<PAGE>

                            Tyco International Ltd.


                    Liquid Yield Option(TM) Notes due 2020
                             (Zero Coupon-Senior)

          __________________________________________________________

                                   INDENTURE

                         Dated as of November 17, 2000

          __________________________________________________________

                      State Street Bank and Trust Company

                                    TRUSTEE

          __________________________________________________________



(TM)Trademark of Merrill Lynch & Co., Inc.
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                               TABLE OF CONTENTS
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                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions..................................................  1
Section 1.2    Other Definitions............................................  6
Section 1.3    Incorporation by Reference of Trust Indenture Act............  7
Section 1.5    Acts of Holders..............................................  8

                                  ARTICLE II

                                THE SECURITIES

Section 2.1    Form and Dating..............................................  9
Section 2.2    Execution and Authentication................................. 11
Section 2.3    Registrar, Paying Agent and Conversion Agent................. 12
Section 2.4    Paying Agent to Hold Money and Securities in Trust........... 13
Section 2.5    Securityholder Lists......................................... 13
Section 2.6    Transfer and Exchange........................................ 13
Section 2.7    Replacement Securities....................................... 15
Section 2.8    Outstanding Securities; Determinations of Holders' Action.... 16
Section 2.9    Temporary Securities. ....................................... 17
Section 2.10   Cancellation................................................. 17
Section 2.11   Persons Deemed Owners........................................ 17
Section 2.12   Global Securities............................................ 18
Section 2.13   CUSIP Numbers................................................ 24

                                  ARTICLE III

                           REDEMPTION AND PURCHASES

Section 3.1    Right to Redeem; Notices to Trustee.......................... 24
Section 3.2    Selection of Securities to Be Redeemed....................... 25
Section 3.3    Notice of Redemption......................................... 25
Section 3.4    Effect of Notice of Redemption............................... 26
Section 3.5    Deposit of Redemption Price.................................. 26
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Section 3.6    Securities Redeemed in Part.................................. 27
Section 3.7    Conversion Arrangement on Call for Redemption................ 27
Section 3.8    Purchase of Securities at Option of the Holder............... 28
Section 3.9    Purchase of Securities at Option of the Holder upon Change in
               Control...................................................... 36
Section 3.10   Effect of Purchase Notice or Change in Control Purchase
               Notice....................................................... 40
Section 3.11   Deposit of Purchase Price or Change in Control Purchase
               Price........................................................ 41
Section 3.12   Securities Purchased in Part................................. 41
Section 3.13   Covenant to Comply With Securities Laws Upon Purchase of
               Securities................................................... 42
Section 3.14   Repayment to the Company..................................... 42

                                  ARTICLE IV

                                   COVENANTS

Section 4.1    Payment of Securities........................................ 42
Section 4.2    SEC and Other Reports........................................ 43
Section 4.3    Compliance Certificate....................................... 43
Section 4.4    Further Instruments and Acts................................. 44
Section 4.5    Maintenance of Office or Agency.............................. 44
Section 4.6    Delivery..................................................... 44
Section 4.7    Calculation of Original Issue Discount....................... 45

                                   ARTICLE V

                             SUCCESSOR CORPORATION

Section 5.1    When Company May Merge or Transfer Assets.................... 45
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                                      ii
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                                  ARTICLE VI

                             DEFAULTS AND REMEDIES

Section 6.1    Events of Default............................................ 46
Section 6.2    Acceleration................................................. 48
Section 6.3    Other Remedies............................................... 48
Section 6.4    Waiver of Past Defaults...................................... 49
Section 6.5    Control by Majority.......................................... 49
Section 6.6    Limitation on Suits.......................................... 49
Section 6.7    Rights of Holders to Receive Payment......................... 50
Section 6.8    Collection Suit by Trustee................................... 50
Section 6.9    Trustee May File Proofs of Claim............................. 50
Section 6.10   Priorities................................................... 51
Section 6.11   Undertaking for Costs........................................ 51
Section 6.12   Waiver of Stay, Extension or Usury Laws...................... 52

                                  ARTICLE VII

                                    TRUSTEE

Section 7.1    Duties of Trustee............................................ 52
Section 7.2    Rights of Trustee............................................ 54
Section 7.3    Individual Rights of Trustee................................. 55
Section 7.4    Trustee's Disclaimer......................................... 56
Section 7.5    Notice of Defaults........................................... 56
Section 7.6    Reports by Trustee to Holders................................ 56
Section 7.7    Compensation and Indemnity................................... 56
Section 7.8    Replacement of Trustee....................................... 57
Section 7.9    Successor Trustee by Merger.................................. 58
Section 7.10   Eligibility; Disqualification................................ 58
Section 7.11   Preferential Collection of Claims Against Company............ 59

                                 ARTICLE VIII

                            DISCHARGE OF INDENTURE

Section 8.1    Discharge of Liability on Securities......................... 59
Section 8.2    Repayment to the Company..................................... 59
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                                  ARTICLE IX

                                  AMENDMENTS

Section 9.1    Without Consent of Holders................................... 59
Section 9.2    With Consent of Holders...................................... 60
Section 9.3    Compliance with Trust Indenture Act.......................... 61
Section 9.4    Revocation and Effect of Consents, Waivers and Actions....... 61
Section 9.5    Notation on or Exchange of Securities........................ 61
Section 9.6    Trustee to Sign Supplemental Indentures...................... 61
Section 9.7    Effect of Supplemental Indentures............................ 62

                                   ARTICLE X

                                  CONVERSIONS

Section 10.1   Conversion Privilege......................................... 62
Section 10.2   Conversion Procedure......................................... 63
Section 10.3   Fractional Shares............................................ 64
Section 10.4   Taxes on Conversion.......................................... 65
Section 10.5   Company to Provide Stock..................................... 65
Section 10.6   Adjustment for Change In Capital Stock....................... 65
Section 10.7   Adjustment for Rights Issue.................................. 66
Section 10.8   Adjustment for Other Distributions........................... 68
Section 10.9   When Adjustment May Be Deferred.............................. 70
Section 10.10  When No Adjustment Required.................................. 71
Section 10.11  Notice of Adjustment......................................... 71
Section 10.12  Voluntary Increase........................................... 71
Section 10.13  Notice of Certain Transactions............................... 71
Section 10.14  Reorganization of Company; Special Distributions............. 72
Section 10.15  Company Determination Final.................................. 73
Section 10.16  Trustee's Adjustment Disclaimer.............................. 73
Section 10.17  Simultaneous Adjustments..................................... 73
Section 10.18  Successive Adjustments....................................... 73

                                  ARTICLE XI

                                 MISCELLANEOUS
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                                      iv
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Section 11.1   Trust Indenture Act Controls................................. 74
Section 11.2   Notices...................................................... 74
Section 11.3   Communication by Holders with Other Holders.................. 75
Section 11.4   Certificate and Opinion as to Conditions Precedent........... 75
Section 11.5   Statements Required in Certificate or Opinion................ 75
Section 11.6   Separability Clause.......................................... 75
Section 11.7   Rules by Trustee, Paying Agent, Conversion Agent and
               Registrar.................................................... 76
Section 11.8   Legal Holidays............................................... 76
Section 11.9   Governing Law................................................ 76
Section 11.10  No Recourse Against Others................................... 76
Section 11.11  Successors................................................... 76
Section 11.12  Multiple Originals........................................... 77
Section 11.13  Submission to Jurisdiction................................... 77
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                                       v
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                    INDENTURE dated as of November 17, 2000 between TYCO
     INTERNATIONAL LTD, a Bermuda corporation ("Company"), and STATE STREET BANK
     AND TRUST COMPANY ("Trustee").

                    Each party agrees as follows for the benefit of the other
     party and for the equal and ratable benefit of the Holders of the Company's
     Liquid Yield Option(TM) Notes due 2020 (Zero Coupon - Senior)
     ("Securities"):


                                   ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

                    Section 1.1   Definitions.

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

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

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

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

                    "Business Day" means, with respect to any Security, a day
     that in the City of New York and the City of Boston, Massachusetts, is not
     a day on which banking institutions are authorized by law or regulation to
     close.
<PAGE>

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

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

                "Common Shares" shall mean the Common Shares, $0.20 par value
     per share, of the Company as they exist on the date of this Indenture or
     any other shares of Capital Stock of the Company into which the Common
     Shares shall be reclassified or changed.

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

                "Company Request" or "Company Order" means a written request or
     order signed in the name of the Company by any two Officers.

                "Corporate Trust Office" means the principal office of the
     Trustee at which at any time its corporate trust business shall be
     administered, which office at the date hereof is located at 2 Avenue de
     Lafayette, Boston MA 02111, Attention: Corporate Trust Administration, or
     such other address as the Trustee may designate from time to time by notice
     to the Holders and the Company, or the principal corporate trust office of
     any successor Trustee (or such other address as a successor Trustee may
     designate from time to time by notice to the Holders and the Company).

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

                "Global Securities" means Securities that are in the form of the
     Securities attached hereto as Exhibit A-1, and to the extent that such
     Securities are required to bear the Legend required by Section 2.6, such
     Securities will be in the form of a 144A Global Security.

                "Guarantor" means the Company or any Subsidiary that executes a
     guarantee of the Debt Securities contemplated by Section 3.1 of the
     Indenture dated as of June 9, 1998 by and among TIG, the Company and The
     Bank of New York.

                                       2
<PAGE>

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

                "Indebtedness" means, without duplication, the principal or face
     amount of (i) all obligations for borrowed money, (ii) all obligations
     evidenced by debentures, notes or other similar instruments, (iii) all
     obligations in respect of letters of credit or bankers acceptances or
     similar instruments (or reimbursement obligations with respect thereto),
     (iv) all obligations to pay the deferred purchase price of property or
     services, except trade accounts payable arising in the ordinary course of
     business, (v) all obligations as lessee which are capitalized in accordance
     with generally accepted accounting principles, and (vi) all Indebtedness of
     others guaranteed by the Company or any of its Subsidiaries or for which
     the Company or any of its Subsidiaries is legally responsible or liable
     (whether by agreement to purchase indebtedness of, or to supply funds or to
     invest in, others).

                "Indenture" means this Indenture, as amended or supplemented
     from time to time in accordance with the terms hereof, including the
     provisions of the TIA that are deemed to be a part hereof.

                "Institutional Accredited Investor Security" means a Security in
     the form of the Security attached hereto as Exhibit A-2, representing
     Securities sold to institutional "accredited investors" (as defined in Rule
     501(a)(1), (2), (3) and (7) under the Securities Act).

                "Issue Date" of any Security means the date on which the
     Security was originally issued or deemed issued as set forth on the face of
     the Security.

                "Issue Price" of any Security means, in connection with the
     original issuance of such Security, the initial issue price at which the
     Security is sold as set forth on the face of the Security.

                "Non-Recourse Indebtedness" means Indebtedness upon the
     enforcement of which recourse may be had by the holder(s) thereof only to
     identified assets of the Company, TIG or any Subsidiary and not to the
     Company, TIG or any Subsidiary personally.

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

                                       3
<PAGE>

                "Officers' Certificate" means a written certificate containing
     the information specified in Sections 11.4 and 11.5, signed in the name of
     the Company by any two Officers, and delivered to the Trustee. An Officers'
     Certificate given pursuant to Section 4.3 shall be signed by an authorized
     financial or accounting Officer of the Company but need not contain the
     information specified in Sections 11.4 and 11.5.

                "Opinion of Counsel" means a written opinion containing the
     information specified in Sections 11.4 and 11.5, from legal counsel who is
     acceptable to the Trustee. The counsel may be an employee of, or counsel
     to, the Company or the Trustee.

                "Original Issue Discount" of any Security means the difference
     between the Issue Price and the Principal Amount at Maturity of the
     Security as set forth on the face of the Security.

                "person" means any individual, corporation, limited liability
     company, partnership, joint venture, association, joint-stock company,
     trust, unincorporated organization, or government or any agency or
     political subdivision thereof.

                "Principal Amount at Maturity" of a Security means the Principal
     Amount at Maturity as set forth on the face of the Security.

                "Redemption Date" or "redemption date" shall mean the date
     specified for redemption of the Securities in accordance with the terms of
     the Securities and this Indenture.

                "Redemption Price" or "redemption price" shall have the meaning
     set forth in paragraph 5 of the Securities.

                "Responsible Officer" shall mean, when used with respect to the
     Trustee, any officer within the corporate trust department of the Trustee,
     including any vice president, assistant vice president, assistant
     secretary, assistant treasurer, trust officer or any other officer of the
     Trustee who customarily performs functions similar to those performed by
     the Persons who at the time shall be such officers, respectively, or to
     whom any corporate trust matter is referred because of such person's
     knowledge of and familiarity with the particular subject and who shall have
     direct responsibility for the administration of this Indenture.

                                       4
<PAGE>

                "Restricted Security" means a Security required to bear the
     restrictive legend set forth in the form of Security set forth in Exhibits
     A-1 and A-2 of this Indenture.

                "Rule 144A" means Rule 144A under the Securities Act (or any
     successor provision), as it may be amended from time to time.

                "SEC" means the Securities and Exchange Commission.

                "Securities" means any of the Company's Liquid Yield Option
     Notes due 2020 (Zero Coupon-Senior), as amended or supplemented from time
     to time, issued under this Indenture.

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

                "Signifiant Subsidiary Guarantor" means any one or more
     Guarantors which, at the date of determination, together with its or their
     respective Subsidiaries in the aggregate (i) for the most recently
     completed fiscal year of TIG accounted for more than 10% of the
     consolidated revenues of TIG or (ii) at the end of such fiscal year, was
     the owner (beneficial or otherwise) of more than 10% of the consolidated
     assets of TIG, as determined in accordance with generally accepted
     accounting principles and reflected on TIG's consolidated financial
     statements.

                "Stated Maturity", when used with respect to any Security, means
     the date specified in such Security as the fixed date on which an amount
     equal to the Principal Amount at Maturity of such Security is due and
     payable.

                "Subsidiary" means any person of which at least a majority of
     the outstanding Voting Stock shall at the time directly or indirectly be
     owned or controlled by the Company or by one or more Subsidiaries or by the
     Company and one or more Subsidiaries.

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

                "TIG" means Tyco International Group S.A., a Luxembourg company.

                                       5
<PAGE>

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

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

                "Voting Stock" of a person means Capital Stock of such person of
     the class or classes pursuant to which the holders thereof have the general
     voting power under ordinary circumstances to elect at least a majority of
     the board of directors, managers or trustees of such person (irrespective
     of whether or not at the time Capital Stock of any other class or classes
     shall have or might have voting power by reason of the happening of any
     contingency).

