cash because any of the conditions to payment of the
                            Purchase Price or portion of the Purchase Price in
                            Common Stock set forth in Section 1.08(d) is not
                            satisfied prior to the close of business on such
                            Purchase Date, whether such Holder elects (i) to
                            withdraw such Purchase Notice as to some or all of
                            the Debentures to which such Purchase Notice relates
                            (stating the principal amount and certificate
                            numbers, if any, of the Debentures as to which such
                            withdrawal shall relate) or (ii) to receive cash in
                            respect of the entire Purchase Price for all
                            Debentures (or portions thereof) to which such
                            Purchase Notice relates; provided that if a Holder,
                            in such Holder's Purchase Notice and in any written
                            notice of withdrawal delivered by such Holder
                            pursuant to the terms of Section 1.09(c), fails to
                            indicate such Holder's choice with respect to the
                            election set forth in this Section 1.08(a)(i)(4),
                            such Holder shall be deemed to have elected to
                            receive cash in respect of the Purchase Price for
                            all Debentures subject to such Purchase Notice in
                            the circumstances set forth in this Section
                            1.08(a)(i)(4); and

                  (ii) delivery or book-entry transfer of such Debentures to the
            Paying Agent prior to, on or after the Purchase Date (together with
            all necessary endorsements) at the offices of the Paying Agent, such
            delivery or transfer being a condition to receipt by the Holder of
            the Purchase Price therefor; provided, however, that such Purchase
            Price shall be so paid pursuant to this Section 1.08 only if the
            Debentures so delivered or transferred to the Paying Agent shall
            conform in all respects to the description thereof in the related
            Purchase Notice required by clauses (i)(1) and (i)(2) of this
            paragraph (b).

            (c) The Company may elect to pay the Purchase Price of the
      Debentures to be purchased on any Purchase Date pursuant to Section
      1.08(a) in U.S. legal tender ("cash") or Common Stock, or in any
      combination of cash and Common Stock, subject to the conditions set forth
      in this Section 1.08(c) and Section 1.08(d). All Holders whose Debentures
      are purchased on a Purchase Date pursuant to this Section 1.08 shall
      receive the same percentage of cash or Common Stock in payment of the
      Purchase Price for such Debentures, except (i) as provided in Section
      1.08(d) with regard to the payment of cash in lieu of fractional Common
      Stock and (ii) in the event that the Company is unable to

                                       13
<PAGE>
      purchase the Debentures of a Holder or Holders for Common Stock because of
      any failure to satisfy, prior to the close of business on the Purchase
      Date, any condition to the payment of the Purchase Price, in whole or in
      part, in Common Stock, the Company may purchase the Debentures of such
      Holder or Holders for cash. The Company may not change its election with
      respect to the consideration (or components or percentages of components
      thereof) to be paid once the Company has given its Company Purchase Notice
      to Holders, except pursuant to this Section 1.08(c) or pursuant to Section
      1.08(d) in the event of a failure to satisfy, prior to the close of
      business on the Purchase Date, any condition to the payment of the
      Purchase Price, in whole or in part, in Common Stock.

            (d) In each case in which the Company has elected, pursuant to
      Section 1.08(c), to pay all or a portion of the Purchase Price with Common
      Stock, the number of shares of Common Stock that shall be payable shall be
      equal to the quotient obtained by dividing (i) the amount of cash to which
      the Holder would have been entitled had the Company elected to pay all or
      such specified percentage, as the case may be, of the Purchase Price of
      such Debentures in cash by (ii) 95% of the Market Price of a share of
      Common Stock, subject to the next succeeding paragraph.

      In lieu of delivering a fractional share of Common Stock in payment of the
Purchase Price, the Company will pay cash for the current market value of the
fractional share. The current market value of a fraction of a share shall be
determined by multiplying the Market Price by such fraction and rounding the
product to the nearest whole cent. If a Holder elects to have more than one
Debenture purchased, the number of shares of Common Stock shall be based on the
aggregate principal amount of Debentures to be purchased.

      The Company's right to exercise its election to purchase Debentures
through the delivery of Common Stock, as provided in Section 1.08(c), shall be
conditioned upon:

                  (i) the listing of such shares of Common Stock on the
            principal United States securities exchange on which the Common
            Stock is then listed or, if not so listed, on Nasdaq;

                  (ii) the registration of such Common Stock under the Exchange
            Act, if required;

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

                  (iv) the shares of Common Stock deliverable upon such exercise
            being eligible for immediate sale in the public market by
            non-Affiliates of the Company absent registration under the
            Securities Act;

                  (v) the receipt by the Trustee of an Officers' Certificate and
            an Opinion of Counsel each stating that (A) the terms of the
            delivery of the Common Stock are in conformity with this Indenture
            and (B) the shares of Common Stock to be delivered in payment of the
            Purchase Price in respect of Debentures have

                                       14
<PAGE>
            been duly authorized by the Company and, when delivered pursuant to
            the terms of this Indenture in payment of the Purchase Price in
            respect of the Debentures, will be validly issued, fully paid and
            non-assessable and, to such counsel's knowledge, free from
            preemptive rights, and, in the case of such Officers' Certificate,
            stating that the conditions above have been satisfied and, in the
            case of such Opinion of Counsel, stating that the conditions above
            have been satisfied. The Officers' Certificate shall also set forth
            the number of shares of Common Stock to be delivered for each $1,000
            principal amount of Debentures and the daily prices of the Common
            Stock used to calculate the Market Price; and

                  (vi) the information necessary to calculate the Market Price
            being publicly available.

      If the foregoing conditions are not satisfied with respect to a Holder or
Holders prior to the close of business on the Purchase Date and the Company has
elected to purchase the Debentures pursuant to this Section 1.08 through the
delivery of Common Stock, the Company shall pay the entire Purchase Price of the
Debentures of such Holder or Holders in cash, unless such payment in cash is
prohibited by credit agreements or other contractual obligations of the Company.

      The "Market Price" means the average of the Sale Prices of the Common
Stock for the 20 Trading Day period ending on the third Business Day prior to
the applicable Purchase Date (if the third Business Day prior to the applicable
Purchase Date is a Trading Day, or if not, then ending on the last Trading Day
prior to the third Business Day prior to the applicable Purchase Date). The
Market Price shall be appropriately adjusted to take into account the
occurrence, during the period commencing on the first of such Trading Days
during such 20 Trading Day period and ending on such Purchase Date, of any event
described in Section 1.10(f) in accordance with the provisions of Section 1.10.

            (e) Notice of Election. In connection with any purchase of
      Debentures pursuant to this Section 1.08, the Company shall deliver to the
      Trustee, at least one Business Day before each Company Purchase Notice
      Date, an Officers' Certificate specifying:

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

                  (ii) the information required by this Section 1.08(e);

                  (iii) if the Company elects to pay the Purchase Price, or a
            specified percentage thereof, in Common Stock, that the conditions
            to such manner of payment set forth in Section 1.08(d) have been or
            will be complied with; and

                  (iv) whether the Company desires the Trustee to give the
            Company Purchase Notice required by this Section 1.08(e).

      In connection with any purchase of Debentures pursuant to this Section
1.08, the Company shall send, or shall cause the Trustee to send, the Company
Purchase Notice (as described in Section 1.09(a)) to the Holders setting forth
information specified in this Section

                                       15
<PAGE>
1.08(e) indicating whether the Company will pay the Purchase Price in cash or
Common Stock or a combination of cash and Common Stock. If the Company has
elected to pay the Purchase Price in Common Stock or a combination of cash and
Common Stock, the Company Purchase Notice also shall:

                  (v) state that each Holder will receive all or a specified
            percentage of the Purchase Price in Common Stock;

                  (vi) state the method used to calculate the Market Price of
            the Common Stock and the number of shares of Common Stock to be
            delivered in payment for each $1,000 principal amount of Debentures
            and disclose that cash will be paid in lieu of fractional shares;
            and

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

      Section 1.09 Further Conditions and Procedures for Purchase Upon a
Fundamental Change and Purchase at the Option of the Holder.

            (a) Notice of Purchase Date or Fundamental Change. The Company shall
      send notices (each, a "Company Purchase Notice") to the Holders (and to
      beneficial owners as required by applicable law) at their addresses shown
      in the Security Register maintained by the Security Registrar, and shall
      deliver a copy of each such notice to the Trustee and Paying Agent, not
      less than 23 Business Days prior to each Purchase Date, or on or before
      the 10th day after the occurrence of the Fundamental Change, as the case
      may be (each such date of delivery, a "Company Purchase Notice Date"). Any
      such notice delivered to the Trustee and the Paying Agent with respect to
      a Fundamental Change shall be accompanied by an Officers' Certificate
      certifying that a Fundamental Change has occurred and as to the date of
      the occurrence thereof, on which certificate the Trustee and the Paying
      Agent may conclusively rely. Each Company Purchase Notice shall include a
      form of Purchase Notice or Fundamental Change Purchase Notice to be
      completed by a Holder and shall state:

                  (i) the applicable Purchase Price or Fundamental Change
            Purchase Price, excluding accrued and unpaid interest, the
            applicable Conversion Rate at the time of such notice (and any
            applicable adjustments to the Conversion Rate) and, to the extent
            known at the time of such notice, the amount of interest that will
            be payable with respect to the Debentures on the applicable Purchase
            Date or Fundamental Change Purchase Date;

                  (ii) if the notice relates to a Fundamental Change, the events
            causing the Fundamental Change and the date of the Fundamental
            Change;

                  (iii) the Purchase Date or Fundamental Change Purchase Date;



                                       16
<PAGE>
                  (iv) the last date on which a Holder may exercise its purchase
            right;

                  (v) the name and address of the Trustee, Paying Agent and the
            Conversion Agent;

                  (vi) that Debentures must be surrendered to the Paying Agent
            to collect payment of the Purchase Price or Fundamental Change
            Purchase Price;

                  (vii) that Debentures as to which a Purchase Notice or
            Fundamental Change Purchase Notice has been given by the Holder to
            the Company may be converted only if the applicable Purchase Notice
            or Fundamental Change Purchase Notice has been withdrawn by the
            Holder in accordance with the terms of this First Supplemental
            Indenture; provided that the Debentures are otherwise convertible in
            accordance with Section 1.10(a);

                  (viii) that the Purchase Price or Fundamental Change Purchase
            Price for any Debentures as to which a Purchase Notice or a
            Fundamental Change Purchase Notice, as applicable, has been given
            and not withdrawn shall be paid by the Paying Agent promptly
            following the later of the Purchase Date or Fundamental Change
            Purchase Date, as applicable, or the time of book-entry transfer or
            delivery of such Debentures;

                  (ix) the procedures the Holder must follow under Section 1.07
            or 1.08, as applicable, and Section 1.09;

                  (x) briefly, the conversion rights of the Debentures and
            whether, at the time of such notice, the Debentures are eligible for
            conversion;

                  (xi) that, unless the Company defaults in making payment of
            such Purchase Price or Fundamental Change Purchase Price on
            Debentures covered by any Purchase Notice or Fundamental Change
            Purchase Notice, as applicable, interest will cease to accrue on and
            after the Purchase Date or Fundamental Change Purchase Date, as
            applicable (except as provided in Section 1.03(b));

                  (xii) the CUSIP and, if applicable, the ISIN number of the
            Debentures; and

                  (xiii) the procedures for withdrawing a Purchase Notice or
            Fundamental Change Purchase Notice.

      Simultaneously with providing such Company Purchase Notice, the Company
will publish a notice containing the information in such Company Purchase Notice
in a newspaper of general circulation in The City of New York or publish such
information on its then existing web site or through such other public medium as
it may use at the time.

      At the Company's request, made at least five Business Days prior to the
date upon which such notice is to be mailed, and at the Company's expense, the
Paying Agent shall give the

                                       17
<PAGE>
Company Purchase Notice in the Company's name; provided, however, that, in all
cases, the text of the Company Purchase Notice shall be prepared by the Company.

            (b) Effect of Purchase Notice or Fundamental Change Purchase Notice.
      Upon receipt by the Paying Agent on behalf of the Company from the Holder
      of the Fundamental Change Purchase Notice or the Purchase Notice specified
      in Section 1.07(b)(i) or Section 1.08(b)(i), as applicable, the Holder of
      the Debentures in respect of which such Fundamental Change Purchase Notice
      or the Purchase Notice, as the case may be, was given shall (unless such
      Fundamental Change Purchase Notice or the Purchase Notice is withdrawn as
      specified in the following two paragraphs) thereafter be entitled to
      receive solely the Fundamental Change Purchase Price or the Purchase Price
      with respect to such Debentures. Such Fundamental Change Purchase Price or
      Purchase Price shall be paid by the Paying Agent to such Holder promptly
      following the later of (x) the Fundamental Change Purchase Date or the
      Purchase Date, as the case may be, with respect to such Debentures
      (provided the conditions in Section 1.07(b) or Section 1.08(b), as
      applicable, have been satisfied) and (y) the time of delivery or
      book-entry transfer of such Debentures to the Paying Agent by the Holder
      thereof in the manner required by Section 1.07(b)(ii) or Section
      1.08(b)(ii), as applicable. Debentures in respect of which a Fundamental
      Change Purchase Notice or Purchase Notice, as the case may be, has been
      given by the Holder thereof may not be converted for shares of Common
      Stock on or after the date of the delivery of such Fundamental Change
      Purchase Notice or Purchase Notice, as the case may be, unless such
      Fundamental Change Purchase Notice or Purchase Notice, as the case may be,
      has first been validly withdrawn or deemed to have been validly withdrawn
      as specified in Section 1.09(c) or (e); provided that the Debentures are
      otherwise convertible in accordance with Section 1.10(a).

      On or before 10:00 a.m. (New York City time) on the Fundamental Change
Purchase Date or the Purchase Date, as the case may be, the Company shall
deposit with the Paying Agent (or if the Company or an Affiliate of the Company
is acting as the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the aggregate Fundamental Change Purchase Price or the
aggregate Purchase Price, as the case may be, of the Debentures to be purchased
pursuant to Section 1.07 or Section 1.08, as applicable. Payment by the Paying
Agent of such Fundamental Change Purchase Price or Purchase Price for such
Debentures shall be made promptly following the later of the Fundamental Change
Purchase Date or the Purchase Date, as the case may be, or the time of
book-entry transfer or delivery of such Debentures. If the Paying Agent holds,
in accordance with the terms of the Indenture, money or securities sufficient to
pay the Fundamental Change Purchase Price or Purchase Price, as the case may be,
of such Debentures on the Business Day following the Fundamental Change Purchase
Date or the Purchase Date, as the case may be, then, on and after such date,
such Debentures shall cease to be outstanding and interest on such Debentures
shall cease to accrue, whether or not book-entry transfer of such Debentures is
made or such Debentures are delivered to the Paying Agent, and all other rights
of the Holder shall terminate (other than the right to receive the Fundamental
Change Purchase Price or the Purchase Price, as the case may be, upon delivery
or transfer of the Debentures). Nothing herein shall preclude the Company
withholding any tax required by law.

      The Company shall require each Paying Agent (other than the Trustee) to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held

                                       18
<PAGE>
by the Paying Agent for the payment of the Fundamental Change Purchase Price or
the Purchase Price, as the case may be, and shall notify the Trustee of any
default by the Company in making any such payment. If the Company or an
Affiliate of the Company acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to deliver all money held by it pursuant to this
Section 1.09 to the Trustee and to account for any funds disbursed by the Paying
Agent. Upon doing so, the Paying Agent shall have no further liability for the
money delivered to the Trustee.

      All questions as to the validity, eligibility (including time of receipt)
and acceptance of any Debentures for purchase shall be determined by the
Company, whose determination shall be final and binding, absent manifest error.

            (c) Withdrawal of a Purchase Notice or Fundamental Change Purchase
      Notice. A Purchase Notice or Fundamental Change Purchase Notice, as the
      case may be, may be withdrawn, in whole or in part, by means of a written
      notice of withdrawal delivered to the office of the Paying Agent at any
      time prior to 5:00 p.m. New York City time on the third Business Day prior
      to the Purchase Date or the Fundamental Change Purchase Date, as the case
      may be, to which it relates, specifying:

                  (i) if certificated, the certificate number of the Debentures
            in respect of which such notice of withdrawal is being submitted;

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

                  (iii) the principal amount, if any, of such Debentures which
            remains subject to the Purchase Notice or Fundamental Change
            Purchase Notice, as the case may be, and which has been or shall be
            transferred or delivered for purchase by the Company.

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

            (d) Notwithstanding the requirements of Sections 1.07 or 1.08 and
      this Section 1.09, if the Debentures are represented by Global Securities
      in book-entry form the appropriate procedures of the Depositary must be
      complied with for any purchase upon a Fundamental Change or Purchase
      Option.

            (e) Effect of Event of Default. There shall be no purchase of any
      Debentures pursuant to Section 1.07 or Section 1.08 if an Event of Default
      has occurred and is continuing (other than an Event of Default that is
      cured by the payment of the Purchase Price or Fundamental Change Purchase
      Price, as the case may be). The Paying Agent shall promptly return to the
      respective Holders thereof any Debentures (x) with respect to which a
      Purchase Notice or Fundamental Change Purchase Notice, as the case may be,
      has been withdrawn in compliance with this First Supplemental Indenture,
      or (y) held by it during the continuance of an Event of Default in respect
      of which a Responsible Officer of the Trustee has received notice (other
      than a default that is cured by the

                                       19
<PAGE>
      payment of the Purchase Price or Fundamental Change Purchase Price, as the
      case may be) in which case, upon such return, the Purchase Notice or
      Fundamental Change Purchase Notice with respect thereto shall be deemed to
      have been withdrawn.

            (f) Debentures Purchased in Part. Any Debentures that are to be
      purchased only in part shall be surrendered at the office of the Paying
      Agent (with, if the Company or the Trustee so requires, due endorsement
      by, or a written instrument of transfer in form satisfactory to the
      Company and the Trustee duly executed by, the Holder thereof or such
      Holder's attorney duly authorized in writing) and the Company shall
      execute and the Trustee or the Authenticating Agent, if any, shall
      authenticate and deliver to the Holder of such Debentures, without service
      charge, a new Debenture or Debentures, of any authorized denomination as
      requested by such Holder in aggregate principal amount equal to, and in
      exchange for, the portion of the principal amount of the Debentures so
      surrendered which is not purchased.

            (g) Covenant to Comply with Securities Laws Upon Purchase of
      Debentures. In connection with any offer to purchase Debentures under
      Sections 1.07 or 1.08 hereof, the Company shall, to the extent applicable,
      (i) comply with Rules 13e-4 and 14e-1 (and any successor provisions
      thereto) under the Exchange Act, if applicable, (ii) file the related
      Schedule TO (or any successor schedule, form or report) under the Exchange
      Act, if applicable and (iii) otherwise comply with all applicable federal
      and state securities laws so as to permit the rights and obligations under
      Sections 1.07, 1.08 or this Section 1.09 to be exercised in the manner
      specified in Sections 1.07, 1.08 or this Section 1.09; provided, however,
      that the Company shall not take any action in violation of any applicable
      federal or state securities laws.

            (h) Repayment to the Company. Upon request of the Company, the
      Trustee and the Paying Agent shall return to the Company any cash or
      property that remains unclaimed as provided in Section 8.06 of the
      Original Indenture, together with any unclaimed interest, held by them for
      the payment of a Purchase Price or Fundamental Change Purchase Price, as
      the case may be; provided, however, that to the extent that the aggregate
      amount of cash deposited by the Company pursuant to Section 1.09(b), as
      applicable, exceeds the aggregate Purchase Price or Fundamental Change
      Purchase Price, as the case may be, of the Debentures or portions thereof
      which the Company is obligated to purchase as of the Purchase Date or
      Fundamental Change Purchase Date, as the case may be, then promptly on and
      after the Business Day following the Purchase Date or Fundamental Change
      Purchase Date, as the case may be, upon request of the Company, the
      Trustee or the Paying Agent, as the case may be, shall return any such
      excess to the Company together with any excess interest held by them for
      payment to Holders.

            (i) In any case where a Purchase Date or a Fundamental Change
      Purchase Date shall not be a Business Day at any Place of Payment, then
      (notwithstanding any other provision of the Indenture or the Debentures)
      payment of interest and the Purchase Price or the Fundamental Change
      Purchase Price, as the case may be, need not be made at such Place of
      Payment on such date (provided that all other conditions therefor have
      been complied with), but may be made on the next succeeding Business Day
      at such Place of Payment (provided that such conditions have been complied
      with) with the same force

                                       20
<PAGE>
      and effect as if made on the Purchase Date or the Fundamental Change
      Purchase Date, as the case may be (and without any interest or payment in
      respect of any such delay).

      Section 1.10 Conversion of Debentures. (a) Right to Convert. Subject to
the procedures set forth in this First Supplemental Indenture, a Holder of a
Debenture may convert such Debenture into Common Stock on or before the close of
business on the Business Day immediately prior to the Stated Maturity of such
Debenture and upon satisfaction of at least one of the conditions set forth
below and during the period provided therein:

                  (i) in any calendar quarter after the quarter ended September
            30, 2003 (and only during such calendar quarter) if the Sale Price
            for the Common Stock for at least 20 Trading Days during the period
            of 30 consecutive Trading Days ending on the last Trading Day of the
            previous calendar quarter equals or exceeds 120% of the Conversion
            Price on such last Trading Day of the series of Debentures to be
            converted;

                  (ii) during the five Business Day period immediately following
            any five consecutive Trading Day period in which the Trading Price
            per $1,000 principal amount of the series of Debentures to be
            converted for each day of such five Trading Day period was less than
            97% of the product of the Sale Price of the Common Stock and the
            then applicable Conversion Rate for such series of Debentures;
            provided that if on the date of any conversion pursuant to this
            clause (ii) on or after June 15, 2020, in the case of the Series A
            Debentures, or June 15, 2022, in the case of the Series B
            Debentures, the Sale Price of the Common Stock is greater than the
            then applicable Conversion Price, a Holder shall receive upon
            conversion, in lieu of Common Stock based on the Conversion Rate,
            cash or Common Stock or a combination of cash and Common Stock, at
            the Company's option, with a value equal to the principal amount of
            the Holder's Debentures, plus accrued and unpaid interest as of the
            Conversion Date (a "Principal Value Conversion"). In the event of a
            Principal Value Conversion, the Holder will be given notice by the
            second Trading Day following the Conversion Date whether the Company
            will pay to the Holder the principal amount plus accrued and unpaid
            interest, if any, in cash, Common Stock or a combination of cash and
            Common Stock, and in what percentage. Any Common Stock delivered
            upon a Principal Value Conversion will be valued at the greater of
            the then applicable Conversion Price on the Conversion Date and the
            Sale Price on the third Trading Day after the Conversion Date. With
            respect to any portion of the principal amount plus accrued and
            unpaid interest, if any, to be paid in cash, the Company will pay
            cash to the Holder on the third Trading Day after the Conversion
            Date. With respect to any portion of the principal amount plus
            accrued and unpaid interest, if any, to be paid in Common Stock, the
            Company will deliver the Common Stock to such Holder on the fifth
            Trading Day following the Conversion Date;