                Section 1.2   Other Definitions.

     Term Section:                                 Defined in:

     "Agent Members".............................  2.12(e)
     "Associate".................................  3.9(a)
     "Average Sale Price"........................  10.7
     "beneficial owner"..........................  3.9(a)
     "cash"......................................  3.8(b)
     "Change in Control".........................  3.9(a)
     "Change in Control Purchase Date"...........  3.9(a)
     "Change in Control Purchase Notice".........  3.9(a)
     "Change in Control Purchase Price"..........  3.9(a)
     "Company Notice"............................  3.8(e)
     "Company Notice Date".......................  3.8(c)
     "Conversion Agent"..........................  2.3
     "Conversion Date"...........................  10.2
     "Conversion Rate"...........................  10.1
     "Depositary"................................  2.1(a)
     "Event of Default"..........................  6.1
     "Exchange Act"..............................  3.8(d)
     "Exchange Party"............................  10.2
     ---------------------------------------------------------------------------

                                       6
<PAGE>

     "Ex-Dividend Time"..........................  10.1
     "Extraordinary Cash Dividend"...............  10.8
     "Institutional Accredited Investors"........  2.1(b)
     "Legal Holiday".............................  11.8
     "Legend"....................................  2.6(f)
     "Market Price"..............................  3.8(d)
     "Notice of Default".........................  6.1
     "Paying Agent"..............................  2.3
     "Purchase Date".............................  3.8(a)
     "Purchase Notice"...........................  3.8(a)
     "Purchase Price"............................  3.8(a)
     "QIB".......................................  2.1(a)
     "Registrar".................................  2.3
     "Rule 144A Information".....................  4.6
     "Sale Price"................................  3.8(d)
     "Securities Act"............................  3.8(d)
     "Spinoff"...................................  10.8
     "Time of Determination".....................  10.1


                Section 1.3   Incorporation by Reference of Trust Indenture Act.
                              -------------------------------------------------
     Whenever this Indenture refers to a provision of the TIA, the provision is
     incorporated by reference in and made a part of this Indenture. The
     following TIA terms used in this Indenture have the following meanings:

                "Commission" means the SEC.

                "indenture securities" means the Securities.

                "indenture security holder" means a Securityholder.

                "indenture to be qualified" means this Indenture.

                "indenture trustee" or "institutional trustee" means the
     Trustee.

                "obligor" on the indenture securities means the Company.

                All other TIA terms used in this Indenture that are defined by
     the TIA, defined by TIA reference to another statute or defined by SEC rule
     have the meanings assigned to them by such definitions.

                Section 1.4   Rules of Construction.  Unless the context
                              ---------------------
     otherwise requires:

                                       7
<PAGE>

                (1) a term has the meaning assigned to it;

                (2) an accounting term not otherwise defined has the meaning
     assigned to it in accordance with generally accepted accounting principles
     as in effect from time to time;

                (3) "or" is not exclusive;

                (4) "including" means including, without limitation; and

                (5) words in the singular include the plural, and words in the
     plural include the singular.

                Section 1.5   Acts of Holders.
                              ---------------

                (a)   Any request, demand, authorization, direction, notice,
     consent, waiver or other action provided by this Indenture to be given or
     taken by Holders may be embodied in and evidenced by one or more
     instruments of substantially similar tenor signed by such Holders in person
     or by agent duly appointed in writing; and, except as herein otherwise
     expressly provided, such action shall become effective when such instrument
     or instruments are delivered to the Trustee and, where it is hereby
     expressly required, to the Company. Such instrument or instruments (and
     the action embodied therein and evidenced thereby) are herein sometimes
     referred to as the "Act" of Holders signing such instrument or instruments.
     Proof of execution of any such instrument or of a writing appointing any
     such agent shall be sufficient for any purpose of this Indenture and
     conclusive in favor of the Trustee and the Company, if made in the manner
     provided in this Section.

                (b)   The fact and date of the execution by any Person of any
     such instrument or writing may be proved by the affidavit of a witness of
     such execution or by a certificate of a notary public or other officer
     authorized by law to take acknowledgments of deeds, certifying that the
     individual signing such instrument or writing acknowledged to such officer
     the execution thereof. Where such execution is by a signer acting in a
     capacity other than such signer's individual capacity, such certificate or
     affidavit shall also constitute sufficient proof of such signer's
     authority. The fact and date of the execution of any such instrument or
     writing, or the authority of the Person executing the same, may also be
     proved in any other manner which the Trustee deems sufficient.

                (c)   The ownership of Registered Securities shall be proved by
     the Register.

                                       8
<PAGE>

                (d)  Any request, demand, authorization, direction, notice,
     consent, waiver or other Act of the Holder of any Security shall bind every
     future Holder of the same Security and the holder of every Security issued
     upon the registration of transfer thereof or in exchange therefor or in
     lieu thereof in respect of anything done, omitted or suffered to be done by
     the Trustee or the Company in reliance thereon, whether or not notation of
     such action is made upon such Security.

                (e)  If the Company shall solicit from the Holders any request,
     demand, authorization, direction, notice, consent, waiver or other Act, the
     Company may, at its option, by or pursuant to a Board Resolution, fix in
     advance a record date for the determination of Holders entitled to give
     such request, demand, authorization, direction, notice, consent, waiver or
     other Act, but the Company shall have no obligation to do so. If such a
     record date is fixed, such request, demand, authorization, direction,
     notice, consent, waiver or other Act may be given before or after such
     record date, but only the Holders of record at the close of business on
     such record date shall be deemed to be Holders for the purposes of
     determining whether Holders of the requisite proportion of Outstanding
     Securities have authorized or agreed or consented to such request, demand,
     authorization, direction, notice, consent, waiver or other Act, and for
     that purpose the Outstanding Securities shall be computed as of such record
     date; provided that no such authorization, agreement or consent by the
     Holders on such record date shall be deemed effective unless it shall
     become effective pursuant to the provisions of this Indenture not later
     than six months after the record date.

                                  ARTICLE II

                                THE SECURITIES

                Section 2.1   Form and Dating. The Securities and the Trustee's
                              ---------------
     certificate of authentication shall be substantially in the form of
     Exhibits A-1 and A-2, which are a part of this Indenture. The Securities
     may have notations, legends or endorsements required by law, stock exchange
     rule or usage (provided that any such notation, legend or endorsement
     required by usage is in a form acceptable to the Company). The Company
     shall provide any such notations, legends or endorsements to the Trustee in
     writing. Each Security shall be dated the date of its authentication.

                (a)  144A Global Securities.  Securities offered and sold within
     the United States to qualified institutional buyers as defined in Rule 144A
     ("QIBs") in reliance on Rule 144A shall be issued, initially in the form of
     a 144A Global Security, which shall be deposited with the Trustee at its
     Corporate Trust Office, as custodian for the Depositary and registered in
     the name of The Depository Trust Company ("DTC") or the nominee thereof
     (such depositary, or any successor thereto, and any such nominee being
     hereinafter referred to as the "Depositary"), duly

                                       9
<PAGE>

executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the 144A Global Securities may from
time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.

          (b)  Institutional Accredited Investor Securities. Except as provided
in this Section 2.1, 2.6 or 2.12, owners of beneficial interests in Global
Securities will not be entitled to receive physical delivery of Certificated
Securities. Securities offered and sold within the United States to
institutional accredited investors as defined in Rule 501(a)(1), (2) (3) and (7)
under the Securities Act ("Institutional Accredited Investors") shall be issued,
initially in the form of an Institutional Accredited Investor Security, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided.

          (c)  Global Securities in General. Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate amount of outstanding
Securities from time to time endorsed thereon and that the aggregate amount of
outstanding Securities represented thereby may from time to time be reduced or
increased, as appropriate, to reflect exchanges, redemptions and conversions.

          Any adjustment of the aggregate principal amount of a Global Security
to reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with
instructions given by the Holder thereof as required by Section 2.12 hereof and
shall be made on the records of the Trustee and the Depositary.

          (d)  Book-Entry Provisions. This Section 2.1(d) shall apply only to
Global Securities deposited with or on behalf of the Depositary.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(d), authenticate and deliver initially one or more Global
Securities that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary's
instructions and (c) shall bear legends substantially to the following effect:

"UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO. OR TO SUCH

                                      10
<PAGE>

OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF."

          (e)  Certificated Securities. Securities not issued as interests in
the Global Securities will be issued in certificated form substantially in the
form of Exhibit A-2 attached hereto.

          Section 2.2    Execution and Authentication.  The Securities shall be
                         ----------------------------
executed on behalf of the Company by any Officer, under its corporate seal
reproduced thereon. The signature of the officer on the Securities may be manual
or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at the time of the execution of the Securities the proper Officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of
authentication of such Securities.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein duly
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder.

          The Trustee shall authenticate and deliver Securities for original
issue in an aggregate Principal Amount at Maturity of up to $4,657,500,000 upon
a Company Order without any further action by the Company.  The aggregate
Principal Amount at Maturity of Securities outstanding at any time may not
exceed the amount set forth in the foregoing sentence, except as provided in
Section 2.7.

          The Securities shall be issued only in registered form without coupons
and only in denominations of $1,000 of Principal Amount at Maturity and any
integral multiple thereof.

                                      11
<PAGE>

          Section 2.3    Registrar, Paying Agent and Conversion Agent. The
                         --------------------------------------------
Company shall maintain an office or agency where Securities may be presented for
registration of transfer or for exchange ("Registrar"), an office or agency
where Securities may be presented for purchase or payment ("Paying Agent") and
an office or agency where Securities may be presented for conversion
("Conversion Agent"). The Registrar shall keep a register of the Securities and
of their transfer and exchange.  The Company may have one or more co-registrars,
one or more additional paying agents and one or more additional conversion
agents.  The term Paying Agent includes any additional paying agent, including
any named pursuant to Section 4.5. The term Conversion Agent includes any
additional conversion agent, including any named pursuant to Section 4.5.

          The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-registrar (other than the
Trustee). The agreement shall implement the provisions of this Indenture that
relate to such agent. The Company shall notify the Trustee of the name and
address of any such agent. If the Company fails to maintain a Registrar, Paying
Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent, Registrar,
Conversion Agent or co-registrar.

          The Company initially appoints the Trustee as Registrar, Conversion
Agent and Paying Agent in connection with the Securities.

          Section 2.4    Paying Agent to Hold Money and Securities in Trust.
                         --------------------------------------------------
Except as otherwise provided herein, on or prior to each due date of payments in
respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or Common
Shares sufficient to make such payments when so becoming due.  The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that the
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money and Common Shares held by the Paying Agent for the making of
payments in respect of the Securities and shall notify the Trustee of any
default by the Company in making any such payment.  At any time during the
continuance of any such default, the Paying Agent shall, upon the written
request of the Trustee, forthwith pay to the Trustee all money and Common Shares
so held in trust.  If the Company, a Subsidiary or an Affiliate of either of
them acts as Paying Agent, it shall segregate the money and Common Shares held
by it as Paying Agent and hold it as a separate trust fund.  The Company at any
time may require a Paying Agent to pay all money and Common Shares held by it to
the Trustee and to account for any funds and Common Shares disbursed by it.
Upon doing so, the Paying Agent shall have no further liability for the money or
Common Shares.

                                      12
<PAGE>

          Section 2.5    Securityholder Lists.  The Trustee shall preserve in as
                         --------------------
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders.  If the Trustee is not the
Registrar, the Company shall cause to be furnished to the Trustee at least
semiannually on May 1 and November 1 a listing of Securityholders dated within
15 days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders.

          Section 2.6    Transfer and Exchange.  Subject to Section 2.12 hereof,
                         ---------------------
(a) upon surrender for registration of transfer of any Security, together with a
written instrument of transfer satisfactory to the Registrar duly executed by
the Securityholder or such Securityholder's attorney duly authorized in writing,
at the office or agency of the Company designated as Registrar or co-registrar
pursuant to Section 2.3, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of any authorized denomination or
denominations, of a like aggregate Principal Amount at Maturity.  The Company
shall not charge a service charge for any registration of transfer or exchange,
but the Company may require payment of a sum sufficient to pay all taxes,
assessments or other governmental charges that may be imposed in connection with
the transfer or exchange of the Securities from the Securityholder requesting
such transfer or exchange.

          At the option of the Holder, Securities may be exchanged for other
Securities of any authorized denomination or denominations, of a like aggregate
Principal Amount at Maturity, upon surrender of the Securities to be exchanged,
together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Securityholder or such Securityholder's attorney duly
authorized in writing, at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

          The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of Securities selected for redemption (except,
in the case of Securities to be redeemed in part, the portion thereof not to be
redeemed) or any Securities in respect of which a Purchase Notice or Change in
Control Purchase Notice has been given and not withdrawn by the Holder thereof
in accordance with the terms of this Indenture (except, in the case of
Securities to be purchased in part, the portion thereof not to be purchased) or
any Securities for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed.

                                      13
<PAGE>

          (b)  Notwithstanding any provision to the contrary herein, so long as
a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made
only in accordance with Section 2.12 and this Section 2.6(b). Transfers of a
Global Security shall be limited to transfers of such Global Security in whole,
or in part, to nominees of the Depositary or to a successor of the Depositary or
such successor's nominee.

          (c)  Successive registrations and registrations of transfers and
exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities.

          (d)  Any Registrar appointed pursuant to Section 2.3 hereof shall
provide to the Trustee such information as the Trustee may reasonably require in
connection with the delivery by such Registrar of Securities upon transfer or
exchange of Securities.

          (e)  No Registrar shall be required to make registrations of transfer
or exchange of Securities during any periods designated in the text of the
Securities or in this Indenture as periods during which such registration of
transfers and exchanges need not be made.

          (f)  If Securities are issued upon the transfer, exchange or
replacement of Securities subject to restrictions on transfer and bearing the
legends set forth on the form of Security attached hereto as Exhibits A-1 and A-
2 setting forth such restrictions (collectively, the "Legend"), or if a request
is made to remove the Legend on a Security, the Securities so issued shall bear
the Legend, or the Legend shall not be removed, as the case may be, unless there
is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an Opinion of Counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply
with the provisions of Rule 144A or Rule 144 under the Securities Act or that
such Securities are not "restricted" within the meaning of Rule 144 under the
Securities Act.  Upon (i) provision of such satisfactory evidence, or (ii)
notification by the Company to the Trustee and registrar of the sale of such
Security pursuant to a registration statement that is effective at the time of
such sale, the Trustee, at the written direction of the Company, shall
authenticate and deliver a Security that does not bear the Legend.  If the
Legend is removed from the face of a Security and the Security is subsequently
held by an Affiliate of the Company, the Legend shall be reinstated.