                  (iii) in the event that the Company calls any Debentures of
            such series for redemption, at any time prior to the close of
            business on the Business Day immediately preceding the Redemption
            Date;


                                       21
<PAGE>

                  (iv) (1) if the Company elects to (A) distribute to all
            holders of Common Stock rights entitling them to purchase, for a
            period expiring within 45 days after the date of such distribution,
            shares of Common Stock at less than the Sale Price of the Common
            Stock on the Trading Day immediately preceding the declaration date
            of such distribution or (B) distribute to all holders of Common
            Stock assets, debt securities or rights to purchase securities of
            the Company, which distribution has a per share value as determined
            by the Board of Directors and set forth in a Board Resolution
            exceeding 15% of the Sale Price of the Common Stock on the Trading
            Day immediately preceding the declaration date for such
            distribution. In the case of the foregoing clauses (A) and (B), the
            Company must notify the Holders of the Debentures at least 20
            Business Days prior to the ex-dividend date for such distribution.
            Once the Company has given such notice, Holders of Debentures may
            surrender Debentures for conversion at any time thereafter until the
            earlier of the close of business on the Business Day immediately
            prior to the ex-dividend date or the Company's announcement that
            such distribution will not take place. Notwithstanding the
            foregoing, a Holder of Debentures may not exercise the foregoing
            right to convert if the Holder may participate in the distribution
            without converting its Debentures; or (2) in the event that the
            Company becomes a party to a consolidation, merger or binding share
            exchange pursuant to which the Common Stock would be converted into
            cash or property (other than securities), Holders of Debentures may
            surrender Debentures for Conversion at any time from and after the
            date that is 15 days prior to the anticipated effective date of the
            transaction until 15 days after the actual effective date of such
            transaction. As used herein, the term "ex-dividend date," when used
            with respect to any issuance or distribution, shall mean the first
            date on which the Common Stock trades regular way on such exchange
            or in such market without the right to receive such issuance or
            distribution.

      The Company shall determine on a daily basis during the time period
specified in Section 1.10(a)(i) whether the Debentures shall be convertible as a
result of the occurrence of an event specified in clause (i) above and, if the
Debentures shall be so convertible, the Company shall promptly deliver to the
Trustee written notice thereof. Whenever the Debentures shall become convertible
pursuant to this Section 1.10, 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
10.02 of the Original Indenture, and the Company shall also publicly announce
such information and publish it on the Company's web site. Any notice so given
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

      The Trustee (or other Conversion Agent appointed by the Company) shall
have no obligation to determine the Trading Price under Section 1.10(a)(ii)
unless the Company has requested such a determination; and the Company shall
have no obligation to make such request unless a Holder provides it with
reasonable evidence that the Trading Price per $1,000 principal amount of such
series of Debentures would be less than 97% of the product of the Sale Price of
the Common Stock and the then applicable Conversion Rate for such Debentures. If
such evidence is provided, the Company shall instruct the Trustee (or other
Conversion Agent) to


                                       22
<PAGE>
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 such Debentures is greater than or equal to 97% of the product of the
Sale Price of the Common Stock and the then applicable Conversion Rate for such
Debentures; provided that the Trustee shall be under no duty or obligation to
make the calculations described in Section 1.10(a)(ii) hereof or to determine
whether the Debentures are convertible pursuant to such section. The Company
shall make the calculations described in Section 1.10(a)(ii), using the Trading
Price provided by the Trustee.

      The Trustee shall be entitled at its sole discretion to consult with the
Company and to request the assistance of and rely upon the Company in connection
with the Trustee's duties and obligations pursuant to Section 1.10(a)(ii) hereof
(including without limitation the calculation or determination of 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 1.10; provided, however, that nothing herein shall be construed to
relieve the Trustee of its duties pursuant to Section 1.10(a)(ii) hereof.

            (b) A Holder of a Debenture may convert such Debenture into Common
      Stock at any time during the periods stated in Section 1.10(a). The number
      of shares of Common Stock deliverable upon conversion of a Debenture per
      $1,000 of principal amount thereof (the "Conversion Rate") shall be that
      set forth in the fourth paragraph on the reverse of such Debenture,
      subject to adjustment as herein set forth.

            (c) A Holder may convert a portion of the Debentures of either
      series only if the principal amount of such portion is $1,000 or an
      integral multiple of $1,000. No payment or adjustment shall be made for
      dividends on the Common Stock except as provided in this First
      Supplemental Indenture. On conversion of Debentures of either series, that
      portion of accrued and unpaid interest on such Debentures attributable to
      the period from the most recent Interest Payment Date (or, if no Interest
      Payment Date has occurred, from the Original Issue Date) through the
      Conversion Date with respect to such converted Debentures shall be deemed
      cancelled, extinguished and forfeited through delivery of the Common Stock
      (together with any cash payment in lieu of fractional shares) in exchange
      for such Debentures 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
      solely in exchange for the principal amount of such Debentures being
      converted pursuant to the provisions hereof. The Company's delivery upon
      conversion of the number of shares of Common Stock into which the
      Debentures surrendered for conversion are convertible (together with cash
      in lieu of fractional shares) shall be deemed to satisfy the Company's
      obligation to pay the principal amount at maturity of the portion of
      Debentures so converted.

            (d) Conversion Procedures. To convert Debentures, the requirements
      set forth in Section 1.10(a) and this Section 1.10(d) must be satisfied.

                  (i) To convert the Debentures, a Holder must (1) complete and
            manually sign the irrevocable conversion notice on the back of the
            Debentures (or complete and manually sign a facsimile of such
            notice) and deliver such notice to the Conversion Agent at the
            office maintained by the Conversion Agent for such


                                       23
<PAGE>
            purpose, (2) with respect to Debentures in certificated form,
            surrender the Debentures to the Conversion Agent or with respect to
            Debentures represented by Global Securities, cause the book-entry
            transfer thereof to the Conversion Agent, (3) furnish appropriate
            endorsements and transfer documents if required by the Conversion
            Agent, the Company or the Trustee and (4) pay any transfer or
            similar tax, if required. The date on which the Holder satisfies all
            such requirements is the conversion date (the "Conversion Date"). As
            soon as practicable, but in no event later than the fifth Business
            Day following the Conversion Date, the Company shall deliver to the
            Holder, through the Conversion Agent, a certificate (or credit the
            book-entry transfer of such shares of Common Stock) for the number
            of full shares of Common Stock issuable upon the conversion and cash
            in lieu of any fractional share determined pursuant to Section
            1.10(e). With respect to any Debentures duly tendered for conversion
            that have a Conversion Date during the period beginning on and
            including the day after the Notice Date for a Provisional Redemption
            and ending on and excluding the corresponding Provisional Redemption
            Date, the Company shall deliver, through the Conversion Agent, to
            the Holder that tendered such Debentures for conversion on such
            Provisional Redemption Date, the Make Whole Payment payable with
            respect to such Debentures called for Provisional Redemption as
            provided in Section 1.06(a).

                  (ii) Holders of Debentures at the close of business on a
            Record Date will receive payment of interest payable on the
            corresponding Interest Payment Date notwithstanding the conversion
            of such Debentures at any time after the close of business on such
            Record Date. Debentures surrendered for conversion during the period
            from the close of business on any Record Date to the opening of
            business on the corresponding Interest Payment Date must be
            accompanied by payment of an amount equal to the interest that the
            Holder is to receive on the Debentures; provided, however, that no
            such payment need be made with respect to Debentures in respect of
            which a Redemption Date or Fundamental Change Purchase Date has been
            set that falls within this period or on such Interest Payment Date
            or to the extent any overdue interest exists at the time of such
            conversion. No payment or adjustment will be made for accrued
            interest on converted Debentures.

                  (iii) The Person in whose name the certificate for such shares
            of Common Stock is registered shall be treated as a stockholder of
            record on and after the Conversion Date; provided, however, that no
            surrender of Debentures on any date when the stock transfer books of
            the Company shall be closed shall be effective to constitute the
            Person or Persons entitled to receive the shares of Common Stock
            upon such conversion as the record holder or holders of such shares
            of Common Stock on such date, but such surrender shall be effective
            to constitute the Person or Persons entitled to receive such shares
            of Common Stock as the record holder or holders thereof for all
            purposes at the close of business on the next succeeding day on
            which such stock transfer books are open; such conversion shall be
            at the Conversion Rate in effect on the date that such


                                       24
<PAGE>
            Debentures shall have been surrendered for conversion, as if the
            stock transfer books of the Company had not been closed. Upon
            conversion of Debentures, such Person shall no longer be a Holder of
            such Debentures.

                  (iv) No payment or adjustment shall be made for dividends on
            or other distributions with respect to any Common Stock except as
            provided in Section 1.10(f) or as otherwise provided in the
            Indenture. If a Holder converts more than one Debenture at the same
            time, the number of shares of Common Stock issuable upon the
            conversion shall be based on the total principal amount of the
            Debentures converted. Upon surrender of a Debenture that is
            converted in part, the Company shall execute, and the Trustee or the
            Authenticating Agent shall authenticate and deliver to the Holder, a
            new Debenture in an authorized denomination equal in principal
            amount to the unconverted portion of the Debenture surrendered. If
            the last day on which Debentures may be converted is not a Business
            Day in a place where a Conversion Agent is located, the Debentures
            may be surrendered to that Conversion Agent on the next succeeding
            day that is a Business Day. A Holder of Debentures is not entitled
            to any rights of a holder of Common Stock until such Holder has
            converted its Debentures to Common Stock, and only to the extent
            such Debentures are deemed to have been converted into Common Stock
            pursuant to this Section 1.10.

            (e) Cash Payments in Lieu of Fractional Shares. The Company shall
      not issue a fractional share of Common Stock upon conversion of
      Debentures. Instead the Company shall deliver cash for the current market
      value of the fractional share. The current market value of a fractional
      share shall be determined to the nearest 1/10,000th of a share by
      multiplying the Sale Price of a full share of Common Stock on the Trading
      Day immediately preceding the Conversion Date by the fractional amount and
      rounding the product to the nearest whole cent.

            (f) Adjustments to Conversion Rate. The Conversion Rate shall be
      adjusted from time to time by the Company as follows:

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


                                       25
<PAGE>
                  (ii) Stock Dividends in Common Stock. In case the Company, at
            any time or from time to time after the date hereof pays a dividend
            or makes a distribution in shares of Common Stock on the Common
            Stock other than dividends or distributions of shares of Common
            Stock or other securities with respect to which adjustments are
            provided in Section 1.10(f)(i) above, and the total number of shares
            constituting such dividend or distribution exceeds 10% of the total
            number of shares of Common Stock outstanding at the close of
            business on the record date fixed for determination of stockholders
            entitled to receive the dividend or distribution, the Conversion
            Rate will be adjusted by dividing (A) the Conversion Rate
            immediately prior to the record date fixed for determination of
            stockholders entitled to receive the dividend or distribution, by
            (B) a fraction, the numerator of which will be the number of shares
            of Common Stock outstanding at the close of business on that record
            date and the denominator of which will be the sum of that number of
            shares and the total number of shares issued in that dividend or
            distribution.

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

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


                                       26
<PAGE>
            any) payable upon conversion of such securities into shares of
            Common Stock. Such adjustment will be made successively whenever any
            such event shall occur.

                  (iv) Distribution of Indebtedness, Securities or Assets. In
            case the Company distributes to all holders of Common Stock (whether
            by dividend or in a merger, amalgamation or consolidation or
            otherwise) evidences of indebtedness, shares of its Capital Stock of
            any class or series, other securities, cash or assets (other than
            Common Stock, rights or warrants referred to in subparagraph (iii)
            above, other than a dividend payable exclusively in cash, shares of
            Capital Stock or similar equity interests in the case of a Spin-Off
            referred to in the succeeding paragraph and other than as a result
            of a Conversion Rate Fundamental Change referred to in paragraph (v)
            below), the Conversion Rate in effect immediately prior to the close
            of business on the record date fixed for determination of
            stockholders entitled to receive that distribution will be increased
            by dividing (A) the Conversion Rate by (B) a fraction, the numerator
            of which is the Current Market Price of the Common Stock and the
            denominator of which is the Current Market Price of the Common Stock
            plus the Fair Market Value of the portion of those evidences of
            indebtedness, shares of the Company's Capital Stock, other
            securities, cash and assets so distributed applicable to one share
            of Common Stock. Such adjustment shall be made successively whenever
            any such event shall occur.

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

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

                  (v) Conversion Rate Fundamental Change. In case any
            transaction or event (including any merger, consolidation,
            combination, recapitalization, sale of assets, tender or exchange
            offer, reclassification, compulsory share exchange or liquidation)
            occurs in which all or substantially all outstanding shares of
            Common Stock are converted into or exchanged or acquired for or
            constitute the right to receive stock, other securities, cash,
            property or assets (each, a "Conversion Rate Fundamental Change"),
            the holder of each Debenture outstanding immediately prior to the
            occurrence of a Conversion Rate Fundamental Change which remains
            outstanding after that Conversion Rate Fundamental Change has the
            right upon any subsequent conversion to receive the kind and amount
            of stock, other securities, cash, property or assets that the Holder
            would have received if that


                                       27
<PAGE>
            Debenture had been converted immediately prior to the Conversion
            Rate Fundamental Change.

            In case of a Conversion Rate Fundamental Change, the Company or the
      successor or purchasing Person, as the case may be, shall execute with the
      Trustee a supplemental indenture (which shall comply with the Trust
      Indenture Act as in force at the date of execution of such supplemental
      indenture) providing that such Debenture shall be convertible into the
      kind and amount of shares of stock, other securities, cash or other
      property or assets receivable upon such Conversion Rate Fundamental Change
      by a holder of a number of shares of Common Stock issuable upon conversion
      of such Debentures (assuming, for such purposes, a sufficient number of
      authorized shares of Common Stock are available to convert all such
      Debentures) immediately prior to such Conversion Rate Fundamental Change
      assuming such holder of Common Stock did not exercise his rights of
      election, if any, as to the kind or amount of stock, other securities,
      cash or other property or assets receivable upon such Conversion Rate
      Fundamental Change (provided that, if the kind or amount of stock, other
      securities, cash or other property or assets receivable upon such
      Conversion Rate Fundamental Change is not the same for each share of
      Common Stock in respect of which such rights of election shall not have
      been exercised ("non-electing share"), then for the purposes of this
      Section 1.10(f)(v) the kind and amount of stock, other securities, cash or
      other property or assets receivable upon such Conversion Rate Fundamental
      Change for each non-electing share shall be deemed to be the kind and
      amount so receivable per share by a plurality of the non-electing shares).
      Such supplemental indenture shall provide for adjustments which shall be
      as nearly equivalent as may be practicable to the adjustments provided for
      in this Section 1.10.

            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 Security Register provided for in Section 2.06 of the
      Original 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 paragraph (v) shall similarly apply to
      successive Conversion Rate Fundamental Changes.

                  (vi) Self-Tender. In case the Company or any of its
            Subsidiaries engages in a tender or exchange offer (other than an
            odd-lot tender offer as described in Rule 13e-4(h) of the Exchange
            Act) for all or any portion of the Common Stock that shall expire,
            and such tender or exchange offer (as amended upon the expiration
            thereof) shall require the payment to stockholders of consideration
            per share of Common Stock having a Fair Market Value that as of the
            last time tenders or exchanges may be made pursuant to such tender
            or exchange offer, as it may be amended (the "Expiration Time"),
            exceeds the Sale Price of the Common Stock as of the Trading Day
            next succeeding the Expiration Time, the Conversion Rate shall be
            increased so that it shall equal the rate determined by dividing the
            Conversion Rate in effect immediately prior to the Expiration Time
            by a fraction, the numerator of which shall be the number of


                                       28
<PAGE>
            shares of Common Stock outstanding (including any tendered or
            exchanged shares) at the Expiration Time multiplied by the Sale
            Price of the Common Stock as of the Trading Day next succeeding the
            Expiration Time and the denominator of which shall be the sum of (x)
            the Fair Market Value of the aggregate consideration payable to
            stockholders based on the acceptance (up to any maximum specified in
            the terms of the tender or exchange offer) of all shares of Common
            Stock validly tendered or exchanged and not withdrawn as of the
            Expiration Time (the shares of Common Stock deemed so accepted, up
            to any such maximum, being referred to as the "Purchased Shares")
            and (y) the product of the number of shares of Common Stock
            outstanding (less any Purchased Shares) at the Expiration Time and
            the Sale Price of the Common Stock as of the Trading Day next
            succeeding the Expiration Time, such increase to become effective as
            of the opening of business on the Trading Day next succeeding the
            Expiration Time. In the event that the Company is obligated to
            purchase shares of Common Stock pursuant to any such tender or
            exchange offer, but the Company is permanently prevented by
            applicable law from effecting any such purchases or all such
            purchases are rescinded, the Conversion 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.

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

            (g) Anything in paragraph (f) to the contrary notwithstanding, the
      Company shall not be required to give effect to any adjustment in the
      Conversion Rate unless and until the net effect of one or more adjustments
      (each of which shall be carried forward until counted toward adjustment),
      determined as above provided, shall have resulted in a change of the
      Conversion Rate by at least l%, and when the cumulative net effect of more
      than one adjustment so determined shall be to change the Conversion Rate
      by at least 1%, such change in the Conversion Rate shall thereupon be
      given effect. In the event that, at any time as a result of the provisions
      of this Section 1.10, the Holders of Debentures upon subsequent conversion
      shall become entitled to receive any shares of the Company's Capital Stock
      other than Common Stock, the number of such other shares so receivable


                                       29
<PAGE>
      upon conversion of Debentures shall thereafter be subject to adjustment
      from time to time in a manner and on terms as nearly equivalent as
      practicable to the provisions contained herein.

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

            (i) In any case in which Section 1.10 requires that an adjustment as
      a result of any event is to become effective from and after a record date,
      the Company may elect to defer until after the occurrence of that event
      (i) issuing to the Holder of any Debentures converted after that record
      date and before the occurrence of that event the additional shares of
      Common Stock issuable upon that conversion over and above the shares
      issuable on the basis of the Conversion Rate in effect immediately prior
      to adjustment and (ii) paying to such Holder any amount by delivering cash
      in lieu of a fractional share of Common Stock.

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

            (k) If the Company takes a record of the holders of its Common Stock
      for the purpose of entitling them to receive a dividend or other
      distribution, and shall thereafter and before the distribution to
      stockholders thereof, legally abandon its plan to pay or deliver the
      dividend or distribution, then no adjustment in the Conversion Rate then
      in effect shall be required by reason of the taking of the record.

            (l) 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 the Business Day
      following the receipt by a Responsible Officer of the Trustee of 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. The
      certificate shall, absent manifest error, be conclusive evidence that the
      adjustment is correct. Neither the Trustee nor any Conversion Agent shall
      be under any duty or responsibility with respect to any such certificate
      except to exhibit the same to any Holder desiring inspection thereof.
      Promptly after delivery of such certificate, the Company shall provide
      notice of such adjustment of the Conversion Rate setting forth the
      adjusted Conversion Rate and the date on which each adjustment becomes
      effective to the Holders of Debentures. Failure to deliver the notice
      shall not affect the legality or validity of any such adjustment. The
      Company shall file with the Trustee and the Conversion Agent such notice.

            (m) For purposes of this Section 1.10, the number of shares of
      Common Stock at any time outstanding shall not include shares held in the
      treasury of the Company. The


                                       30
<PAGE>
      Company will not pay any dividend or make any distribution on shares of
      Common Stock held in the treasury of the Company.

            (n) Notwithstanding the foregoing provisions of this Section 1.10,
      no adjustment shall be made thereunder, nor shall an adjustment be made to
      the ability of a Holder of a Debenture to convert, for any distribution
      described therein if the Holder will otherwise participate in the
      distribution without conversion of such Holder's Debentures.

            (o) The Company has entered into a Rights Agreement dated as of
      April 4, 1996 (the "Rights Agreement") with The Bank of New York, as
      Rights Agent. Under the Rights Agreement, preferred stock purchase rights
      (the "Rights") have been, and may in the future be, issued in respect of
      shares of Common Stock. Holders shall, in respect of each share of Common
      Stock issued upon conversion of any Debenture pursuant to Section 1.10(a),
      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 provided by and subject
      to the terms of the Rights Agreement as in effect at the time of such
      conversion, unless, prior to conversion, such Rights have expired,
      terminated, been redeemed or separated from the Common Stock. If hereafter
      the Rights separate from the Common Stock in accordance with the
      provisions of the Rights Agreement so that a Holder would thereafter not
      be entitled to receive any Rights in respect of the Common Stock issuable
      upon conversion of such Debenture, the Conversion Rate will be adjusted as
      provided in Section 1.10(f)(iv) on the separation date; provided that the
      Conversion Rate shall be subject to readjustment in the event of any
      subsequent expiration, termination or redemption of such Rights. In lieu
      of any such adjustment, the Company may amend the Rights Agreement to
      provide that upon conversion Holders will receive, in addition to the
      Common Stock issuable upon such conversion, the Rights which would have
      attached to such shares of Common Stock if the Rights had not become
      separated from the Common Stock pursuant to the provisions of the Rights
      Agreement.

            (p) Miscellaneous Provisions Relating to Conversion.

                  (i) When No Adjustment Required. No adjustment to the
            Conversion Rate need be made:

                        (1) upon the issuance of any shares of Common Stock
                  pursuant to any present or future plan providing for the
                  reinvestment of dividends or interest payable on securities of
                  the Company and the investment of additional optional amounts
                  in shares of Common Stock under any plan;

                        (2) upon the issuance of any shares of Common Stock or
                  options or rights to purchase those shares pursuant to any
                  present or future employee, director or consultant benefit
                  plan or program of or assumed by the Company or any of its
                  Subsidiaries;

                        (3) upon the issuance of any shares of Common Stock
                  pursuant to any option, warrant, right, or exercisable,
                  exchangeable or convertible


                                       31
<PAGE>
                  security not described in (2) above and outstanding as of the
                  date the Debentures were first issued;

                        (4) for a change in the par value of the Common Stock;
                  or

                        (5) for accrued and unpaid interest.

      To the extent the Debentures become convertible into cash, assets or
      property (other than Capital Stock of the Company or securities to which
      Section 1.10(f)(iv) or (f)(v)applies), no adjustment shall be made
      thereafter as to the cash, assets or property. Interest shall not accrue
      on such cash, assets or property.