          Section 1.7    Replacement Securities.  If (a) any mutilated Security
                         ----------------------
is surrendered to the Trustee, or (b) the Company and the Trustee receive
evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is


                                      14
<PAGE>

delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and upon its written request the
Trustee shall authenticate and deliver, in exchange for any such mutilated
Security or in lieu of any such destroyed, lost or stolen Security, a new
Security of like tenor and Principal Amount at Maturity, bearing a number not
contemporaneously outstanding.

          In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, or is about to be purchased by the
Company pursuant to Article 3 hereof, the Company in its discretion may, instead
of issuing a new Security, pay or purchase such Security, as the case may be.

          Upon the issuance of any new Securities under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

          Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all benefits of this Indenture equally and proportionately with any
and all other Securities duly issued hereunder.

          The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

          Section 2.8    Outstanding Securities; Determinations of Holders'
                         ---------------------------------------------------
Action.  Securities outstanding at any time are all the Securities authenticated
------
by the Trustee except for those cancelled by it, those paid pursuant to Section
2.7 delivered to it for cancellation and those described in this Section 2.8 as
not outstanding.  A Security does not cease to be outstanding because the
Company or an Affiliate thereof holds the Security; provided, however, that in
determining whether the Holders of the requisite Principal Amount at Maturity of
Securities have given or concurred in any request, demand, authorization,
direction, notice, consent or waiver hereunder, Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded.  Subject to the foregoing,


                                      15
<PAGE>

only Securities outstanding at the time of such determination shall be
considered in any such determination (including, without limitation,
determinations pursuant to Articles 6 and 9).

          If a Security is replaced pursuant to Section 2.7, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

          If the Paying Agent holds, in accordance with this Indenture, on a
Redemption Date, or on the Business Day following the Purchase Date or a Change
in Control Purchase Date, or on Stated Maturity, money or securities, if
permitted hereunder, sufficient to pay Securities payable on that date, then
immediately after such Redemption Date, Purchase Date, Change in Control
Purchase Date or Stated Maturity, as the case may be, such Securities shall
cease to be outstanding and Original Issue Discount and interest, if any, on
such Securities shall cease to accrue; provided, that if such Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made.

          If a Security is converted in accordance with Article 10, then from
and after the time of conversion on the Conversion Date, such Security shall
cease to be outstanding and Original Issue Discount and interest, if any, shall
cease to accrue on such Security.

          Section 2.9    Temporary Securities. Pending the preparation of
                         --------------------
definitive Securities, the Company may execute, and upon Company Order the
Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities.

          If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at the office
or agency of the Company designated for such purpose pursuant to Section 2.3,
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like Principal Amount at
Maturity of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.


                                      16
<PAGE>

          Section 2.10    Cancellation.  All Securities surrendered for payment,
                          ------------
purchase by the Company pursuant to Article 3, conversion, redemption or
registration of transfer or exchange (other than Securities exchanged pursuant
to Section 10.2) shall, if surrendered to any person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it.  The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly cancelled
by the Trustee.  The Company may not issue new Securities to replace Securities
it has paid or delivered to the Trustee for cancellation or that any Holder has
converted pursuant to Article 10.  No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee's customary procedure.

          Section 2.11    Persons Deemed Owners.  Prior to due presentment of a
                          ---------------------
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of the Security or the payment of any Redemption Price, Purchase Price
or Change in Control Purchase Price in respect thereof, and interest thereon,
for the purpose of conversion and for all other purposes whatsoever, whether or
not such Security be overdue, and neither the Company, the Trustee nor any agent
of the Company or the Trustee shall be affected by notice to the contrary.

          Section 2.12    Global Securities.
                          -----------------

          (a)  Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be
made only in accordance with Section 2.6 and Section 2.12(a)(i), (B) transfers
of a beneficial interest in a Global Security for a Certificated Security shall
comply with Section 2.6 and Section 2.12(a)(ii) below, and (C) transfers of a
Certificated Security shall comply with Section 2.6 and Section 2.12(a)(iii) and
(iv) below.

               (i)   Transfer of Global Security.  A Global Security may not  be
     transferred, in whole or in part, to any Person other than the Depositary
     or a nominee or any successor thereof, and no such transfer to any such
     other Person may be registered; provided that this clause (i) shall not
     prohibit any transfer of a Security that is issued in exchange for a Global
     Security but is not itself a Global Security.  No transfer of a Security to
     any Person shall be effective under this Indenture or the Securities unless
     and until such Security has been registered in the name of such Person.
     Nothing in this Section


                                      17
<PAGE>

2.12(a)(i) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Security effected in accordance with the other provisions
of this Section 2.12(a).

               (ii)  Restrictions on Transfer of a Beneficial Interest in a
Global Security for a Certificated Security. A beneficial interest in a Global
Security may not be exchanged for a Certificated Security except upon
satisfaction of the requirements set forth below. Upon receipt by the Trustee of
a transfer of a beneficial interest in a Global Security in accordance with
Applicable Procedures for a Certificated Security in the form satisfactory to
the Trustee, together with:

               (A) so long as the Securities are Restricted Securities,
               certification, in the form set forth in Exhibit B-1, and, if
               requested by the Company or the Registrar, certification in the
               form set forth in Exhibit B-2, that such beneficial interest in
               the Global Security is being transferred to an Institutional
               Accredited Investor in accordance with subparagraphs (a)(1), (2),
               (3) or (7) of Rule 501 under the Securities Act;

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

               (C) if the Company or Registrar so requests, an opinion of
               counsel or other evidence reasonably satisfactory to them as to
               the compliance with the restrictions set forth in the Legend,
               then the Trustee shall cause, or direct the Registrar to cause,
               in accordance with the standing instructions and procedures
               existing between the Depositary and the Registrar, the aggregate
               Principal Amount at Maturity of Securities represented by the
               Global Security to be decreased by the aggregate Principal Amount
               at Maturity of the Certificated Security to be issued, shall
               issue such Certificated Security and shall debit or cause to be
               debited to the account of the Person specified in such
               instructions a beneficial interest in the Global Security equal
               to the Principal Amount at Maturity of the Certificated Security
               so issued.


                                      18
<PAGE>

               (iii)  Transfer and Exchange of Certificated Securities. When
     Certificated Securities are presented to the Registrar with a request:

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

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

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

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

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

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

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

               (iv)  Restrictions on Transfer of a Certificated Security for a
     Beneficial Interest in a Global Security.  A Certificated


                                      19
<PAGE>

     Security may not be exchanged for a beneficial interest in a Global
     Security except upon satisfaction of the requirements set forth below.

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

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

          (II) written instructions directing the Trustee to make, or
          to direct the Registrar to make, an adjustment on its books
          and records with respect to such Global Security to reflect
          an increase in the aggregate Principal Amount at Maturity of
          the Securities represented by the Global Security, such
          instructions to contain information regarding the Depositary
          account to be credited with such increase, then the Trustee
          shall cancel such Certificated Security and cause, or direct
          the Registrar to cause, in accordance with the standing
          instructions and procedures existing between the Depositary
          and the Registrar, the aggregate Principal Amount at
          Maturity of Securities represented by the Global Security to
          be increased by the aggregate Principal Amount at Maturity
          of the Certificated Security to be exchanged, and shall
          credit or cause to be credited to the account of the Person
          specified in such instructions a beneficial interest in the
          Global Security equal to the Principal Amount at Maturity of
          the Certificated Security so cancelled. If no Global
          Securities are then outstanding, the Company shall issue and
          the Trustee shall authenticate, upon written order of the
          Company in the form of an Officers' Certificate, a new
          Global Security in the appropriate Principal Amount at
          Maturity.

          (b)  Subject to the succeeding paragraph, every Security shall be
subject to the restrictions on transfer provided in the Legend including the
delivery of an opinion of counsel, if so provided. Whenever any Restricted
Security is presented or surrendered for registration of transfer or for
exchange for a Security registered in a name other than that of the Holder, such
Security must be accompanied by a

                                      20
<PAGE>

certificate in substantially the form set forth in Exhibit B-1, dated the date
of such surrender and signed by the Holder of such Security, as to compliance
with such restrictions on transfer. The Registrar shall not be required to
accept for such registration of transfer or exchange any Security not so
accompanied by a properly completed certificate.

          (c)  The restrictions imposed by the Legend upon the transferability
of any Security shall cease and terminate when such Security has been sold
pursuant to an effective registration statement under the Securities Act or
transferred in compliance with Rule 144 under the Securities Act (or any
successor provision thereto) or, if earlier, upon the expiration of the holding
period applicable to sales thereof under Rule 144(k) under the Securities Act
(or any successor provision). Any Security as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have
terminated may, upon a surrender of such Security for exchange to the Registrar
in accordance with the provisions of this Section 2.12 (accompanied, in the
event that such restrictions on transfer have terminated by reason of a transfer
in compliance with Rule 144 or any successor provision, by an opinion of counsel
having substantial experience in practice under the Securities Act and otherwise
reasonably acceptable to the Company, addressed to the Company and in form
acceptable to the Company, to the effect that the transfer of such Security has
been made in compliance with Rule 144 or such successor provision), be exchanged
for a new Security, of like tenor and aggregate Principal Amount at Maturity,
which shall not bear the restrictive Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the
Securities under the Securities Act. The Trustee shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
aforementioned opinion of counsel or registration statement.

          (d)  As used in the preceding two paragraphs of this Section 2.12, the
term "transfer" encompasses any sale, pledge, transfer, hypothecation or other
disposition of any Security.

          (e)  The provisions of clauses (1), (2), (3) and (4) below shall apply
only to Global Securities:

          (1)  Notwithstanding any other provisions of this Indenture or the
               Securities, except as provided in Section 2.12(a)(ii), a Global
               Security shall not be exchanged in whole or in part for a
               Security registered in the name of any Person other than the
               Depositary or one or more nominees thereof, provided that a
               Global Security may be exchanged for Securities registered in the
               names of any person designated by the depositary in the event
               that (i) the Depositary has notified the Company that it

                                      21
<PAGE>

               is unwilling or unable to continue as Depositary for such Global
               Security or such Depositary has ceased to be a "clearing agency"
               registered under the Exchange Act, and a successor Depositary is
               not appointed by the Company within 90 days or (ii) an Event of
               Default has occurred and is continuing with respect to the
               Securities. Any Global Security exchanged pursuant to clause (i)
               above shall be so exchanged in whole and not in part, and any
               Global Security exchanged pursuant to clause (ii) above may be
               exchanged in whole or from time to time in part as directed by
               the Depositary. Any Security issued in exchange for a Global
               Security or any portion thereof shall be a Global Security;
               provided that any such Security so issued that is registered in
               the name of a Person other than the Depositary or a nominee
               thereof shall not be a Global Security.

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

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

                                      22
<PAGE>

               Securities.

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

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

          Section 2.13   CUSIP Numbers.  The Company may issue the Securities
                         -------------
with one or more "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Company will promptly notify the Trustee of any change in the CUSIP numbers.

                                  ARTICLE III

                           REDEMPTION AND PURCHASES

          Section 3.1    Right to Redeem; Notices to Trustee.  The Company, at
                         -----------------------------------
its option, may redeem the Securities in accordance with the provisions of

                                      23
<PAGE>

paragraph 5 of the Securities. If the Company elects to redeem Securities
pursuant to paragraph 5 of the Securities, it shall notify the Trustee in
writing of the Redemption Date, the Principal Amount at Maturity of Securities
to be redeemed and the Redemption Price.

          The Company shall give the notice to the Trustee provided for in this
Section 3.1 by a Company Order, at least 20 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

          Section 3.2    Selection of Securities to Be Redeemed.  If less than
                         --------------------------------------
all  the Securities are to be redeemed, unless the procedures of the Depositary
provide otherwise, the Trustee shall select the Securities to be redeemed on a
pro rata basis (so long as such method is not prohibited by the rules of any
stock exchange on which the Securities are then listed).  The Trustee shall make
the selection at least 15 days but not more than 60 days before the Redemption
Date from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the Principal Amount at Maturity
of Securities that have denominations larger than $1,000.

          Securities and portions of them the Trustee selects shall be in
Principal Amounts at Maturity of $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.  The Trustee shall notify
the Company promptly of the Securities or portions of Securities to be redeemed.

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

          Section 3.3    Notice of Redemption. At least 15 days but not more
                         --------------------
than 60 days before a Redemption Date, the Company shall mail a notice of
redemption by first-class mail, postage prepaid, to each Holder of Securities to
be redeemed.

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

          (1)  the Redemption Date;

          (2)  the Redemption Price;

                                      24
<PAGE>

          (3)  the Conversion Rate;

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

          (5)  that Securities called for redemption may be converted at any
               time before the close of business on the date that is two
               Business Days prior to the Redemption Date;

          (6)  that Holders who want to convert Securities must satisfy the
               requirements set forth in paragraph 8 of the Securities;

          (7)  that Securities called for redemption must be surrendered to the
               Paying Agent to collect the Redemption Price;

          (8)  if fewer than all the outstanding Securities are to be redeemed,
               the certificate numbers, if any, and Principal Amounts at
               Maturity of the particular Securities to be redeemed;

          (9)  that, unless the Company defaults in making payment of such
               Redemption Price, Original Issue Discount on Securities called
               for redemption will cease to accrue on and after the Redemption
               Date; and

          (10) the CUSIP number of the Securities.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense, provided that the
Company makes such request at least three Business Days prior to the date by
which such notice of redemption must be given to Holders in accordance with this
Section 3.3.

          Section 3.4    Effect of Notice of Redemption.  Once notice of
                         ------------------------------
redemption is given, Securities called for redemption become due and payable on
the Redemption Date and at the Redemption Price stated in the notice except for
Securities which are converted in accordance with the terms of this Indenture.
Upon surrender to the Paying Agent, such Securities shall be paid at the
Redemption Price stated in the notice.

          Section 3.5    Deposit of Redemption Price.  Prior to 10:00 a.m. (New
                         ---------------------------
York City Time), on the Redemption Date, the Company shall deposit with the
Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to
pay the

                                      25
<PAGE>

Redemption Price of all Securities to be redeemed on that date other than
Securities or portions of Securities called for redemption which on or prior
thereto have been delivered by the Company to the Trustee for cancellation or
have been converted. The Paying Agent shall as promptly as practicable return to
the Company any money not required for that purpose because of conversion of
Securities pursuant to Article 10. If such money is then held by the Company in
trust and is not required for such purpose it shall be discharged from such
trust.

          Section 3.6    Securities Redeemed in Part.  Upon surrender of a
                         ---------------------------
Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate and deliver to the Holder a new Security in an authorized
denomination equal in Principal Amount at Maturity to the unredeemed portion of
the Security surrendered.