                  (ii) Voluntary Increase. The Company may make such increases
            in the Conversion Rate, in addition to those required by Section
            1.10(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 may from time to time increase the
            Conversion Rate by any amount for any period of time if the period
            is at least 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
            so increased, the Company shall mail to Holders and file with the
            Trustee and the Conversion Agent a notice of such increase. The
            notice shall state the increased Conversion Rate and the period it
            shall be in effect. Neither the Trustee nor any Conversion Agent
            shall be under any duty or responsibility with respect to any such
            notice except to exhibit the same to any Holder desiring inspection
            thereof. The Company shall mail the notice at least 15 days before
            the date the increased Conversion Rate takes effect.

                  (iii) Successive Adjustments. After an adjustment to the
            Conversion Rate under Section 1.10(f), any subsequent event
            requiring an adjustment under Section 1.10(f) shall cause an
            adjustment to the Conversion Rate as so adjusted.

      Section 1.11 Taxes on Shares Issued. The issue of stock certificates on
conversions of Debentures shall be made without charge to the converting Holder
for any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the Holder of
any Debenture converted, and the Company shall not be required to issue or
deliver any such stock certificate unless and until the Person or Persons
requesting the issue thereof shall have paid to the Company the amount of such
tax or shall have established to the satisfaction of the Company that such tax
has been paid.

      Section 1.12 Reservation of Shares; Shares to Be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall at
all times reserve and keep available, free from preemptive rights, out of its
authorized but unissued shares or


                                       32
<PAGE>
shares held in treasury, sufficient shares of Common Stock to permit the
conversion of all the outstanding Debentures as such Debentures are presented
for conversion from time to time.Subject to Section 1.11, the Company covenants
that all shares of Common Stock which may be issued upon conversion of
Debentures will upon delivery be fully paid and nonassessable, free from all
taxes, liens and charges and not subject to any preemptive rights.

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

      Section 1.13 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 other
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 Section 1.10. 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
1.10(f)(v) relating either to the kind or amount of shares of stock or
securities or property (including cash) receivable by Holders upon the
conversion of their Debentures after any event referred to in such Section
1.10(f)(v) or to any adjustment to be made with respect thereto, but, subject to
the provisions of Section 7.01 of the Original Indenture, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, the Officers' Certificate (which the Company shall be
obligated to file with the Trustee prior to the execution of any such
supplemental indenture) with respect thereto.

      Section 1.14 Notice to Holders Prior to Certain Actions. In case:

            (a) the Company shall take any action that would require an
      adjustment in the Conversion Rate pursuant to Section 1.10(f); or;


                                       33
<PAGE>
            (b) of the voluntary or involuntary dissolution, liquidation or
      winding up of the Company;

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

      Section 1.15 Merger, Consolidation or Sale of Assets. Solely for purposes
of the Debentures, Section 5.01 of the Original Indenture is amended to read as
follows:

      SECTION 5.01. Merger, Consolidation or Sale of Assets. The Company shall
not consolidate with or merge into or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
transaction or series of transactions, to another Person unless:

      (a) the resulting, surviving or transferee Person (the "Successor
Company") shall be a corporation organized or existing under the laws of the
United States, any state thereof or the District of Columbia;

      (b) the entity or Person formed by or surviving any such consolidation or
merger other than the Company) or the entity or Person to which the sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made assumes all the obligations of the Company under the Debentures and this
Indenture pursuant to a supplemental indenture in a form reasonably satisfactory
to the Trustee;

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

      (d) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger or transfer complies with this Indenture.

The Successor Company shall succeed to, and be substituted for, and may exercise
every right and power of, the Company under this Indenture, and the predecessor
Company, except in the case of a lease, shall be released from the obligation to
pay the principal of and interest on the Debentures.


                                       34
<PAGE>
      Section 1.16 Events of Default. Solely for purposes of the Debentures,
Section 6.01 of the Original Indenture is amended to read as follows:

      SECTION 6.01. Events of Default. Each of the following shall constitute an
Event of Default with respect to a series of Debentures:

      (1) default for 30 days in the payment of interest when due on such series
      of Debentures;

      (2) default in the payment of the principal of, or premium, if any, on
      such series of Debentures, at their Maturity, including pursuant to the
      Company's obligation to repurchase Debentures upon the occurrence of a
      Fundamental Change pursuant to Section 1.07 of the First Supplemental
      Indenture or upon the exercise by a Holder of its option to require the
      Company to repurchase such Holder's Debentures pursuant to Section 1.08 of
      the First Supplemental Indenture;

      (3) the Company fails to comply with the provisions described under
      Article 5 of the Original Indenture, as modified by the First Supplemental
      Indenture;

      (4) the Company fails to comply with Section 4.02, 4.03, 4.04 or 4.05 of
      the Original Indenture or Section 1.20 of the First Supplemental Indenture
      and such failure continues for 30 days after notice (as specified below);

      (5) the Company fails to comply with any of its agreements in the
      Debentures or the Indenture relating to the Debentures (other than those
      referred to in clause (1), (2), (3) or (4) above) and such failure
      continues for 60 days after notice (as specified below);

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

            (A) commences a voluntary case;

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

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

            (D) makes a general assignment for the benefit of its creditors; or
      takes any comparable action under any foreign laws relating to insolvency;
      or

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

            (A) is for relief against the Company in an involuntary case;

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


                                       35
<PAGE>
            (C) orders the winding up or liquidation of the Company; or any
      similar relief is granted under any foreign laws and the order or decree
      remains unstayed and in effect for 60 days;

      (8) the Company fails to give notice to Holders of the Holders' right to
      require the Company to purchase a Holder's Debentures of such series upon
      a Fundamental Change;

      (9) default in the Company's obligation to convert such series of
      Debentures upon exercise of a Holder's conversion right in accordance with
      the terms hereof;

      (10) the Company fails to pay when due principal, interest or premium
      aggregating $100,000,000 or more with respect to any of its indebtedness
      or the acceleration of any such indebtedness, which default shall not be
      cured or waived, or such acceleration shall not be rescinded or annulled,
      within 30 days after notice; or

      (11) any final judgment or judgments for the payment of money in excess of
      $100,000,000 shall be rendered against the Company and shall not be
      discharged for any period of 30 consecutive days during which a stay of
      enforcement shall not be in effect.

      The foregoing will constitute Events of Default whatever the reason for
any such Event of Default and whether it is voluntary or involuntary or is
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.

      The term "Custodian" means, for the purposes of this Article Six, any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

      A Default under clauses (4) or (5) is not an Event of Default with respect
to a series of Debentures until the Trustee or the Holders of at least 25% in
principal amount of the outstanding Debentures of such series notify the Company
of the Default and the Company does not cure such Default within the time
specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a "Notice of Default".

      The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default which with the giving of notice or the lapse of time would
become an Event of Default under clause (4) or (5), its status and what action
the Company is taking or proposes to take with respect thereto.

      Section 1.17 Amendments; Waiver.

            (a) In addition to those matters set forth in Section 9.01 of the
      Original Indenture, with respect to each series of Debentures, the Company
      and the Trustee may amend or enter into a supplemental Indenture without
      the consent of any Holder to eliminate the Company's right pursuant to
      Section 1.08(c) to elect to pay in Common Stock the Purchase Price for any
      Debentures tendered by a Holder pursuant to Section 1.08(a).


                                       36
<PAGE>
            (b) In addition to those matters set forth in Section 9.02 of the
      Original Indenture, with respect to the Debentures, no amendment or
      supplemental indenture shall without the consent of the Holder of each
      Debenture affected thereby:

                  (i) reduce the Redemption Price, Make-Whole Amount, Purchase
            Price or Fundamental Change Purchase Price of the Debentures; or

                  (ii) make any change that impairs or adversely affects the
            Holders' right to convert the Debentures in accordance with their
            terms and this First Supplemental Indenture.

In addition, with respect to the Debentures, to the extent set forth in and
subject to the limitations in Section 6.04 of the Original Indenture, the
Holders of at least a majority in aggregate principal amount of the outstanding
Debentures of a series may waive an existing default with respect to that series
and its consequences other than any Default resulting from a failure to convert
any Debenture of that series in accordance with its terms and the Indenture.

      Section 1.18 Register of Securities; Paying Agent; Conversion Agent.
Initially, the Trustee shall act as Paying Agent, Conversion Agent and Security
Registrar with respect to the Debentures with the "Place of Payment" for the
Debentures initially being the Corporate Trust Office. The Company may appoint
and change any Paying Agent, Conversion Agent, Security Registrar or
co-registrar or approve a change in the office through which any Paying Agent
acts without notice, other than notice to the Trustee. The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Security Registrar or co-registrar.

      Section 1.19 Calculations in Respect of the Debentures. The Company will
be responsible for making all calculations called for hereunder and under the
Debentures. These calculations include, but are not limited to, determination of
the Trading Price, Current Market Price, Fair Market Value, Make Whole Payment,
Market Price, Sale Price, accrued interest payable on the Debentures and the
Conversion Rate of the Debentures. The Company will make these calculations in
good faith and, absent manifest error, these calculations will be final and
binding on the Holders. Promptly after the calculation thereof, the Company will
provide to each of the Trustee and the Conversion Agent an Officers' Certificate
setting forth a schedule of its calculations and each of the Trustee and the
Conversion Agent is entitled to conclusively rely upon the accuracy of such
calculations without independent verification. The Trustee, the Conversion Agent
and the Paying Agent shall not be responsible for making any calculation or
determination referred to in Sections 1.06, 1.07, 1,08, 1.09, 1.10 and 1.14. The
Trustee will forward the Company's calculations to any Holder upon the request
of such Holder.

      Section 1.20 Limitation on Liens. Solely for purposes of the Debentures,
and in addition to the covenants set forth in Article Four of the Original
Indenture, the following covenant shall apply with respect to the Debentures:

      The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur or permit to exist any Lien (other than existing
Liens) securing Specified Indebtedness of any nature whatsoever on any of its
properties or assets, whether owned at the Original Issue Date or thereafter
acquired without effectively providing that the Debentures are


                                       37
<PAGE>
secured equally and ratably with (or, if the obligation to be secured by the
Lien is subordinated in right of payment to the Debentures, prior to) the
obligations so secured for so long as such obligations are so secured.

                                   ARTICLE 2

                            MISCELLANEOUS PROVISIONS

      Section 2.01 Recitals by the Company. The recitals in this First
Supplemental Indenture are made by the Company only and not by the Trustee, and
the Trustee assumes no responsibility for the correctness thereof. All of the
provisions contained in the Original Indenture in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect of the Debentures and of this First Supplemental Indenture as fully and
with like effect as if set forth herein in full. The Trustee makes no
representations as to the validity or sufficiency of the First Supplemental
Indenture or of the Debentures. The Trustee shall not be accountable for the use
or application by the Company of the Debentures or the proceeds thereof.

      Section 2.02 Ratification and Incorporation of Original Indenture. As
supplemented and modified hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this First Supplemental
Indenture shall be read, taken and construed as one and the same instrument.

      Section 2.03 Executed in Counterparts. This First Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.

      Section 2.04 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND THE
DEBENTURES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


                                       38
<PAGE>
      IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.

                                      LUCENT TECHNOLOGIES INC.



                                      By:   /s/ Frank A. D'Amelio
                                            --------------------------------
                                      Name: Frank A. D'Amelio
                                      Title:  Executive Vice President and
                                      Chief Financial Officer
                                      THE BANK OF NEW YORK,
                                           as Trustee

                                      By:   /s/ Geovanni Barris
                                            --------------------------------
                                      Name:  Geovanni Barris
                                      Title:    Vice President


                                       39
<PAGE>
                                   EXHIBIT A-1

                                     FORM OF
              2 3/4% SERIES A CONVERTIBLE SENIOR DEBENTURE DUE 2023

[If applicable, insert: THIS SENIOR DEBENTURE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SENIOR DEBENTURE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SENIOR DEBENTURE REGISTERED, AND NO TRANSFER OF THIS
SENIOR DEBENTURE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS SENIOR DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SENIOR
DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.                                                   CUSIP No. 549463 AG 2
                                                      ISIN No. US549463AG24



                            LUCENT TECHNOLOGIES INC.
              2 3/4% SERIES A CONVERTIBLE SENIOR DEBENTURE DUE 2023

Principal Amount: $

Record Date: Close of business on the first calendar day of the calendar month
of the relevant Interest Payment Date (whether or not a Business Day)

Original Issue Date: June 4, 2003

Stated Maturity: June 15, 2023

Interest Payment Dates: Semi-annually on June 15 and December 15 of each year,
commencing December 15, 2003

Interest Rate: 2 3/4% per annum (as provided for on the reverse hereof)

Authorized Denomination: $1,000 and any integral multiples thereof

                                     A-1-1
<PAGE>
Lucent Technologies Inc., a Delaware corporation (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
registered assigns, the principal sum of        DOLLARS ($       ) on the Stated
Maturity shown above and to pay interest thereon from the Original Issue Date
shown above, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually in arrears on each Interest
Payment Date as specified above, commencing on December 15, 2003 and on the
Stated Maturity at the rate per annum shown above (the "Interest Rate") until
the principal hereof is paid or made available for payment and on any overdue
principal and on any overdue installment of interest. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this 2 3/4%
Series A Convertible Senior Debenture due 2023 (this "Security") is registered
on the Record Date as specified above next preceding such Interest Payment Date.
Except as otherwise provided in the Indenture, any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Record Date and may either be paid to the Person in whose name
this Security is registered at the close of business on a special record date
for the payment of such defaulted interest to be fixed by the Company, notice
whereof shall be given to Holders of Debentures of this series not less than 30
days prior to such special record date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Debentures shall be listed, and upon such notice as may be
required by any such exchange, all as more fully provided in the Indenture.

      Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Payments of interest for this
Security shall be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months and will accrue from June 4, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York.

      Payment of principal of and interest on this Security shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of principal
of and interest on the Debentures of this series represented by a Global
Security shall be made by wire transfer of immediately available funds to the
Holder of such Global Security, provided that, in the case of payments of
principal such Global Security is first surrendered to the Paying Agent. If any
of the Debentures of this series are no longer represented by a Global Security,
(i) payments of principal and interest due at the Stated Maturity or earlier
redemption or purchase of such Debentures shall be made at the office of the
Paying Agent upon surrender of such Debentures to the Paying Agent, and (ii)
payments of interest shall be made, at the option of the Company, subject to
such surrender where applicable, (A) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(B) by wire transfer at such place and to such account at a

                                     A-1-2
<PAGE>
banking institution in the United States as may be designated in writing to the
Trustee at least 20 days prior to the date for payment by the Person entitled
thereto.

      The Debentures of this series shall be subject to provisional redemption
by the Company, in whole or in part, at any time after June 20, 2008 and prior
to June 20, 2010 (a "Provisional Redemption Date") at the Redemption Price (as
defined in the Indenture).

      Upon any such Provisional Redemption, the Company shall pay on such
Provisional Redemption Date an additional payment (the "Make Whole Payment") on
such Provisional Redemption Date with respect to the series of Debentures called
for redemption in an amount equal to the present value of all remaining interest
payments on such Debentures from the Provisional Redemption Date through and
including the First Optional Redemption Date with respect to such series of
Debentures, calculated using a discount rate equal to the Treasury Yield, as
further described in the Indenture.

      The Debentures of this series shall be redeemable, in whole or in part, at
the option of the Company on any date on or after June 20, 2010 (an "Optional
Redemption Date"), at the Redemption Price (as defined in the Indenture). Each
of the Provisional Redemption Date and the Optional Redemption Date shall be
considered a "Redemption Date."

      Notice of any redemption by the Company will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each Holder of
Debentures of this series to be redeemed. If Notice of a redemption is provided
and funds are deposited as required, interest will cease to accrue on and after
the Redemption Date on the Debentures of this series or portions of Debentures
of this series called for redemption. In the event that any Redemption Date is
not a Business Day, the Company will pay the Redemption Price (and in the event
of a Provisional Redemption, the Make Whole Payment) on the next Business Day
without any additional interest or other payment due. If less than all the
Debentures of this series are to be redeemed at the option of the Company, the
Trustee shall select, in such manner as it shall deem fair and appropriate, the
Debentures of this series to be redeemed in whole or in part. The Trustee may
select for redemption Debentures of this series and portions of the Debentures
of this series in amounts of whole multiples of $1,000.

      A Holder shall have the option to require the Company to purchase any or
all of the Debentures of this series held by such Holder on June 15, 2010, June
15, 2015 and June 15, 2020 (each, a "Purchase Date") at a purchase price (the
"Purchase Price") equal to the principal amount of the Debentures of this series
to be purchased plus any accrued and unpaid interest to but excluding the
Purchase Date, upon delivery of a Purchase Notice containing the information set
forth in the Indenture, from the opening of business on the date that is 23
Business Days prior to such Purchase Date until the close of business on the
third Business Day prior to such Purchase Date and upon delivery of the
Debentures of this series to the Paying Agent by the Holder as set forth in the
Indenture.

      If a Fundamental Change shall occur at any time prior to Stated Maturity,
each Holder shall have the right, at such Holder's option and subject to the
terms and conditions of the Indenture, to require the Company to purchase any or
all of such Holder's Debentures of this series or any portion of the principal
amount thereof that is equal to $1,000 or an integral

                                     A-1-3
<PAGE>
multiple of $1,000 on the day specified in the Fundamental Change Purchase
Notice that is not less than 30 nor more than 45 Business Days after the
occurrence of the Fundamental Change (subject to extension to comply with
applicable law) for the Fundamental Change Purchase Price (as defined in the
Indenture) upon delivery of a Fundamental Change Purchase Notice containing the
information set forth in the Indenture.

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

      If cash sufficient to pay a Fundamental Change Purchase Price or Purchase
Price, as the case may be, of all Debentures of this series or portions thereof
to be purchased as of the Fundamental Change Purchase Date or the Purchase Date,
as the case may be, is deposited with the Paying Agent on the Business Day
following the Fundamental Change Purchase Date or the Purchase Date, as the case
may be, interest shall cease to accrue on such Debentures of this series (or
portions thereof) on and after such date, and the Holder thereof shall have no
other rights as such (other than the right to receive the Fundamental Change
Purchase Price or Purchase Price, as the case may be, upon surrender of such
Debenture).

      In the event of redemption or purchase of this Security in part only, a
new Security or Debentures of this series and of like tenor for the unredeemed
or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the surrender hereof.

      The Debentures of this series shall not have a sinking fund.

      The Debentures of this series shall constitute the direct unsecured and
unsubordinated debt obligations of the Company and shall rank equally in
priority with the Company's existing and future unsecured and unsubordinated
indebtedness.

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                     A-1-4
<PAGE>
      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

Dated:

                               LUCENT TECHNOLOGIES INC.




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




                  CERTIFICATE OF AUTHENTICATION

      This is one of the Debentures of the series designated therein referred to
in the within-mentioned Indenture.

                                    THE BANK OF NEW YORK,
                                      as Trustee

                                    By:
                                       ---------------------------------
                                       Authorized Officer



                                     A-1-5
<PAGE>
                           (Reverse Side of Security)

      This 2 3/4% Series A Convertible Senior Debenture due 2023 is one of a
duly authorized issue of Securities of the Company (the "Securities"), issued
and issuable in one or more series under a Senior Indenture, dated as of June 4,
2003, as supplemented (the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof as 2 3/4% Series A Convertible
Senior Debentures due 2023 initially in the aggregate principal amount of
$750,000,000 (plus up to an additional $112,500,000 principal amount upon
exercise by the Underwriters of their over-allotment option pursuant to the
Underwriting Agreement relating to the Securities). Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Indenture.

      Subject to the procedures set forth in the Indenture and upon satisfaction
of at least one of the conditions set forth in Section 1.10(a) of the Indenture
and during the period provided therein, a Holder may convert Securities of this
series into Common Stock of the Company on or before the close of business on
June 14, 2023.

      Securities of this series in respect of which a Holder has delivered a
notice of exercise of the option to require the Company to purchase such
Securities of this series may be converted only if the notice of exercise is
withdrawn in accordance with the terms of the Indenture.

      The initial Conversion Rate is 299.4012 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Company shall deliver cash or a check in lieu of any fractional
share of Common Stock.

      Holders of Securities of this series at the close of business on a Record
Date will receive payment of interest payable on the corresponding Interest
Payment Date notwithstanding the conversion of such Securities of this series at
any time after the close of business on such Record Date. Securities of this
series surrendered for conversion during the period from the close of business
on any Record Date to the opening of business on the corresponding Interest
Payment Date must be accompanied by payment of an amount equal to the interest
that the Holder is to receive on the Securities of this series (except with
respect to Securities of this series in respect of which a Redemption Date or
Fundamental Change Purchase Date has been set that falls within this period or
on such Interest Payment Date or to the extent any overdue interest exists at
the time of such conversion). No payment or adjustment will be made for accrued
interest on converted Securities of this series.

      To convert the Securities of this series a Holder must (1) complete and
manually sign the irrevocable conversion notice on the back of the Securities of
this series (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent at the office maintained by the
Conversion Agent for such purpose, (2) surrender the Securities of this series
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if

                                     A-1-6
<PAGE>
required by the Conversion Agent, the Company or the Trustee and (4) pay any
transfer or similar tax, if required.

      A Holder may convert a portion of the Securities of this series only if
the principal amount of such portion is $1,000 or an integral multiple of
$1,000. No payment or adjustment shall be made for dividends on the Common Stock
except as provided in the Indenture. On conversion of Securities of this series,
that portion of accrued and unpaid interest on such Securities attributable to
the period from the most recent Interest Payment Date (or, if no Interest
Payment Date has occurred, from the Original Issue Date) through the Conversion
Date shall be deemed cancelled, extinguished and forfeited through delivery of
the Common Stock (together with any cash payment in lieu of fractional shares)
in exchange for such Securities 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
solely in exchange for the principal amount of such Securities being converted
pursuant to the provisions hereof.

      If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of all series affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
outstanding Securities of each series affected thereby (each as a separate
class). The Indenture contains provisions permitting the Holders of not less
than a majority in principal amount of the outstanding Securities of each series
with respect to which a default under the Indenture shall have occurred and be
continuing (each as a separate class), on behalf of the Holders of the
Securities of all such series, to waive, with certain exceptions, such default
under the Indenture and its consequences. The Indenture also permits the Holders
of not less than a majority in principal amount of the Securities of each series
at the time outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture affecting such series. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and

                                     A-1-7
<PAGE>
the Security Registrar and duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

      The Trustee, Paying Agent, Conversion Agent and Security Registrar under
the Indenture, each in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee, Paying Agent, Conversion Agent or Security Registrar.