          Section 3.7    Conversion Arrangement on Call for Redemption.  In
                         ---------------------------------------------
connection with any redemption of Securities, the Company may arrange for the
purchase and conversion of any Securities called for redemption by an agreement
with one or more investment bankers or other purchasers to purchase such
Securities by paying to the Trustee in trust for the Securityholders, on or
prior to 10:00 a.m. New York City time on the Redemption Date, an amount that,
together with any amounts deposited with the Trustee by the Company for the
redemption of such Securities, is not less than the Redemption Price of such
Securities.  Notwithstanding anything to the contrary contained in this Article
3, the obligation of the Company to pay the Redemption Price of such Securities
shall be deemed to be satisfied and discharged to the extent such amount is so
paid by such purchasers.  If such an agreement is entered into, any Securities
not duly surrendered for conversion by the Holders thereof may, at the option of
the Company, be deemed, to the fullest extent permitted by law, acquired by such
purchasers from such Holders and (notwithstanding anything to the contrary
contained in Article 10) surrendered by such purchasers for conversion, all as
of immediately prior to the close of business on the Business Day prior to the
Redemption Date, subject to payment of the above amount as aforesaid.  The
Trustee shall hold and pay to the Holders whose Securities are selected for
redemption any such amount paid to it for purchase and conversion in the same
manner as it would moneys deposited with it by the Company for the redemption of
Securities.  Without the Trustee's prior written consent, no arrangement between
the Company and such purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such purchasers, including the costs and expenses incurred by the
Trustee in the defense of any claim or liability arising out of or in connection
with the exercise or performance

                                      26
<PAGE>

of any of its powers, duties, responsibilities or obligations under this
Indenture.

          Section 3.8    Purchase of Securities at Option of the Holder.
                         ----------------------------------------------

          (a)  General.  Securities shall be purchased by the Company pursuant
to paragraph 6 of the Securities as of November 17, 2001, November 17, 2003,
November 17, 2005, November 17, 2007, and November 17 , 2014 (each, a "Purchase
Date"), at the purchase price set forth below (each, a "Purchase Price", as
applicable):

                                     Purchase Price per $1,000
            Purchase Date           Principal Amount at Maturity
          -----------------         ----------------------------
          November 17, 2001                   $752.82
          November 17, 2003                   $775.66
          November 17, 2005                   $799.19
          November 17, 2007                   $823.44
          November 17, 2014                   $914.24


Purchases of Securities hereunder shall be made, at the option of the Holder
thereof, upon:

          (1)  delivery to the Paying Agent by the Holder of a written notice of
               purchase (a "Purchase Notice") at any time from the opening of
               business on the date that is 20 Business Days prior to a Purchase
               Date until the close of business on the fifth Business Day prior
               to such Purchase Date stating:

               (A) the certificate number of the Security which the Holder will
               deliver to be purchased,

               (B) the portion of the Principal Amount at Maturity of the
               Security which the Holder will deliver to be purchased, which
               portion must be in principal amounts of maturity of $1,000 or an
               integral multiple thereof,

               (C) that such Security shall be purchased as of the Purchase Date
               pursuant to the terms and conditions specified in paragraph 6 of
               the Securities and in this Indenture, and

               (D) in the event the Company elects, pursuant to Section 3.8(b),
               to pay the Purchase Price to be paid on November 17, 2001, in
               whole or in part, in Common Shares but such portion

                                      27
<PAGE>

               of the Purchase Price shall ultimately be payable to such Holder
               entirely in cash because any of the conditions to payment of the
               Purchase Price in Common Shares is not satisfied prior to the
               close of business on November 17, 2001, as set forth in Section
               3.8(d), whether such Holder elects (i) to withdraw such Purchase
               Notice as to some or all of the Securities to which such Purchase
               Notice relates (stating the Principal Amount at Maturity and
               certificate numbers, if any, of the Securities as to which such
               withdrawal shall relate), or (ii) to receive cash in respect of
               the entire Purchase Price for all Securities (or portions
               thereof) to which such Purchase Notice relates; and

               (E) delivery of such Security to the Paying Agent prior to, on or
               after the Purchase Date (together with all necessary
               endorsements) at the offices of the Paying Agent, such delivery
               being a condition to receipt by the Holder of the Purchase Price
               therefor; provided, however, that such Purchase Price shall be so
               paid pursuant to this Section 3.8 only if the Security so
               delivered to the Paying Agent shall conform in all respects to
               the description thereof in the related Purchase Notice, as
               determined by the Company.

          If a Holder, in such Holder's Purchase Notice and in any written
notice of withdrawal delivered by such Holder pursuant to the terms of Section
3.10, fails to indicate such Holder's choice with respect to the election set
forth in clause (D) of Section 3.8(a)(1), such Holder shall be deemed to have
elected to receive cash in respect of the Purchase Price for all Securities
subject to such Purchase Notice in the circumstances set forth in such clause
(D).

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.8, a portion of a Security if the Principal Amount at Maturity of such
portion is $1,000 or an integral multiple of $1,000.  Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.8 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Purchase Date and the
time of delivery of the Security.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section

                                      28
<PAGE>

3.8(a) shall have the right to withdraw such Purchase Notice at any time prior
to the close of business on the Purchase Date by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.10.

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

          (b)  Company's Right to Elect Manner of Payment of Purchase Price for
Payment on November 17, 2001.  The Securities to be purchased on November 17,
2001 pursuant to Section 3.8(a) may be paid for, at the election of the Company,
in U.S. legal tender ("cash") or Common Shares, or in any combination of cash
and Common Shares, subject to the conditions set forth in Sections 3.8(c) and
(d). The Company shall designate, in the Company Notice delivered pursuant to
Section 3.8(e), whether the Company will purchase the Securities for cash or
Common Shares, or, if a combination thereof, the percentages of the Purchase
Price of Securities in respect of which it will pay in cash or Common Shares;
provided that the Company will pay cash for fractional interests in Common
Shares.  For purposes of determining the existence of potential fractional
interests, all Securities subject to purchase by the Company held by a Holder
shall be considered together (no matter how many separate certificates are to be
presented). Each Holder whose Securities are purchased pursuant to this Section
3.8 shall receive the same percentage of cash or Common Shares in payment of the
Purchase Price for such Securities, except (i) as provided in Section 3.8(d)
with regard to the payment of cash in lieu of fractional shares of Common Shares
and (ii) in the event that the Company is unable to purchase the Securities of a
Holder or Holders for Common Shares because any necessary qualifications or
registrations of the Common Shares under applicable state securities laws cannot
be obtained, the Company may purchase the Securities of such Holder or Holders
for cash. The Company may not change its election with respect to the
consideration (or components or percentages of components thereof) to be paid
once the Company has given its Company Notice to Securityholders except pursuant
to this Section 3.8(b) or pursuant to Section 3.8(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 Shares.

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

               (i)   if the Purchase Date is November 17, 2001, the manner of
     payment selected by the Company,

               (ii)  the information required by Section 3.8(e),

               (iii) if the Purchase Date is November 17, 2001, if

                                      29
<PAGE>

     the Company elects to pay the Purchase Price, or a specified
     percentage thereof, in Common Shares, that the conditions to such
     manner of payment set forth in Section 3.8(d) have been or will be
     complied with, and

               (iv)  whether the Company desires the Trustee to give
     the Company Notice required by Section 3.8(e).

          (c)  Purchase with Cash. On November 17, 2001, at the option of the
Company, the Purchase Price of Securities in respect of which a Purchase Notice
pursuant to Section 3.8(a) has been given, or a specified percentage thereof,
may be paid by the Company with cash equal to the aggregate Purchase Price of
such Securities. The Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 3.8(a) has been given shall, for all other Purchase
Dates, be paid in cash. The Company Notice, as provided in Section 3.8(e), shall
be sent to Holders (and to beneficial owners as required by applicable law) not
less than 20 Business Days prior to such Purchase Date (the "Company Notice
Date").

          (d)  Payment by Issuance of Common Shares. On November 17, 2001, at
the option of the Company, the Purchase Price of Securities in respect of which
a Purchase Notice pursuant to Section 3.8(a) has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number of
Common Shares equal to the quotient obtained by dividing (i) the amount of cash
to which the Securityholders would have been entitled had the Company elected to
pay all or such specified percentage, as the case may be, of the Purchase Price
of such Securities in cash by (ii) the Market Price of a Common Share, subject
to the next succeeding paragraph.

          The Company will not issue a fractional Common Share in payment of the
Purchase Price. Instead the Company will pay cash for the current market value
of the fractional share. The current market value of a fraction of a share shall
be determined by multiplying the Market Price by such fraction and rounding the
product to the nearest whole cent. It is understood that if a Holder elects to
have more than one Security purchased, the number of Common Shares shall be
based on the aggregate amount of Securities to be purchased.

          If the Company elects to purchase the Securities by the issuance of
Common Shares on November 17, 2001, the Company Notice, as provided in Section
3.8(e), shall be sent to the Holders (and to beneficial owners as required by
applicable law) not later than the Company Notice Date.

          The Company's right to exercise its election to purchase Securities
on November 17, 2001 through the issuance of Common Shares shall be conditioned

                                      30
<PAGE>

upon:

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

               (ii)   the registration of such Common Shares under the
     Securities Act of 1933, as amended (the "Securities Act"), or the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     in each case, if required;

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

               (iv)   the receipt by the Trustee of an Officers'
     Certificate and an Opinion of Counsel each stating that (A) the
     terms of the issuance of the Common Shares are in conformity with
     this Indenture and (B) the Common Shares to be issued by the
     Company in payment of the Purchase Price in respect of Securities
     have been duly authorized and, when issued and delivered pursuant
     to the terms of this Indenture in payment of the Purchase Price
     in respect of the Securities, will be validly issued, fully paid
     and non-assessable and, to the best of such counsel's knowledge,
     free from preemptive rights, and, in the case of such Officers'
     Certificate, stating that conditions above and the condition set
     forth in the second succeeding sentence have been satisfied and,
     in the case of such Opinion of Counsel, stating that conditions
     above has been satisfied.

          Such Officers' Certificate shall also set forth the number of Common
Shares to be issued for each $1,000 Principal Amount at Maturity of Securities
and the Sale Price of a Common Share on each trading day during the period
commencing on the first trading day of the period during which the Market Price
is calculated and ending on November 17, 2001. The Company may pay the Purchase
Price (or any portion thereof) in Common Shares only if the information
necessary to calculate the Market Price is published in a daily newspaper of
national circulation. If the foregoing conditions are not satisfied with respect
to a Holder or Holders prior to the close of business on the Purchase Date and
the Company has elected to purchase the Securities pursuant to this Section 3.8
through the issuance of Common Shares, the Company shall pay the entire Purchase
Price of the Securities of such Holder or Holders in cash.

                                      31
<PAGE>

          The "Market Price" means the average of the Sale Prices of the Common
Shares for the five trading day period ending on (if the third Business Day
prior to the applicable Purchase Date is a trading day, or if not, then on the
last trading day prior to) the third Business Day prior to the applicable
Purchase Date, appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such Purchase Date, of any event described in
Section 10.6, 10.7 or 10.8; subject, however, to the conditions set forth in
Sections 10.9 and 10.10.

          The "Sale Price" of the Common Shares on any date means the closing
per share sale price (or, if no closing sale price is reported, the average of
the bid and ask prices or, if more than one in either case, the average of the
average bid and average ask prices) on such date as reported in the composite
transactions for the principal United States securities exchange on which the
Common Shares are traded or, if the Common Shares are not listed on a United
States national or regional securities exchange, as reported by the National
Association of Securities Dealers Automated Quotation System or by the National
Quotation Bureau Incorporated.  In the absence of such quotations, the Company
shall be entitled to determine the sales price on the basis of such quotations
as it considers appropriate.

          Upon determination of the actual number of Common Shares to be issued
for each $1,000 Principal Amount at Maturity of Securities, the Company will
publish such determination on the Company's Web site on the World Wide Web.

          (e)  Notice of Election. In connection with any purchase of Securities
pursuant to paragraph 6 of the Securities, the Company shall give notice to
Holders setting forth information specified in this Section 3.8(e) (the "Company
Notice").

          In the event the Company has elected to pay the Purchase Price (or a
specified percentage thereof) with Common Shares on November 17, 2001, the
Company Notice shall:

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

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

          (3)  state that because the Market Price of Common Shares will be

                                      32
<PAGE>

               determined prior to the Purchase Date, Holders will bear the
               market risk with respect to the value of the Common Shares to be
               received from the date such Market Price is determined to the
               Purchase Date.

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

               (i)    the Purchase Price and the Conversion Rate;

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

               (iii)  that Securities as to which a Purchase Notice
     has been given may be converted if they are otherwise convertible
     only in accordance with Article 10 hereof and paragraph 8 of the
     Securities if the applicable Purchase Notice has been withdrawn
     in accordance with the terms of this Indenture;

               (iv)   that Securities must be surrendered to the
     Paying Agent to collect payment;

               (v)    that the Purchase Price for any security as to
     which a Purchase Notice has been given and not withdrawn will be
     paid promptly following the later of the Purchase Date and the
     time of surrender of such Security as described in (iv);

               (vi)   the procedures the Holder must follow to
     exercise rights under Section 3.8 and a brief description of
     those rights;

               (vii)  briefly, the conversion rights of the Securities;

               (viii) the procedures for withdrawing a Purchase Notice
     (including, without limitation, for a conditional withdrawal
     pursuant to the terms of Section 3.8(a)(1)(D) or Section 3.10);

               (ix)   that, unless the Company defaults in making
     payment on Securities for which a Purchase Notice has been
     submitted, Original Issue Discount on such Securities will cease
     to accrue on the Purchase Date; and

               (x)    the CUSIP number of the Securities.

                                      33
<PAGE>

          At the Company's request, the Trustee shall give such Company Notice
in the Company's name and at the Company's expense; provided, however, that, in
all cases, the text of such Company Notice shall be prepared by the Company.

          (f)  Covenants of the Company. All shares of Common Shares delivered
upon purchase of the Securities shall be newly issued shares or treasury shares,
shall be duly authorized, validly issued, fully paid and nonassessable,  and
shall be free from preemptive rights and free of any lien or adverse claim.

          The Company shall use its best efforts to list or cause to have quoted
any Common Shares to be issued to purchase Securities on each national
securities exchange or over-the-counter or other domestic market on which the
Common Shares are then listed or quoted.

          (g)  Procedure upon Purchase. The Company shall deposit cash (in
respect of a cash purchases under Section 3.8 or for fractional interests, as
applicable) or Common Shares, or a combination thereof, as applicable, at the
time and in the manner as provided in Section 3.11, sufficient to pay the
aggregate Purchase Price of all Securities to be purchased pursuant to this
Section 3.8. As soon as practicable after the Purchase Date, the Company shall
deliver to each Holder entitled to receive Common Shares through the Paying
Agent, a certificate for the number of full Common Shares issuable in payment of
the Purchase Price and cash in lieu of any fractional interests. The person in
whose name the certificate for Common Shares is registered shall be treated as a
holder of record of Common Shares on the Business Day following the Purchase
Date. Subject to Section 3.8(d), no payment or adjustment will be made for
dividends on the Common Shares the record date for which occurred on or prior to
the Purchase Date.

          (h)  Taxes.  If a Holder of a Security purchased on November 17, 2001
is paid in Common Shares, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on such issue of Common Shares. However, the
Holder shall pay any such tax which is due because the Holder requests the
Common Shares to be issued in a name other than the Holder's name. The Paying
Agent may refuse to deliver the certificates representing the Common Shares
being issued in a name other than the Holder's name until the Paying Agent
receives a sum sufficient to pay any tax which will be due because the Common
Shares are to be issued in a name other than the Holder's name. Nothing herein
shall preclude any income tax withholding required by law or regulations.


          Section 3.9  Purchase of Securities at Option of the Holder upon
                       ---------------------------------------------------

                                      34
<PAGE>

Change in Control.
-----------------

          (a)  If on or prior to November 17, 2007 there shall have occurred a
Change in Control, Securities shall be purchased by the Company, at the option
of the Holder thereof, at a purchase price specified in paragraph 6 of the
Securities (the "Change in Control Purchase Price"), as of the date that is 35
Business Days after the occurrence of the Change in Control (the "Change in
Control Purchase Date"), subject to satisfaction by or on behalf of the Holder
of the requirements set forth in Section 3.9(c).

          A "Change in Control" shall be deemed to have occurred at such time as
either of the following events shall occur:

               (i)    There shall be consummated any share exchange,
     consolidation or merger of the Company pursuant to which the
     Common Shares would be converted into cash, securities or other
     property, in each case other than a share exchange, consolidation
     or merger of the Company in which the holders of the Common
     Shares immediately prior to the share exchange, consolidation or
     merger have, directly or indirectly, at least a majority of the
     total voting power in the aggregate of all classes of Capital
     Stock of the continuing or surviving corporation immediately
     after the share exchange, consolidation or merger; or

               (ii)   There is a report filed on Schedule 13D or TO
     (or any successor schedule, form or report) pursuant to the
     Exchange Act, disclosing that any person (for the purposes of
     this Section 3.9 only, as the term "person" is used in Section
     13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
     beneficial owner (as the term "beneficial owner" is defined under
     Rule 13d-3 or any successor rule or regulation promulgated under
     the Exchange Act) of 50% or more of the voting power of the
     Common Shares then outstanding; provided, however, that a person
     shall not be deemed beneficial owner of, or to own beneficially,
     (A) any securities tendered pursuant to a tender or exchange
     offer made by or on behalf of such person or any of such person's
     Affiliates or Associates until such tendered securities are
     accepted for purchase or exchange thereunder, or (B) any
     securities if such beneficial ownership (1) arises solely as a
     result of a revocable proxy delivered in response to a proxy or
     consent solicitation made pursuant to the applicable rules and
     regulations under the Exchange Act, and (2) is not also then
     reportable on Schedule 13D (or any successor schedule) under the
     Exchange Act.

                                      35
<PAGE>

Notwithstanding the foregoing provisions of this Section 3.9, a Change in
Control shall not be deemed to have occurred by virtue of the Company, any
Subsidiary, any employee Shares ownership plan or any other employee benefit
plan of the Company or any Subsidiary, or any person holding Common Shares for
or pursuant to the terms of any such employee benefit plan, filing or becoming
obligated to file a report under or in response to Schedule 13D or Schedule TO
(or any successor schedule, form or report) under the Exchange Act disclosing
beneficial ownership by it of shares of Common Shares, whether in excess of 50%
or otherwise.

          "Associate" shall have the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act, as in effect on the
date hereof.

          (b)  Within 15 Business Days after the occurrence of a Change in
Control, the Company shall mail a written notice of the Change in Control by
first-class mail to the Trustee and to each Holder (and to beneficial owners as
required by applicable law).  The notice shall include a form of Change in
Control Purchase Notice to be completed by the Securityholder and shall state:

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

          (2)  the date by which the Change in Control Purchase Notice pursuant
               to this Section 3.9 must be given;

          (3)  the Change in Control Purchase Date;

          (4)  the Change in Control Purchase Price;

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

          (6)  the Conversion Rate and any adjustments thereto;

          (7)  that Securities as to which a Change in Control Purchase Notice
               has been given may be converted if they are otherwise convertible
               pursuant to Article 10 hereof only if the Change in Control
               Purchase Notice has been withdrawn in accordance with the terms
               of this Indenture;

          (8)  that Securities must be surrendered to the Paying Agent to
               collect payment;

                                      36
<PAGE>

          (9)  that the Change in Control Purchase Price for any Security as to
               which a Change in Control Purchase Notice has been duly given and
               not withdrawn will be paid promptly following the later of the
               Change in Control Purchase Date and the time of surrender of such
               Security as described in (8);

          (10) briefly, the procedures the Holder must follow to exercise rights
               under this Section 3.9;

          (11) briefly, the conversion rights, if any, of the Securities;

          (12) the procedures for withdrawing a Change in Control Purchase
               Notice;

          (13) that, unless the Company defaults in making payment of such
               Change in Control Purchase Price, Original Issue Discount on
               Securities surrendered for purchase by the Company will cease to
               accrue on and after the Change in Control Purchase Date; and

          (14) the CUSIP number of the Securities.

          (c)  A Holder may exercise its rights specified in Section 3.9(a) upon
delivery of a written notice of purchase (a "Change in Control Purchase Notice")
to the Paying Agent at any time prior to the close of business on the fifth
business day prior to the Change in Control Purchase Date, stating:

          (1)  the certificate number of the Security which the Holder will
               deliver to be purchased;

          (2)  the portion of the Principal Amount at Maturity of the Security
               which the Holder will deliver to be purchased, which portion must
               be $1,000 or an integral multiple thereof; and

          (3)  that such Security shall be purchased pursuant to the terms and
               conditions specified in paragraph 6 of the Securities.

          The delivery of such Security to the Paying Agent prior to, on or
after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 3.9 only if the

                                      37
<PAGE>

Security so delivered to the Paying Agent shall conform in all respects to the
description thereof set forth in the related Change in Control Purchase Notice.

          The Company shall purchase from the Holder thereof, pursuant to this
Section 3.9, a portion of a Security if the Principal Amount at Maturity of such
portion is $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to the purchase of all of a Security also apply to the
purchase of such portion of such Security.

          Any purchase by the Company contemplated pursuant to the provisions of
this Section 3.9 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Change in Control
Purchase Date and the time of delivery of the Security to the Paying Agent in
accordance with this Section 3.9.

          Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Change in Control Purchase Notice contemplated by this
Section 3.9(c) shall have the right to withdraw such Change in Control Purchase
Notice at any time prior to the close of business on the Change in Control
Purchase Date by delivery of a written notice of withdrawal to the Paying Agent
in accordance with Section 3.10.

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

          Section 3.10  Effect of Purchase Notice or Change in Control Purchase
                        -------------------------------------------------------
Notice.  Upon receipt by the Paying Agent of the Purchase Notice or Change in
------
Control Purchase Notice specified in Section 3.8(a) or Section 3.9(c), as
applicable, the Holder of the Security in respect of which such Purchase Notice
or Change in Control Purchase Notice, as the case may be, was given shall
(unless such Purchase Notice or Change in Control Purchase Notice is withdrawn
as specified in the following two paragraphs) thereafter be entitled to receive
solely the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Security. Such Purchase Price or Change in Control
Purchase Price shall be paid to such Holder, subject to receipts of funds and/or
securities by the Paying Agent, promptly following the later of (x) the Purchase
Date or the Change in Control Purchase Date, as the case may be, with respect to
such Security (provided the conditions in Section 3.8(a) or Section 3.9(c), as
applicable, have been satisfied) and (y) the time of delivery of such Security
to the Paying Agent by the Holder thereof in the manner required by Section
3.8(a) or Section 3.9(c), as applicable. Securities in respect of which a
Purchase Notice or Change in Control Purchase Notice, as the case may be, has
been given by the Holder thereof may not be converted pursuant to Article 10
hereof on or after the date of the delivery of such Purchase Notice or

                                      38
<PAGE>

Change in Control Purchase Notice, as the case may be, unless such Purchase
Notice or Change in Control Purchase Notice, as the case may be, has first been
validly withdrawn as specified in the following two paragraphs.

     A Purchase Notice or Change in Control Purchase Notice, as the case may be,
may be withdrawn by means of a written notice of withdrawal delivered to the
office of the Paying Agent in accordance with the Purchase Notice or Change in
Control Purchase Notice, as the case may be, at any time prior to the close of
business on the Purchase Date or the Change in Control Purchase Date, as the
case may be, specifying:

          (1)  the certificate number, if any, of the Security in respect of
               which such notice of withdrawal is being submitted,

          (2)  the Principal Amount at Maturity of the Security with respect to
               which such notice of withdrawal is being submitted, and

          (3)  the Principal Amount at Maturity, if any, of such Security which
               remains subject to the original Purchase Notice or Change in
               Control Purchase Notice, as the case may be, and which has been
               or will be delivered for purchase by the Company.

          A written notice of withdrawal of a Purchase Notice may be in the form
set forth in the preceding paragraph or may be in the form of (i) a conditional
withdrawal contained in a Purchase Notice pursuant to the terms of Section
3.8(a)(1)(D) or (ii) a conditional withdrawal containing the information set
forth in Section 3.8(a)(1)(D) and the preceding paragraph and contained in a
written notice of withdrawal delivered to the Paying Agent as set forth in the
preceding paragraph.

          There shall be no purchase of any Securities pursuant to Section 3.8
or 3.9 if there has occurred (prior to, on or after, as the case may be, the
giving, by the Holders of such Securities, of the required Purchase Notice or
Change in Control Purchase Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Purchase Price or
Change in Control Purchase Price, as the case may be, with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Purchase Notice or Change in
Control Purchase Notice, as the case may be, has been withdrawn in compliance
with this Indenture, or (y) held by it during the continuance of an Event of
Default (other than a default in the payment of the Purchase Price or Change in
Control Purchase Price, as the case may be, with respect to such Securities) in
which case, upon such return, the Purchase Notice or Change in Control Purchase
Notice with respect thereto shall be deemed to have been

                                      39
<PAGE>

withdrawn.

          Section 3.11  Deposit of Purchase Price or Change in Control Purchase
                        -------------------------------------------------------
Price.  Prior to 10:00 a.m. (local time in the City of New York) on the Business
-----
Day following the Purchase Date or the Change in Control Purchase Date, as the
case may be, the Company shall deposit with the Trustee or with the Paying Agent
(or, if the Company or a Subsidiary or an Affiliate of either of them is acting
as the Paying Agent, shall segregate and hold in trust as provided in Section
2.4) an amount of money (in immediately available funds if deposited on such
Business Day) or Common Shares, if permitted hereunder, sufficient to pay the
aggregate Purchase Price or Change in Control Purchase Price, as the case may
be, of all the Securities or portions thereof which are to be purchased as of
the Purchase Date or Change in Control Purchase Date, as the case may be.

          Section 3.12  Securities Purchased in Part.  Any Certificated Security
                        ----------------------------
which is to be purchased only in part shall be surrendered at the office of the
Paying Agent (with, if the Company or the Trustee so requires, due endorsement
by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a new Security or Securities, of any authorized denomination as requested by
such Holder in aggregate Principal Amount at Maturity equal to, and in exchange
for, the portion of the Principal Amount at Maturity of the Security so
surrendered which is not purchased.

          Section 3.13  Covenant to Comply With Securities Laws Upon Purchase of
                        --------------------------------------------------------
Securities.  When complying with the provisions of Section 3.8 or 3.9 hereof
----------
(provided that such offer or purchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e- 4 and Rule 14e-1 under
the Exchange Act, (ii) file the related Schedule TO (or any successor schedule,
form or report) under the Exchange Act, and (iii) otherwise comply with all
Federal and state securities laws so as to permit the rights and obligations
under Sections 3.8 and 3.9 to be exercised in the time and in the manner
specified in Sections 3.8 and 3.9.

          Section 3.14  Repayment to the Company.  The Trustee and the Paying
                        ------------------------
Agent shall return to the Company any cash or Common Shares that remain
unclaimed as provided in paragraph 12 of the Securities, together with interest
or dividends, if any, thereon (subject to the provisions of Section 7.1(f)),
held by them for the payment of the Purchase Price or Change in Control Purchase
Price, as the case may be; provided, however, that to the extent that the
aggregate amount of cash or Common Shares deposited by the Company pursuant to
Section 3.11 exceeds the

                                      40
<PAGE>

aggregate Purchase Price or Change in Control Purchase Price, as the case may
be, of the Securities or portions thereof which the Company is obligated to
purchase as of the Purchase Date or Change in Control Purchase Date, as the case
may be, then, unless otherwise agreed in writing with the Company, promptly
after the Business Day following the Purchase Date or Change in Control Purchase
Date, as the case may be, the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon (subject to the
provisions of Section 7.1(f)).

                                  ARTICLE IV

                                   COVENANTS

          Section 4.1  Payment of Securities.  The Company shall promptly make
                       ---------------------
all payments in respect of the Securities on the dates and in the manner
provided in the Securities or pursuant to this Indenture. Any amounts to be
given to the Trustee or Paying Agent, shall be deposited with the Trustee or
Paying Agent by 10:00 a.m. New York City time by the Company. Principal Amount
at Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price, Change in Control Purchase Price and interest, if any, shall be
considered paid on the applicable date due if on such date (or, in the case of a
Purchase Price or Change in Control Purchase Price, on the Business Day
following the applicable Purchase Date or Change in Control Purchase Date, as
the case may be) the Trustee or the Paying Agent holds, in accordance with this
Indenture, money or securities, if permitted hereunder, sufficient to pay all
such amounts then due.

          The Company shall, to the extent permitted by law, pay interest on
overdue amounts at the rate per annum set forth in paragraph 1 of the
Securities, compounded semiannually, which interest shall accrue from the date
such overdue amount was originally due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on overdue
amounts shall be in addition to the continued accrual of Original Issue
Discount.