      The Company will be responsible for making all calculations called for
under the Securities of this series. These calculations include, but are not
limited to, determination of the Trading Price, Current Market Price, Fair
Market Value, Market Price, Sale Price, accrued interest payable on the
Securities of this series and Conversion Rate of the Securities of this series.
The Company will make these calculations in good faith and, absent manifest
error, these calculations will be final and binding on the Holders of the
Securities of this series. Promptly after the calculation thereby, the Company
will provide to each of the Trustee and the Conversion Agent an Officers'
Certificate setting forth a schedule of its calculations and each of the Trustee
and the Conversion Agent is entitled to rely upon the accuracy of such
calculations without independent verification. The Trustee will forward the
Company's calculations to any Holder upon the request of such Holder.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to the limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Company.

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



                                     A-1-8
<PAGE>
                                  ABBREVIATIONS

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

TEN COM--as tenants in common      UNIF GIFT MIN ACT- ______ Custodian _______
                                                      (Cust)           (Minor)

TEN ENT--as tenants by the entireties

JT TEN--as joint tenants with rights of             under Uniform Gifts to
survivorship and not as tenants in common           Minors Act ________________
                                                                   (State)

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

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please
insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting
and appointing



agent to transfer said Security on the books of the Company, with full power of
substitution in the premises.

Dated:____________



                                   NOTICE: The signature to this assignment
                                   must correspond with the name as written
                                   upon the face of the within instrument in
                                   every particular without alteration or
                                   enlargement, or any change whatever.

                                   Signature Guarantee:  _______________________






                                     A-1-9
<PAGE>
                               SIGNATURE GUARANTEE

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



                                     A-1-10
<PAGE>
                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

  The following increases or decreases in this Global Security have been made:

                                                Principal       Signature of
              Amount of        Amount of      Amount of this     authorized
             decrease in      increase in    Global Security    signatory of
   Date       Principal        Principal      following such     Trustee or
            Amount of this   Amount of this    decrease or       Securities
           Global Security  Global Security      increase        Custodian
--------------------------------------------------------------------------------



                                     A-1-11



<PAGE>
                            FORM OF CONVERSION NOTICE

To:   LUCENT TECHNOLOGIES INC.

      The undersigned registered holder of this Security hereby exercises the
option to convert this Security, or portion hereof (which is $1,000 principal
amount or an integral multiple thereof) designated below, for shares of Common
Stock of Lucent Technologies Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares, if any, issuable and
deliverable upon such conversion, together with any check for cash deliverable
upon such conversion, and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.

      This notice shall be deemed to be an irrevocable exercise of the option to
convert this Security.

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

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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if shares of
                                    Common Stock are to be issued, or Securities
                                    to be delivered, other than to or in the
                                    name of the registered holder.


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

Fill in for registration of
shares if to be delivered, and
Securities if to be issued other
than to and in the name of
registered holder:


--------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------


(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

--------------------------------    -------------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address





                                     A-1-12
<PAGE>



                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE


To:   LUCENT TECHNOLOGIES INC.

      The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Lucent Technologies Inc. (the "Company") as to the
occurrence of a Fundamental Change with respect to the Company and requests and
instructs the Company to repurchase this Security, or the portion hereof (which
is $1,000 principal amount or a integral multiple thereof) designated below, in
accordance with the terms and conditions specified in this Security and the
Indenture referred to in this Security and directs that the check in payment for
this Security or the portion thereof and any Securities representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Security not repurchased is to be issued in the name of a Person other
than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

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


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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if Securities
                                    are to be delivered, other than to or in the
                                    name of the registered holder.

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

Fill in for registration of Securities if to be issued other than to and in the
name of registered holder:

--------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------

--------------------------------
(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

--------------------------------    --------------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address




                                     A-1-13
<PAGE>



                             FORM OF PURCHASE NOTICE

To:            LUCENT TECHNOLOGIES INC.

               The undersigned registered holder of this Security hereby
acknowledges receipt of a notice from Lucent Technologies Inc. (the "Company")
as to the holder's option to require the Company to repurchase this Security and
requests and instructs the Company to repurchase this Security, or the portion
hereof (which is $1,000 principal amount or a integral multiple thereof)
designated below, in accordance with the terms and conditions specified in this
Security and the Indenture referred to in this Security and directs that the
check in payment for this Security or the portion thereof and any Securities
representing any unrepurchased principal amount hereof, be issued and delivered
to the registered holder hereof unless a different name has been indicated
below. If any portion of this Security not repurchased is to be issued in the
name of a Person other than the undersigned, the undersigned shall pay all
transfer taxes payable with respect thereto.

Dated:

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


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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if Securities
                                    are to be delivered, other than to or in the
                                    name of the registered holder.


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

Fill in for registration of Securities if to be issued other than to and in the
name of registered holder:

--------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------

--------------------------------
(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

--------------------------------    --------------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address




                                     A-1-14
<PAGE>




                                   EXHIBIT A-2

                                     FORM OF
             2 3/4% SERIES B CONVERTIBLE SENIOR DEBENTURE DUE 2025

[If applicable, insert: THIS SENIOR DEBENTURE IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SENIOR DEBENTURE MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SENIOR DEBENTURE REGISTERED, AND NO TRANSFER OF THIS
SENIOR DEBENTURE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

7

UNLESS THIS SENIOR DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY SENIOR
DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

No.                                                        CUSIP No. 549463 AH 0
                                                           ISIN No. US549463AH07



                            LUCENT TECHNOLOGIES INC.
             2 3/4% SERIES B CONVERTIBLE SENIOR DEBENTURE DUE 2025

Principal Amount: $

Record Date: Close of business on the first calendar day of the calendar month
of the relevant Interest Payment Date (whether or not a Business Day)

Original Issue Date: June 4, 2003

Stated Maturity: June 15, 2025

Interest Payment Dates: Semi-annually on June 15 and December 15 of each year,
commencing December 15, 2003

Interest Rate: 2 3/4% per annum (as provided for on the reverse hereof)

Authorized Denomination: $1,000 and any integral multiples thereof



                                     A-2-1
<PAGE>
      Lucent Technologies Inc., a Delaware corporation (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
registered assigns, the principal sum of                DOLLARS ($            )
on the Stated Maturity shown above and to pay interest thereon from the Original
Issue Date shown above, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually in arrears on each
Interest Payment Date as specified above, commencing on December 15, 2003 and on
the Stated Maturity at the rate per annum shown above (the "Interest Rate")
until the principal hereof is paid or made available for payment and on any
overdue principal and on any overdue installment of interest. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this 2
3/4% Series B Convertible Senior Debenture due 2025 (this "Security") is
registered on the Record Date as specified above next preceding such Interest
Payment Date. Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Record Date and may either be paid to the Person in whose
name this Security is registered at the close of business on a special record
date for the payment of such defaulted interest to be fixed by the Company,
notice whereof shall be given to Holders of Debentures of this series not less
than 30 days prior to such special record date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange, if any, on which the Debentures shall be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Indenture.

      Payments of interest on this Security will include interest accrued to but
excluding the respective Interest Payment Dates. Payments of interest for this
Security shall be computed and paid on the basis of a 360-day year consisting of
twelve 30-day months and will accrue from June 4, 2003 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for. In
the event that any date on which interest is payable on this Security is not a
Business Day, then payment of the interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any interest or
payment in respect of any such delay) with the same force and effect as if made
on the date the payment was originally payable. "Business Day" means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York.

      Payment of principal of and interest on this Security shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of principal
of and interest on the Debentures of this series represented by a Global
Security shall be made by wire transfer of immediately available funds to the
Holder of such Global Security, provided that, in the case of payments of
principal such Global Security is first surrendered to the Paying Agent. If any
of the Debentures of this series are no longer represented by a Global Security,
(i) payments of principal and interest due at the Stated Maturity or earlier
redemption or purchase of such Debentures shall be made at the office of the
Paying Agent upon surrender of such Debentures to the Paying Agent, and (ii)
payments of interest shall be made, at the option of the Company, subject to
such surrender where applicable, (A) by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
(B) by wire transfer at such place and to such account at a


                                     A-2-2
<PAGE>

banking institution in the United States as may be designated in writing to the
Trustee at least 20 days prior to the date for payment by the Person entitled
thereto.

      The Debentures of this series shall be subject to provisional redemption
by the Company, in whole or in part, at any time after June 20, 2009 and prior
to June 20, 2013 (a "Provisional Redemption Date") at the Redemption Price (as
defined in the Indenture).

      Upon any such Provisional Redemption, the Company shall pay on such
Provisional Redemption Date an additional payment (the "Make Whole Payment") on
such Provisional Redemption Date with respect to the series of Debentures called
for redemption in an amount equal to the present value of all remaining interest
payments on such Debentures from the Provisional Redemption Date through and
including the First Optional Redemption Date with respect to such series of
Debentures, calculated using a discount rate equal to the Treasury Yield, as
further described in the Indenture.

      The Debentures of this series shall be redeemable, in whole or in part, at
the option of the Company on any date on or after June 20, 2013 (an "Optional
Redemption Date"), at the Redemption Price (as defined in the Indenture). Each
of the Provisional Redemption Date and the Optional Redemption Date shall be
considered a "Redemption Date."

      Notice of any redemption by the Company will be mailed at least 30 days
but not more than 60 days before any Redemption Date to each Holder of
Debentures of this series to be redeemed. If Notice of a redemption is provided
and funds are deposited as required, interest will cease to accrue on and after
the Redemption Date on the Debentures of this series or portions of Debentures
of this series called for redemption. In the event that any Redemption Date is
not a Business Day, the Company will pay the Redemption Price (and in the event
of a Provisional Redemption, the Make Whole Payment) on the next Business Day
without any additional interest or other payment due. If less than all the
Debentures of this series are to be redeemed at the option of the Company, the
Trustee shall select, in such manner as it shall deem fair and appropriate, the
Debentures of this series to be redeemed in whole or in part. The Trustee may
select for redemption Debentures of this series and portions of the Debentures
of this series in amounts of whole multiples of $1,000.

      A Holder shall have the option to require the Company to purchase any or
all of the Debentures of this series held by such Holder on June 15, 2013 and
June 15, 2019 (each, a "Purchase Date") at a purchase price (the "Purchase
Price") equal to the principal amount of the Debentures of this series to be
purchased plus any accrued and unpaid interest to but excluding the Purchase
Date, upon delivery of a Purchase Notice containing the information set forth in
the Indenture, from the opening of business on the date that is 23 Business Days
prior to such Purchase Date until the close of business on the third Business
Day prior to such Purchase Date and upon delivery of the Debentures of this
series to the Paying Agent by the Holder as set forth in the Indenture.

      If a Fundamental Change shall occur at any time prior to Stated Maturity,
each Holder shall have the right, at such Holder's option and subject to the
terms and conditions of the Indenture, to require the Company to purchase any or
all of such Holder's Debentures of this series or any portion of the principal
amount thereof that is equal to $1,000 or an integral


                                     A-2-3
<PAGE>

multiple of $1,000 on the day specified in the Fundamental Change Purchase
Notice that is not less than 30 nor more than 45 Business Days after the
occurrence of the Fundamental Change (subject to extension to comply with
applicable law) for the Fundamental Change Purchase Price (as defined in the
Indenture) upon delivery of a Fundamental Change Purchase Notice containing the
information set forth in the Indenture.

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

      If cash sufficient to pay a Fundamental Change Purchase Price or Purchase
Price, as the case may be, of all Debentures of this series or portions thereof
to be purchased as of the Fundamental Change Purchase Date or the Purchase Date,
as the case may be, is deposited with the Paying Agent on the Business Day
following the Fundamental Change Purchase Date or the Purchase Date, as the case
may be, interest shall cease to accrue on such Debentures of this series (or
portions thereof) on and after such date, and the Holder thereof shall have no
other rights as such (other than the right to receive the Fundamental Change
Purchase Price or Purchase Price, as the case may be, upon surrender of such
Debenture).