          Section 4.2  SEC and Other Reports.  The Company shall file with the
                       ---------------------
Trustee, within 15 days after it files such annual and quarterly reports,
information, documents and other reports with the SEC, copies of its annual
report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations
prescribe) which the Company is required to file with the SEC pursuant to
Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time
no longer subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it shall continue to provide the Trustee with reports containing
substantially the same information as would have been required to be filed with
the SEC had the Company continued to

                                      41
<PAGE>

have been subject to such reporting requirements. In such event, such reports
shall be provided at the times the Company would have been required to provide
reports had it continued to have been subject to such reporting requirements.
The Company also shall comply with the other provisions of TIA Section 314(a).

          Section 4.3  Compliance Certificate.  The Company shall deliver to the
                       ----------------------
Trustee within 120 days after the end of each fiscal year of the Company
(beginning with the fiscal year ending on September 30, 2001) an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

          Section 4.4  Further Instruments and Acts.  Upon request of the
                       ----------------------------
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

          Section 4.5  Maintenance of Office or Agency.  The Company will
                       -------------------------------
maintain in the Borough of Manhattan, the City of New York, an office or agency
of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities
may be presented or surrendered for payment, where Securities may be surrendered
for registration of transfer, exchange, purchase, redemption or conversion and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The office of State Street Bank and Trust
Company, N.A., 61 Broadway, 15/th/ Floor, New York, New York 10006 (Attention:
Deborah Ibrahim), shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee
of the location, and of any change in the location, of any such office or agency
(other than a change in the location of the office of the Trustee). If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the
Trustee set forth in Section 11.2.

          The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York, for such purposes.

                                      42
<PAGE>

          Section 4.6  Delivery of Certain Information.  At any time when the
                       --------------------------------
Company is not subject to Section 13 or 15(d) of the Exchange Act, upon the
request of a Holder or any beneficial owner of Securities or holder or
beneficial owner of Common Shares issued upon conversion thereof, or in
accordance with Section 3.8(c), the Company will promptly furnish or cause to be
furnished Rule 144A Information (as defined below) to such Holder or any
beneficial owner of Securities or holder or beneficial owner of Common Shares,
or to a prospective purchaser of any such security designated by any such
holder, as the case may be, to the extent required to permit compliance by such
Holder or holder with Rule 144A under the Securities Act in connection with the
resale of any such security. "Rule 144A Information" shall be such information
as is specified pursuant to Rule 144A(d)(4) under the Securities Act. Whether a
person is a beneficial owner shall be determined by the Company to the Company's
reasonable satisfaction.

          Section 4.7  Calculation of Original Issue Discount. The Company shall
                       --------------------------------------
file with the Trustee no later than the end of each calendar year (i) a written
notice specifying the amount of original issue discount (including daily rates
and accrual periods) accrued on outstanding Securities as of the end of such
year and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.

                                   ARTICLE V

                             SUCCESSOR CORPORATION

          Section 5.1  When Company May Merge or Transfer Assets. The Company
                       -----------------------------------------
shall not consolidate with or merge with or into any other person or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, unless:

          (a)  either (1) the Company shall be the continuing corporation or (2)
the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety
(i) shall be organized and validly existing under the laws of (A) the United
States or any State thereof or the District of Columbia, (B) Bermuda or any
member country of the European Union, or (C) if such merger, consolidation or
other transaction would not impair the rights of Securityholders, any other
country and (ii) shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, all
of the obligations of the Company under the Securities and this Indenture;

          (b)  immediately after giving effect to such transaction, no Default

                                      43
<PAGE>

shall have occurred and be continuing; and

          (c)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article 5 and that all conditions precedent herein provided for
relating to such transaction have been satisfied.

          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise) of the properties and assets of one or more Subsidiaries
(other than to the Company or another Subsidiary), which, if such assets were
owned by the Company, would constitute all or substantially all of the
properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.

          The successor person formed by such consolidation or into which the
Company is merged or the successor person to which such conveyance, transfer or
lease is made shall succeed to, and be substituted for, and may exercise every
right and power of, the Company under this Indenture with the same effect as if
such successor had been named as the Company herein; and thereafter, except in
the case of a lease and obligations the Company may have under a supplemental
indenture pursuant to Section 10.14, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to
Section 9.6, the Company, the Trustee and the successor person shall enter into
a supplemental indenture to evidence the succession and substitution of such
successor person and such discharge and release of the Company.

                                   ARTICLE VI

                             DEFAULTS AND REMEDIES

          Section 6.1  Events of Default. An "Event of Default" occurs if:
                       -----------------

     (1)  the Company defaults in the payment of the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price or Change in Control Purchase Price on any Security when the same
becomes due and payable at its Stated Maturity, upon redemption, upon
declaration, when due for purchase by the Company or otherwise;

     (2)  the Company fails to comply with any of its agreements in the
Securities or this Indenture (other than those referred to in clause (1) above)
and such failure continues for 90 days after receipt by the Company of a Notice
of Default;

                                      44
<PAGE>

     (3)  an event of default, as defined in any indenture, including this
Indenture, or instrument evidencing or under which the Company on the date any
determination shall be made under this clause (3), shall have outstanding at
least $50,000,000 aggregate principal amount of Indebtedness for borrowed money
(other than Non-Recourse Indebtedness), shall happen and be continuing and such
event of default shall involve the failure to pay the principal of or premium,
if any, on such Indebtedness (or any part thereof) on the final maturity date
thereof after the expiration of any applicable grace period with respect
thereto, or such Indebtedness shall have been accelerated so that the same shall
be or become due and payable prior to the date on which the same would otherwise
have become due and payable, and such acceleration shall not be rescinded or
annulled within ten Business Days after notice thereof shall have been given to
the Company by the Trustee (if such event be known to it) or  to the Company and
the Trustee by the Holders of at least 25% in aggregate principal amount of all
of the Securities at the time outstanding; provided that, if such event of
default under such indenture or instrument shall be remedied or cured by the
Company or waived by the requisite holders of such indebtedness, then the Event
of Default by reason thereof shall be deemed likewise to have been thereupon
remedied, cured or waived without further action upon the part of either the
Trustee or any of the Securityholders, and provided further, however, that
subject to the provisions of Section 7.1 and 7.2, the Trustee shall not be
charged with knowledge of any such event of default unless written notice
thereof shall have been given to the Trustee by the Company, by the holder or an
agent of the holder of any such Indebtedness, by the trustee then acting under
any indenture or other instrument under which such default shall have occurred,
or by the Holders of not less than 25% in the aggregate principal amount of the
Securities at the time outstanding;

     (4)  a court having jurisdiction in the premises  shall enter a decree or
order for relief in respect of the Company, TIG or any Significant Subsidiary
Guarantor in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official)
of the Company, TIG or such Significant Subsidiary Guarantor or for any
substantial part of its property or ordering the winding up or liquidation of
its affairs and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

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

                                      45
<PAGE>

creditors.

          A Default under clause (2) or (3) above is not an Event of Default
until the Trustee notifies the Company, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Securities at the time outstanding
notify the Company and the Trustee, of the Default and the Company does not cure
such Default (and such Default is not waived) within the time specified in
clause (2) or (3) above after actual receipt of such notice. Any such notice
must specify the Default, demand that it be remedied and state that such notice
is a "Notice of Default".

          The Company shall deliver to the Trustee, within 30 days after it
becomes aware of the occurrence thereof, written notice of any event which with
the giving of notice or the lapse of time, or both, would become an Event of
Default under clauses (2) or (3) above, its status and what action the Company
is taking or proposes to take with respect thereto.

          Section 6.2  Acceleration.  If an Event of Default (other than an
                       ------------
Event of Default specified in Section 6.1(4) or (5) occurs and is continuing,
the Trustee by Notice to the Company, or the Holders of at least 25% in
aggregate Principal Amount at Maturity of the Securities at the time outstanding
by notice to the Company and the Trustee, may declare the Issue Price plus
accrued Original Issue Discount through the date of declaration on all the
Securities to be immediately due and payable. Upon such a declaration, such
Issue Price plus accrued Original Issue Discount shall be due and payable
immediately. If an Event of Default specified in Section 6.1(4) or (5) occurs
and is continuing, the Issue Price plus accrued Original Issue Discount on all
the Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders. The
Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, by notice to the Trustee (and without notice
to any other Securityholder) may rescind an acceleration and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of the
Issue Price plus accrued Original Issue Discount that have become due solely as
a result of acceleration and if all amounts due to the Trustee under Section 7.7
have been paid. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

          Section 6.3  Other Remedies. If an Event of Default occurs and is
                       --------------
continuing, the Trustee may pursue any available remedy to collect the payment
of the Issue Price plus accrued Original Issue Discount on the Securities or to
enforce the performance of any provision of the Securities or this Indenture.

          The Trustee may maintain a proceeding even if the Trustee does not

                                      46
<PAGE>

possess any of the Securities or does not produce any of the Securities in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of, or acquiescence in, the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.

          Section 6.4  Waiver of Past Defaults.  The Holders of a majority in
                       -----------------------
aggregate Principal Amount at Maturity of the Securities at the time
outstanding, by notice to the Trustee (and without notice to any other
Securityholder), may waive an existing Default and its consequences except (1)
an Event of Default described in Section 6.1(1), (2) a Default in respect of a
provision that under Section 9.2 cannot be amended without the consent of each
Securityholder affected or (3) a Default which constitutes a failure to convert
any Security in accordance with the terms of Article 10.  When a Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right.  This Section 6.4 shall be in lieu
of Section 316(a)1(B) of the TIA and such Section 316(a)1(B) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

          Section 6.5  Control by Majority.  The Holders of a majority in
                       -------------------
aggregate Principal Amount at Maturity of the Securities at the time outstanding
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
the Trustee. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines in good
faith is unduly prejudicial to the rights of other Securityholders or would
involve the Trustee in personal liability unless the Trustee is offered
indemnity satisfactory to it. This Section 6.5 shall be in lieu of Section
316(a)1(A) of the TIA and such Section 316(a)1(A) is hereby expressly excluded
from this Indenture, as permitted by the TIA.

          Section 6.6  Limitation on Suits.  A Securityholder may not pursue
                       ------------------
any remedy with respect to this Indenture or the Securities unless:

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

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

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

                                      47
<PAGE>

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

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

          A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

          Section 6.7  Rights of Holders to Receive Payment. Notwithstanding any
                       ------------------------------------
other provision of this Indenture, the right of any Holder to receive payment of
the Principal Amount at Maturity, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, in respect of the Securities held by such Holder, on or after
the respective due dates expressed in the Securities or any Redemption Date, and
to convert the Securities in accordance with Article 10, or to bring suit for
the enforcement of any such payment on or after such respective dates or the
right to convert, shall not be impaired or affected adversely without the
consent of such Holder.

          Section 6.8  Collection Suit by Trustee.  If an Event of Default
                       --------------------------
described in Section 6.1(1) occurs and is continuing, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.7.

          Section 6.9  Trustee May File Proofs of Claim. In case of the pendency
                       --------------------------------
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the Principal Amount at Maturity, Issue Price plus accrued Original
Issue Discount, Redemption Price, Purchase Price, Change in Control Purchase
Price or interest, if any, in respect of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
any such amount) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

          (a)  to file and prove a claim for the whole amount of the Principal
Amount at Maturity, Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price, or interest, if any,
and to

                                      48
<PAGE>

file such other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel or any other amounts due the Trustee under Section 7.7) and of the
Holders allowed in such judicial proceeding, and

          (b)  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.7.

          Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

          Section 6.10  Priorities. If the Trustee collects any money pursuant
                        ----------
to this Article 6, it shall pay out the money in the following order:

     FIRST: to the Trustee for amounts due under Section 7.7;

     SECOND: to Securityholders for amounts due and unpaid on the Securities for
the Principal Amount at Maturity, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price, Change in Control Purchase Price or
interest, if any, as the case may be, ratably, without preference or priority of
any kind, according to such amounts due and payable on the Securities; and

     THIRD: the balance, if any, to the Company.

     The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.  At least 15 days before such
record date, the Trustee shall mail to each Securityholder and the Company a
notice that states the record date, the payment date and the amount to be paid.

          Section 6.11  Undertaking for Costs.  In any suit for the enforcement
                        ---------------------
of any right or remedy under this Indenture or in any suit against the Trustee
for any

                                      49
<PAGE>

action taken or omitted by it as Trustee, a court in its discretion may require
the filing by any party litigant (other than the Trustee) in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section
6.7 or a suit by Holders of more than 10% in aggregate Principal Amount at
Maturity of the Securities at the time outstanding. This Section 6.11 shall be
in lieu of Section 315(e) of the TIA and such Section 315(e) is hereby expressly
excluded from this Indenture, as permitted by the TIA.

          Section 6.12  Waiver of Stay, Extension or Usury Laws.  The Company
                        ---------------------------------------
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury or other law
wherever enacted, now or at any time hereafter in force, which would prohibit or
forgive the Company from paying all or any portion of the Principal Amount at
Maturity, Issue Price plus accrued Original Issue Discount, Redemption Price,
Purchase Price or Change in Control Purchase Price in respect of Securities, or
any interest on such amounts, as contemplated herein, or which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


                                  ARTICLE VII

                                    TRUSTEE

          Section 7.1   Duties of Trustee. (a) If an Event of Default has
                        -----------------
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

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

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

          (2)  in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the

                                      50
<PAGE>

               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Trustee and conforming to the
               requirements of this Indenture, but in case of any such
               certificates or opinions which by any provision hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall examine the certificates and opinions to determine whether
               or not they conform to the requirements of this Indenture, but
               need not confirm or investigate the accuracy of mathematical
               calculations or other facts stated therein.  This Section 7.1(b)
               shall be in lieu of Section 3.15(a) of the TIA and such Section
               315(a) is hereby expressly excluded from this Indenture, as
               permitted by the TIA.

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

          (1)  this paragraph (c) does not limit the effect of paragraph (b) of
               this Section 7.1;

          (2)  the Trustee shall not be liable for any error of judgment made in
               good faith by a Responsible Officer unless it is proved that the
               Trustee was negligent in ascertaining the pertinent facts; and

          (3)  the Trustee shall not be liable with respect to any action it
               takes or omits to take in good faith in accordance with a
               direction received by it pursuant to Section 6.5.

Subparagraphs (c)(1), (2) and (3) shall be in lieu of Sections 315(d)(1),
315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and
315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the
TIA.

          (d)  Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

          (e)  The Trustee may refuse to perform any duty or exercise any right
or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

          (f)  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee

                                      51
<PAGE>

(acting in any capacity hereunder) shall be under no liability for interest on
any money received by it hereunder unless otherwise agreed in writing with the
Company.