      In the event of redemption or purchase of this Security in part only, a
new Security or Debentures of this series and of like tenor for the unredeemed
or unpurchased portion hereof will be issued in the name of the Holder hereof
upon the surrender hereof.

      The Debentures of this series shall not have a sinking fund.

      The Debentures of this series shall constitute the direct unsecured and
unsubordinated debt obligations of the Company and shall rank equally in
priority with the Company's existing and future unsecured and unsubordinated
indebtedness.

      REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.

      Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.



                                     A-2-4
<PAGE>



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

Dated:

                                    LUCENT TECHNOLOGIES INC.



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

                                    Title:




                         CERTIFICATE OF AUTHENTICATION

               This is one of the Debentures of the series designated therein
referred to in the within-mentioned Indenture.

                                    THE BANK OF NEW YORK,
                                         as Trustee

                                    By:
                                        ----------------------------------------
                                        Authorized Officer

                                     A-2-5
<PAGE>



                           (Reverse Side of Security)

      This 2 3/4% Series B Convertible Senior Debenture due 2025 is one of a
duly authorized issue of Securities of the Company (the "Securities"), issued
and issuable in one or more series under a Senior Indenture, dated as of June 4,
2003, as supplemented (the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitation of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities issued thereunder and of the terms upon which said
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof as 2 3/4% Series B Convertible
Senior Debentures due 2025 initially in the aggregate principal amount of
$775,000,000 (plus up to an additional $116,250,000 principal amount upon
exercise by the Underwriters of their over-allotment option pursuant to the
Underwriting Agreement relating to the Securities). Capitalized terms used
herein for which no definition is provided herein shall have the meanings set
forth in the Indenture.

      Subject to the procedures set forth in the Indenture and upon satisfaction
of at least one of the conditions set forth in Section 1.10(a) of the Indenture
and during the period provided therein, a Holder may convert Securities of this
series into Common Stock of the Company on or before the close of business on
June 14, 2025.

      Securities of this series in respect of which a Holder has delivered a
notice of exercise of the option to require the Company to purchase such
Securities of this series may be converted only if the notice of exercise is
withdrawn in accordance with the terms of the Indenture.

      The initial Conversion Rate is 320.5128 shares of Common Stock per $1,000
principal amount, subject to adjustment in certain events described in the
Indenture. The Company shall deliver cash or a check in lieu of any fractional
share of Common Stock.

      Holders of Securities of this series at the close of business on a Record
Date will receive payment of interest payable on the corresponding Interest
Payment Date notwithstanding the conversion of such Securities of this series at
any time after the close of business on such Record Date. Securities of this
series surrendered for conversion during the period from the close of business
on any Record Date to the opening of business on the corresponding Interest
Payment Date must be accompanied by payment of an amount equal to the interest
that the Holder is to receive on the Securities of this series (except with
respect to Securities of this series in respect of which a Redemption Date or
Fundamental Change Purchase Date has been set that falls within this period or
on such Interest Payment Date or to the extent any overdue interest exists at
the time of such conversion). No payment or adjustment will be made for accrued
interest on converted Securities of this series.

      To convert the Securities of this series a Holder must (1) complete and
manually sign the irrevocable conversion notice on the back of the Securities of
this series (or complete and manually sign a facsimile of such notice) and
deliver such notice to the Conversion Agent at the office maintained by the
Conversion Agent for such purpose, (2) surrender the Securities of this series
to the Conversion Agent, (3) furnish appropriate endorsements and transfer
documents if


                                     A-2-6
<PAGE>

required by the Conversion Agent, the Company or the Trustee and (4) pay any
transfer or similar tax, if required.

      A Holder may convert a portion of the Securities of this series only if
the principal amount of such portion is $1,000 or an integral multiple of
$1,000. No payment or adjustment shall be made for dividends on the Common Stock
except as provided in the Indenture. On conversion of Securities of this series,
that portion of accrued and unpaid interest on such Securities attributable to
the period from the most recent Interest Payment Date (or, if no Interest
Payment Date has occurred, from the Original Issue Date) through the Conversion
Date shall be deemed cancelled, extinguished and forfeited through delivery of
the Common Stock (together with any cash payment in lieu of fractional shares)
in exchange for such Securities 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
solely in exchange for the principal amount of such Securities being converted
pursuant to the provisions hereof.

      If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of all series affected
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in principal amount of the
outstanding Securities of each series affected thereby (each as a separate
class). The Indenture contains provisions permitting the Holders of not less
than a majority in principal amount of the outstanding Securities of each series
with respect to which a default under the Indenture shall have occurred and be
continuing (each as a separate class), on behalf of the Holders of the
Securities of all such series, to waive, with certain exceptions, such default
under the Indenture and its consequences. The Indenture also permits the Holders
of not less than a majority in principal amount of the Securities of each series
at the time outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture affecting such series. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and


                                     A-2-7
<PAGE>

the Security Registrar and duly executed by, the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and of like tenor and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

      The Trustee, Paying Agent, Conversion Agent and Security Registrar under
the Indenture, each in its individual or any other capacity, may become the
owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee, Paying Agent, Conversion Agent or Security Registrar.

      The Company will be responsible for making all calculations called for
under the Securities of this series. These calculations include, but are not
limited to, determination of the Trading Price, Current Market Price, Fair
Market Value, Market Price, Sale Price, accrued interest payable on the
Securities of this series and Conversion Rate of the Securities of this series.
The Company will make these calculations in good faith and, absent manifest
error, these calculations will be final and binding on the Holders of the
Securities of this series. Promptly after the calculation thereby, the Company
will provide to each of the Trustee and the Conversion Agent an Officers'
Certificate setting forth a schedule of its calculations and each of the Trustee
and the Conversion Agent is entitled to rely upon the accuracy of such
calculations without independent verification. The Trustee will forward the
Company's calculations to any Holder upon the request of such Holder.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Securities of this series and for covenant defeasance at any
time of certain covenants in the Indenture upon compliance with certain
conditions set forth in the Indenture.

      Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to the limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same upon surrender of the Security or
Securities to be exchanged at the office or agency of the Company.

      THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.



                                     A-2-8
<PAGE>



                                  ABBREVIATIONS

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

TEN COM--as tenants in common       UNIF GIFT MIN ACT- ______ Custodian _______
                                                       (Cust)           (Minor)

TEN ENT--as tenants by the entireties

JT TEN--as joint tenants with rights of                under Uniform Gifts to
survivorship and not as tenants in common              Minors Act ______________
                                                                     (State)

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

FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto (please
insert Social Security or other identifying number of assignee)

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting
and appointing



agent to transfer said Security on the books of the Company, with full power of
substitution in the premises.

Dated: ____________




                                    NOTICE: The signature to this assignment
                                    must correspond with the name as written
                                    upon the face of the within instrument in
                                    every particular without alteration or
                                    enlargement, or any change whatever.

                                    Signature Guarantee:________________________





                                     A-2-9
<PAGE>



                               SIGNATURE GUARANTEE

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.



                                     A-2-10
<PAGE>



                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

      The following increases or decreases in this Global Security have been
made:

<TABLE>
<CAPTION>


                                                                   Principal Amount of this Global          Signature of authorized
           Amount of decrease          Amount of increase                Security following                       signatory of
          in Principal Amount        in Principal Amount                  such decrease or                          Trustee or
 Date   of this Global Security     of this Global Security                   increase                        Securities Custodian
 ----   -----------------------     -----------------------                   --------                        --------------------
<S>     <C>                         <C>                            <C>                                      <C>






</TABLE>



                                     A-2-11
<PAGE>




                            FORM OF CONVERSION NOTICE

To:   LUCENT TECHNOLOGIES INC.

      The undersigned registered holder of this Security hereby exercises the
option to convert this Security, or portion hereof (which is $1,000 principal
amount or an integral multiple thereof) designated below, for shares of Common
Stock of Lucent Technologies Inc. in accordance with the terms of the Indenture
referred to in this Security, and directs that the shares, if any, issuable and
deliverable upon such conversion, together with any check for cash deliverable
upon such conversion, and any Securities representing any unconverted principal
amount hereof, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares or any portion of this
Security not converted are to be issued in the name of a Person other than the
undersigned, the undersigned shall pay all transfer taxes payable with respect
thereto.

      This notice shall be deemed to be an irrevocable exercise of the option to
convert this Security.

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


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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if shares of
                                    Common Stock are to be issued, or Securities
                                    to be delivered, other than to or in the
                                    name of the registered holder.


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

Fill in for registration of shares if to be
delivered, and Securities if to be issued
other than to and in the name of registered
holder:

------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------


------------------------------
(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

------------------------------      -------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address




                                     A-2-12
<PAGE>



                   FORM OF FUNDAMENTAL CHANGE PURCHASE NOTICE


To:   LUCENT TECHNOLOGIES INC.

      The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Lucent Technologies Inc. (the "Company") as to the
occurrence of a Fundamental Change with respect to the Company and requests and
instructs the Company to repurchase this Security, or the portion hereof (which
is $1,000 principal amount or a integral multiple thereof) designated below, in
accordance with the terms and conditions specified in this Security and the
Indenture referred to in this Security and directs that the check in payment for
this Security or the portion thereof and any Securities representing any
unrepurchased principal amount hereof, be issued and delivered to the registered
holder hereof unless a different name has been indicated below. If any portion
of this Security not repurchased is to be issued in the name of a Person other
than the undersigned, the undersigned shall pay all transfer taxes payable with
respect thereto.

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


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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if Securities
                                    are to be delivered, other than to or in the
                                    name of the registered holder.


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

Fill in for registration of Securities if to
be issued other than to and in the name of
registered holder:

------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------


------------------------------
(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

-----------------------------       --------------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address




                                     A-2-13
<PAGE>



                             FORM OF PURCHASE NOTICE

To:   LUCENT TECHNOLOGIES INC.

      The undersigned registered holder of this Security hereby acknowledges
receipt of a notice from Lucent Technologies Inc. (the "Company") as to the
holder's option to require the Company to repurchase this Security and requests
and instructs the Company to repurchase this Security, or the portion hereof
(which is $1,000 principal amount or a integral multiple thereof) designated
below, in accordance with the terms and conditions specified in this Security
and the Indenture referred to in this Security and directs that the check in
payment for this Security or the portion thereof and any Securities representing
any unrepurchased principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been indicated below. If
any portion of this Security not repurchased is to be issued in the name of a
Person other than the undersigned, the undersigned shall pay all transfer taxes
payable with respect thereto.

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


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


                                    Signature(s) must be guaranteed by a
                                    commercial bank or trust company or a member
                                    firm of a major stock exchange if Securities
                                    are to be delivered, other than to or in the
                                    name of the registered holder.


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

Fill in for registration of Securities if to
be issued other than to and in the name of
registered holder:


------------------------------
(Name)                              Certificate No.(s) of Securities (not
                                    required for Global Securities)-------------


------------------------------
(Street Address)                    Principal amount to be converted
                                    (if less than all):   $          ,000
                                                           ----------

-----------------------------       --------------------------------------------
(City state and zip code)           Social Security or Other Taxpayer Number
Please print name and address


                                     A-2-14
<PAGE>





                                                                       EXHIBIT B

                          CERTIFICATE OF AUTHENTICATION

      This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

                                          THE BANK OF NEW YORK,
                                               as Trustee

                                          By:
                                             -----------------------------------
                                             Authorized Officer

                                      B-1