          Section 7.2  Rights of Trustee.  Subject to its duties and
                       -----------------
responsibilities under the TIA,

          (a)  the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

          (b)  whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

          (c)  the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder;

          (d)  The Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith which it believes to be authorized or
within its rights or powers conferred under this Indenture;

          (e)  The Trustee may consult with counsel selected by it and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel.

          (f)  the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Holders, pursuant to the provisions of this Indenture,
unless such Holders shall have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which may be
incurred therein or thereby.

          (g)  any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board

                                      52
<PAGE>

Resolution;

          (h)  the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation;

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

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

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

          Section 7.3  Individual Rights of Trustee.  The Trustee in its
                       ----------------------------
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company or its Affiliates with the same rights
it would have if it were not Trustee. Any Paying Agent, Registrar, Conversion
Agent or co-registrar may do the same with like rights. However, the Trustee
must comply with Sections 7.10 and 7.11.

          Section 7.4  Trustee's Disclaimer. The Trustee makes no representation
                       --------------------
as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company's use or application of the proceeds from the
Securities, it shall not be responsible for any statement in the registration

                                      53
<PAGE>

statement for the Securities under the Securities Act or in any offering
document for the Securities, the Indenture or the Securities (other than its
certificate of authentication), or the determination as to which beneficial
owners are entitled to receive any notices hereunder.

          Section 7.5  Notice of Defaults.  If a Default occurs and if it is
                       ------------------
known to the Trustee, the Trustee shall give to each Securityholder notice of
the Default within 90 days after it occurs or, if later, within 15 days after it
is known to the Trustee, unless such Default shall have been cured or waived
before the giving of such notice. Notwithstanding the preceding sentence, except
in the case of a Default described in Section 6.1(1), the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of
Securityholders. The second sentence of this Section 7.5 shall be in lieu of the
proviso to Section 315(b) of the TIA and such proviso is hereby expressly
excluded from this Indenture, as permitted by the TIA. The Trustee shall not be
deemed to have knowledge of a Default unless a Responsible Officer of the
Trustee has received written notice of such Default.

          Section 7.6  Reports by Trustee to Holders.  Within 60 days after each
                       -----------------------------
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Securityholder a brief report dated as of such May 15
that complies with TIA Section 313(a), if required by such Section 313(a). The
Trustee also shall comply with TIA Section 313(b).

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

          Section 7.7  Compensation and Indemnity. The Company agrees:
                       --------------------------

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

          (b)  to reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses, advances and disbursements of  its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad

                                      54
<PAGE>

faith; and

          (c)  to indemnify the Trustee or any predecessor, Trustee and their
agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including attorney's fees and taxes (other than
taxes based upon, measured by or determined by the income of the Trustee))
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim (whether asserted by
the Company or any Holder or any other Person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder.

          To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee, except that held in trust to pay the Principal
Amount at Maturity, Issue Price plus accrued Original Issue Discount, Redemption
Price, Purchase Price, Change in Control Purchase Price or interest, if any, as
the case may be, on particular Securities.

          The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture.  When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(4), the expenses including
the reasonable charges and expenses of its counsel, are intended to constitute
expenses of administration under any Bankruptcy Law.

          Section 7.8  Replacement of Trustee.  The Trustee may resign by so
                       ----------------------
notifying the Company; provided, however, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding may remove the Trustee by so notifying the
Trustee and the Company. The Company shall remove the Trustee if:

       (1) the Trustee fails to comply with Section 7.10;

       (2) the Trustee is adjudged bankrupt or insolvent;

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

       (4) the Trustee otherwise becomes incapable of acting.

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

                                      55
<PAGE>

Board of Directors, a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company satisfactory in form and
substance to the retiring Trustee and the Company. Thereupon the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture.  The successor Trustee shall mail a notice of its succession to
Securityholders.  The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 7.7.

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

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

          Section 7.9   Successor Trustee by Merger. If the Trustee consolidates
                        ---------------------------
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

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

          Section 7.11  Preferential Collection of Claims Against Company. The
                        -------------------------------------------------
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b).  A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                 ARTICLE VIII

                            DISCHARGE OF INDENTURE

          Section 8.1   Discharge of Liability on Securities.  When (i) the
                        ------------------------------------

                                      56
<PAGE>

Company delivers to the Trustee all outstanding Securities (other than
Securities replaced pursuant to Section 2.7) for cancellation or (ii) all
outstanding Securities have become due and payable and the Company deposits with
the Trustee cash sufficient to pay all amounts due and owing on all outstanding
Securities (other than Securities replaced pursuant to Section 2.7), and if in
either case the Company pays all other sums payable hereunder by the Company,
then this Indenture shall, subject to Section 7.7, cease to be of further
effect.  The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

          Section 8.2  Repayment to the Company.  The Trustee and the Paying
                       ------------------------
Agent shall return to the Company upon written request any money or securities
held by them for the payment of any amount with respect to the Securities that
remains unclaimed for two years, subject to applicable unclaimed property law.
After return to the Company, Holders entitled to the money or securities must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another person and the Trustee and the Paying
Agent shall have no further liability to the Securityholders with respect to
such money or securities for that period commencing after the return thereof.

                                  ARTICLE IX

                                  AMENDMENTS

          Section 9.1  Without Consent of Holders.  The Company and the Trustee
                       --------------------------
may amend this Indenture or the Securities without the consent of any
Securityholder, so long as such changes, other than those in clause (2), do not
materially and adversely affect the interests of the Securityholder:

       (1) to cure any ambiguity, omission, defect or inconsistency;

       (2) to comply with Article 5 or Section 10.14;

       (3) to secure the Company's obligations under the Securities and this
Indenture;

       (4) to add to the Company's covenants for the benefit of the
Securityholders or to surrender any right or power conferred upon the Company;
or

       (5) to make any change necessary for the registration of the Securities
under the Securities Act or to comply with the TIA, or any amendment thereto, or
to comply with any requirement of the SEC in connection with the qualification
of the

                                      57
<PAGE>

Indenture under the TIA.

          Section 9.2  With Consent of Holders.  With the written consent of the
                       -----------------------
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding, the Company and the Trustee may amend this
Indenture or the Securities. However, without the consent of each Securityholder
affected, an amendment to this Indenture or the Securities may not:

      (1) make any change in the manner or rate of accrual in connection with
Original Issue Discount, reduce the rate of interest referred to in paragraph 1
of the Securities, or extend the time for payment of Original Issue Discount on
any Security;

      (2) reduce the Principal Amount at Maturity or the Issue Price of or
extend the Stated Maturity of any Security;

      (3) reduce the Redemption Price, Purchase Price or Change in Control
Purchase Price of any Security;

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

      (5) make any change in Section 6.4, Section 6.7 or this Section 9.2,
except to increase any percentage set forth therein;

      (6) make any change that adversely affects the right to convert any
Security; or

      (7) make any change that adversely affects the right to require the
Company to purchase the Securities in accordance with the terms thereof and this
Indenture.

          It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent approves the substance thereof.

          After an amendment under this Section 9.2 becomes effective, the
Company shall mail to each Holder a notice briefly describing the amendment.

          Section 9.3  Compliance with Trust Indenture Act.  Every supplemental
                       -----------------------------------
indenture executed pursuant to this Article shall comply with the TIA.

          Section 9.4  Revocation and Effect of Consents, Waivers and
                       ----------------------------------------------

                                      58
<PAGE>

Actions. Until an amendment, waiver or other action by Holders becomes
-------
effective, a consent thereto by a Holder of a Security hereunder is a continuing
consent by the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same obligation as the consenting Holder's
Security, even if notation of the consent, waiver or action is not made on the
Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the date the amendment, waiver
or action becomes effective. After an amendment, waiver or action becomes
effective, it shall bind every Securityholder.

          Section 9.5  Notation on or Exchange of Securities. Securities
                       -------------------------------------
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and shall if required by the Trustee, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Board of
Directors, to any such supplemental indenture may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
outstanding Securities.

          Section 9.6  Trustee to Sign Supplemental Indentures.  The Trustee
                       ---------------------------------------
shall sign any supplemental indenture authorized pursuant to this Article 9 if
the amendment contained therein does not adversely affect the rights, duties,
liabilities or immunities of the Trustee.  If it does, the Trustee may, but need
not, sign such supplemental indenture.  In signing such supplemental indenture
the Trustee shall receive, and (subject to the provisions of Section 7.1) shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

          Section 9.7  Effect of Supplemental Indentures. Upon the execution of
                       ---------------------------------
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

                                   ARTICLE X

                                  CONVERSIONS


          Section 10.1  Conversion Privilege. A Holder of a Security may convert
                        --------------------
such Security into Common Shares at any time during the period stated in
paragraph 8 of the Securities. The number of shares of Common Shares issuable
upon conversion of a Security per $1,000 of Principal Amount at Maturity thereof

                                      59
<PAGE>

(the "Conversion Rate") shall be that set forth in paragraph 8 in the
Securities, subject to adjustment as herein set forth.

          A Holder may convert a portion of the Principal Amount at Maturity of
a Security if the portion is $1,000 or an integral multiple of $1,000.
Provisions of this Indenture that apply to conversion of all of a Security also
apply to conversion of a portion of a Security.

     In the event that the Ex-Dividend Time (or in the case of a subdivision,
combination or reclassification, the effective date with respect thereto) with
respect to a dividend, subdivision, combination or reclassification to which
Section 10.6(1), (2), (3) or (5) applies occurs during the period applicable for
calculating "Average Sale Price" pursuant to the definition in the preceding
sentence, "Average Sale Price" shall be calculated for such period in a manner
determined by the Board of Directors to reflect the impact of such dividend,
subdivision, combination or reclassification on the Sale Price of the Common
Shares during such period.

     "Time of Determination" means the time and date of the earlier of (i) the
determination of stockholders entitled to receive rights, warrants or options or
a distribution, in each case, to which Section 10.7 or 10.8 applies and (ii) the
time ("Ex-Dividend Time") immediately prior to the commencement of "ex-dividend"
trading for such rights, warrants or options or distribution on the New York
Stock Exchange or such other national or regional exchange or market on which
the Common Shares are then listed or quoted.

          Section 10.2  Conversion Procedure.  To convert a Security a Holder
                        --------------------
must satisfy the requirements in paragraph 8 of the Securities.  The first
Business Day on which the Holder satisfies all those requirements is the
conversion date (the "Conversion Date").

          The Company shall have the option, exercisable at any time or from
time to time, to designate or change the designation, by an instrument in
writing signed by the Company and provided to the Conversion Agent, a financial
institution to which Securities surrendered by a Holder for conversion will be
initially offered by the Conversion Agent on behalf of a Holder for exchange (an
"Exchange Party"). The Company shall enter into an agreement with the Conversion
Agent providing that at the opening of business on each Business Day, the
Conversion Agent shall inform the Exchange Party as to the aggregate Principal
Amount of Securities surrendered for exchange on the prior Business Day.  The
Exchange Party may accept for exchange all or any of such Securities if it
agrees, no later than the time specified in the agreement between the Company
and the Conversion Agent,  to deliver in exchange therefor the number of Common
Shares and other property that would be issued on conversion of such Securities
in accordance with the terms of this

                                      60
<PAGE>

Indenture. Settlement for any such exchange shall take place no later than the
third Business Day following such acceptance. In the event that the Exchange
Party fails to deliver the Common Shares by such third Business Day, the
Exchange Party shall be in default of its obligations and, instead of being
exchanged, the Securities will be converted in accordance with their terms. A
Holder whose Securities are exchanged in whole or in part shall be given a
written confirmation from the Conversion Agent informing such Holder as to the
aggregate Principal Amount at Maturity of the Securities so exchanged. For
purposes of the following paragraphs, Securities for which the Company provides
the Common Shares shall be referred to as Securities which have been
"converted," while Securities for which the Exchange Party supplies Common
Shares shall be referred to as Securities which have been "exchanged." Any
Securities which have been exchanged shall remain outstanding. The agreement
between the Company and the Conversion Agent setting forth the procedures to be
followed in an exchange may be changed at any time so long as such change does
not have a material adverse effect on a Holder which surrenders its Securities
for conversion.

          As soon as practicable after the Conversion Date, the Company or the
Exchange Party shall deliver to the Holder, through the Conversion Agent, a
certificate for the number of full Common Shares issuable upon the conversion or
exchange and cash in lieu of any fractional share determined pursuant to Section
10.3.  The person in whose name the certificate is registered shall be treated
as a shareholder of record on and after the next Business Day following the
Conversion Date.  Upon conversion or exchange of a Security, such person shall
no longer be a Holder of such Security.

          No payment or adjustment will be made for dividends on, or other
distributions with respect to, any Common Shares except as provided in this
Article 10.  On conversion of a Security, that portion of accrued Original Issue
Discount attributable to the period from the Issue Date of the Security through
the Conversion Date with respect to the converted Security shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through delivery of the Common Shares (together with
the cash payment, if any, in lieu of fractional shares)  for the Security being
converted pursuant to the provisions hereof; and the fair market value of such
Common Shares (together with any such cash payment in lieu of fractional shares)
shall be treated as issued, to the extent thereof, first in exchange for
Original Issue Discount accrued through the Conversion Date, and the balance, if
any, of such fair market value of such Common Shares (and any such cash payment)
shall be treated as issued for the Issue Price of the Security being converted
pursuant to the provisions hereof.  If the Holder converts more than one
Security at the same time, the number of Common Shares issuable upon the
conversion shall be based on the total Principal Amount at Maturity of the
Securities converted.

                                      61
<PAGE>

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

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

          Section 10.3  Fractional Shares.  Securityholders will not receive a
                        -----------------
fractional share upon conversion or exchange of a Security.  Instead, the Holder
will receive cash for the current market value of the fractional share.  The
current market value of a fractional share shall be determined, to the nearest
1/1,000th of a share, by multiplying the Sale Price, on the last trading day
prior to the Conversion Date, of a full share by the fractional amount and
rounding the product to the nearest whole cent.

          Section 10.4  Taxes on Conversion.  If a Holder submits a Security
                        -------------------
for conversion, the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Common Shares upon the conversion.  However,
the Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name.  The Conversion
Agent may refuse to deliver the certificates representing the Common Shares
being issued in a name other than the Holder's name until the Conversion Agent
receives a sum sufficient to pay any tax which will be due because the shares
are to be issued in a name other than the Holder's name.  Nothing herein shall
preclude any tax withholding required by law or regulations.

          Section 10.5  Company to Provide Stock.  The Company shall, prior to
                        ------------------------
issuance of any Securities under this Article 10, and from time to time as may
be necessary, reserve out of its authorized but unissued Common Shares a
sufficient number of shares of Common Shares to permit the conversion of the
Securities.

          All Common Shares delivered upon conversion of the Securities shall be
newly issued shares or treasury shares, shall be duly and validly issued and
fully paid and nonassessable, and shall be free from preemptive rights and free
of any lien or adverse claim.  All Common Shares delivered by an Exchange Agent
must be delivered free of any lien or adverse claim and must have been duly and
validly issued and fully paid and nonassessable.  The Company will endeavor
promptly to comply with all federal and state securities laws regulating the
offer and delivery of Common Shares upon conversion of Securities, if any, and
will list or cause to have quoted such Common Shares on each national securities
exchange or in the over-the-counter market or such other market on which the
Common Shares are then

                                      62
<PAGE>

listed or quoted.

          Section 10.6   Adjustment for Change In Capital Stock.  If, after the
                         --------------------------------------
Issue Date of the Securities, the Company:

     (1)  pays a dividend or makes a distribution on its Common Shares in Common
Shares;

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

     (3)  combines its outstanding shares of Common Shares into a smaller number
of shares;

     (4)  pays a dividend or makes a distribution on its Common Shares in shares
of its Capital Stock (other than Common Shares or rights, warrants or options
for its Capital Stock); or

     (5)  issues by reclassification of its Common Shares any shares of its
Capital Stock (other than rights, warrants or options for its Capital Stock),

then the conversion privilege and the Conversion Rate in effect immediately
prior to such action shall be adjusted so that the Holder of a Security
thereafter converted may receive the number of shares of Capital Stock of the
Company which such Holder would have owned immediately following such action if
such Holder had converted the Security immediately prior to such action.

          The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision, combination or reclassification.

          If after an adjustment a Holder of a Security upon conversion of such
Security may receive shares of two or more classes of Capital Stock of the
Company, the Conversion Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Article 10 with respect to the Common Shares, on terms
comparable to those applicable to Common Shares in this Article 10.

                                      63
<PAGE>

          Section 10.7   Adjustment for Rights Issue.  If after the Issue Date
                         ---------------------------
of the Securities, the Company distributes any rights, warrants or options to
all holders of its Common Shares entitling them, for a period expiring within 60
days after the record date for such distribution, to purchase Common Shares at a
price per share less than the Average Sale Price as of the Time of
Determination, the Conversion Rate shall be adjusted in accordance with the
formula:


     R'  =     R x       (O + N)
                     --------------
                    (O + (N x P)/M)

     where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     O  = the number of Common Shares outstanding on the record date for the
     distribution to which this Section 10.7 is being applied.

     N  = the number of additional Common Shares offered pursuant to the
     distribution.

     P  = the offering price per share of the additional shares.

     M  = the Average Sale Price, minus, in the case of (i) a distribution to
which Section 10.6(4) applies or (ii) a distribution to which Section 10.8
applies, for which, in each case, (x) the record date shall occur on or before
the record date for the distribution to which this Section 10.7 applies and (y)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 10.7 applies, the fair
market value (on the record date for the distribution to which this Section 10.7
applies) of the

     (1)  Capital Stock of the Company distributed in respect of each Common
Share in such Section 10.6(4) distribution and

     (2)  assets of the Company or debt securities or any rights, warrants or
options to purchase securities of the Company distributed in respect of each
Common Share in such Section 10.8 distribution.

     The Board of Directors shall determine fair market values for the purposes
of this Section 10.7, except as Section 10.8 otherwise provides in the case of a
spin-off.

     "Average Sale Price" means the average of the Sale Prices of the Common

                                      64
<PAGE>

Shares for the shorter of

               (i)   30 consecutive trading days ending on the last full trading
     day prior to the Time of Determination with respect to the rights, warrants
     or options or distribution in respect of which the Average Sale Price is
     being calculated, or

               (ii)  the period (x) commencing on the date next succeeding the
     first public announcement of (a) the issuance of rights, warrants or
     options or (b) the distribution, in each case, in respect of which the
     Average Sale Price is being calculated and (y) proceeding through the last
     full trading day prior to the Time of Determination with respect to the
     rights, warrants or options or distribution in respect of which the Average
     Sale Price is being calculated (excluding days within such period, if any,
     which are not trading days), or

               (iii) the period, if any, (x) commencing on the date next
     succeeding the Ex-Dividend Time with respect to the next preceding (a)
     issuance of rights, warrants or options or (b) distribution, in each case,
     for which an adjustment is required by the provisions of Section 10.6(4),
     10.7 or 10.8 and (y) proceeding through the last full trading day prior to
     the Time of Determination with respect to the rights, warrants or options
     or distribution in respect of which the Average Sale Price is being
     calculated (excluding days within such period, if any, which are not
     trading days).

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the rights,
warrants or options to which this Section 10.7 applies.  If all of the Common
Shares subject to such rights, warrants or options have not been issued when
such rights, warrants or options expire, then the Conversion Rate shall promptly
be readjusted to the Conversion Rate which would then be in effect had the
adjustment upon the issuance of such rights, warrants or options been made on
the basis of the actual number of Common Shares issued upon the exercise of such
rights, warrants or options.

          No adjustment shall be made under this Section 10.7 if the application
of the formula stated above in this Section 10.7 would result in a value of R'
that is equal to or less than the value of R.

          Section 10.8   Adjustment for Other Distributions.  If, after the
                         ----------------------------------
Issue Date of the Securities, the Company distributes to all holders of its
Common Shares any of its assets, or debt securities or any rights, warrants or
options to purchase securities of the Company (including securities or cash, but
excluding (x)

                                      65
<PAGE>

distributions of Capital Stock referred to in Section 10.6 and distributions of
rights, warrants or options referred to in Section 10.7 and (y) cash dividends
or other cash distributions that are paid out of consolidated current net
earnings or earnings retained in the business as shown on the books of the
Company unless such cash dividends or other cash distributions are Extraordinary
Cash Dividends) the Conversion Rate shall be adjusted, subject to the provisions
of the last paragraph of this Section 10.8, in accordance with the formula:

          R' =   R x M
                ------
                 (M-F)

where:

     R' = the adjusted Conversion Rate.

     R  = the current Conversion Rate.

     M  = the Average Sale Price, minus, in the case of a distribution to which
Section 10.6(4) applies, for which (i) the record date shall occur on or before
the record date for the distribution to which this Section 10.8 applies and (ii)
the Ex-Dividend Time shall occur on or after the date of the Time of
Determination for the distribution to which this Section 10.8 applies, the fair
market value (on the record date for the distribution to which this Section 10.8
applies) of any Capital Stock of the Company distributed in respect of each
share of Common Shares in such Section 10.6(4) distribution.

     F  = the fair market value (on the record date for the distribution to
which this Section 10.8 applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each Common Share in the distribution to
which this Section 10.8 is being applied (including, in the case of cash
dividends or other cash distributions giving rise to an adjustment, all such
cash distributed concurrently).

          The Board of Directors shall determine fair market values for the
purposes of this Section 10.8, except that in respect of 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 (a "Spin-off"), the fair market value of the securities to be
distributed shall equal the average of the daily Sale Prices of those securities
for the five consecutive trading days commencing on and including the sixth day
of trading of those securities after the effectiveness of the Spin-off and the
Average of the Sale Prices shall mean the average Sale Prices for the Common
Shares for the same five trading days.  In the event, however, that an
underwritten initial public offering of the securities in the Spin-off occurs
simultaneously with the Spin-off, fair market value of the securities

                                      66
<PAGE>

distributed in the Spin-off shall mean the initial public offering price of such
securities and the Average Sale Price shall mean the Sale Price for the Common
Shares on the same trading day.

          The adjustment shall become effective immediately after the record
date for the determination of shareholders entitled to receive the distribution
to which this Section 10.8 applies, except that an adjustment related to a Spin-
off shall become effective at the earlier to occur of (i) 10 trading days after
the effective date of the Spin-off and (ii) the initial public offering of the
securities distributed in the Spin-off.

          For purposes of this Section 10.8, the term "Extraordinary Cash
Dividend" shall mean any cash dividend with respect to the Common Shares the
amount of which, together with the aggregate amount of cash dividends on the
Common Shares to be aggregated with such cash dividend in accordance with the
provisions of this paragraph, equals or exceeds the threshold percentage set
forth in the following paragraph.  For purposes of the following paragraph, the
"Measurement Period" with respect to a cash dividend on the Common Shares shall
mean the 365 consecutive day period ending on the date prior to the Ex-Dividend
Time with respect to such cash dividend, and the "Relevant Cash Dividends" with
respect to a cash dividend on the Common Shares shall mean the cash dividends on
the Common Shares with Ex-Dividend Times occurring in the Measurement Period.

          If, upon the date prior to the Ex-Dividend Time with respect a cash
dividend on the Common Shares, the aggregate amount of such cash dividend
together with the amounts of all Relevant Cash Dividends equals or exceeds on a
per share basis 5% of the Sale Price of the Common Shares on the last trading
day preceding the date of declaration by the Board of Directors of the cash
dividend with respect to which this provision is being applied, then such cash
dividend together with all Relevant Cash Dividends, shall be deemed to be an
Extraordinary Cash Dividend and for purposes of applying the formula set forth
above in this Section 10.8, the value of "F" shall be equal to (y) the aggregate
amount of such cash dividend together with the amount of all Relevant Cash
Dividends, minus (z) the aggregate amount of all Relevant Cash Dividends for
which a prior adjustment in the Conversion Rate was previously made under this
Section 10.8.

          In making the determinations required by the preceding paragraph, the
amount of cash dividends paid on a per share basis and the amount of any
Relevant Cash Dividends specified in the preceding paragraph, shall be
appropriately adjusted to reflect the occurrence during such period of any event
described in Section 10.6.

          In the event that, with respect to any distribution to which this
Section 10.8 would otherwise apply, the difference "M-F" as defined in the above
formula is

                                      67
<PAGE>

less than $1.00 or "F" is equal to or greater than "M", then the adjustment
provided by this Section 10.8 shall not be made and in lieu thereof the
provisions of Section 10.14 shall apply to such distribution.

          Section 10.9   When Adjustment May Be Deferred.  No adjustment in the
                         -------------------------------
Conversion Rate need be made unless the adjustment would require an increase or
decrease of at least 1% in the Conversion Rate.  Any adjustments that are not
made shall be carried forward and taken into account in any subsequent
adjustment.

          All calculations under this Article 10 shall be made to the nearest
cent or to the nearest 1/1,000th of a share, as the case may be.

          Section 10.10  When No Adjustment Required.  No adjustment need be
                         ---------------------------
made for a transaction referred to in Section 10.6, 10.7, 10.8 or 10.14 if
Securityholders are to participate in the transaction without conversion on a
basis and with notice that the Board of Directors determines to be fair and
appropriate in light of the basis and notice on which holders of Common Shares
participate in the transaction.  No adjustment need be made for rights to
purchase Common Shares pursuant to a Company plan for reinvestment of dividends
or interest.

          No adjustment need be made for a change in the par value or no par
value of the Common Shares.

          To the extent the Securities become convertible pursuant to this
Article 10 in whole or in part into cash, no adjustment need be made thereafter
as to the cash.  Interest will not accrue on the cash.

          Section 10.11  Notice of Adjustment.  Whenever the Conversion Rate is
                         -------------------
adjusted, the Company shall promptly mail to Securityholders a notice of the
adjustment.  The Company shall file with the Trustee and the Conversion Agent
such notice and a certificate from the Company's independent public accountants
briefly stating the facts requiring the adjustment and the manner of computing
it.  The certificate shall be conclusive evidence that the adjustment is
correct.  Neither the Trustee nor any Conversion Agent shall be under any duty
or responsibility with respect to any such certificate except to exhibit the
same to any Holder desiring inspection thereof.

          Section 10.12  Voluntary Increase.  The Company from time to time may
                         ------------------
increase the Conversion Rate by any amount for any period of time.  Whenever the
Conversion Rate is increased, the Company shall mail to Securityholders and file
with the Trustee and the Conversion Agent a notice of the increase.  The Company
shall mail the notice at least 15 days before the date the increased Conversion
Rate takes effect. The notice shall state the increased Conversion Rate and the
period it
<PAGE>

will be in effect. A voluntary increase of the Conversion Rate does not change
or adjust the Conversion Rate otherwise in effect for purposes of Section 10.6,
10.7 or 10.8.

          Section 10.13  Notice of Certain Transactions.  If:
                         ------------------------------

     (1)  the Company takes any action that would require an adjustment in the
Conversion Rate pursuant to Section 10.6, 10.7 or 10.8 (unless no adjustment is
to occur pursuant to Section 10.10); or

     (2)  the Company takes any action that would require a supplemental
indenture pursuant to Section 10.14; or

     (3)  there is a liquidation or dissolution of the Company;

then the Company shall mail to Securityholders and file with the Trustee and the
Conversion Agent a notice stating the proposed record date for a dividend or
distribution or the proposed effective date of a subdivision, combination,
reclassification, consolidation, merger, binding share exchange, transfer,
liquidation or dissolution.  The Company shall file and mail the notice at least
15 days before such date.  Failure to file or mail the notice or any defect in
it shall not affect the validity of the transaction.

          Section 10.14  Reorganization of Company; Special Distributions.  If
                         ------------------------------------------------
the Company is a party to a transaction subject to Section 5.1 (other than a
sale of all or substantially all of the assets of the Company in a transaction
in which the holders of Common Shares immediately prior to such transaction do
not receive securities, cash or other assets of the Company or any other person)
or a merger or binding share exchange which reclassifies or changes its
outstanding Common Shares, the person obligated to deliver securities, cash or
other assets upon conversion of Securities shall enter into a supplemental
indenture.  If the issuer of securities deliverable upon conversion of
Securities is an Affiliate of the successor Company, that issuer shall join in
the supplemental indenture.

          The supplemental indenture shall provide that the Holder of a Security
may convert it into the kind and amount of securities, cash or other assets
which such Holder would have received immediately after the consolidation,
merger, binding share exchange or transfer if such Holder had converted the
Security immediately before the effective date of the transaction, assuming (to
the extent applicable) that such Holder (i) was not a constituent person or an
Affiliate of a constituent person to such transaction; (ii) made no election
with respect thereto; and (iii) was treated alike with the plurality of non-
electing Holders. The supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practical to the

                                      69
<PAGE>

adjustments provided for in this Article 10. The successor Company shall mail to
Securityholders a notice briefly describing the supplemental indenture.

     If this Section applies, neither Section 10.6 nor 10.7 applies.

     If the Company makes a distribution to all holders of its Common Shares of
any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of Section 10.8, would otherwise result in an adjustment in the
Conversion Rate pursuant to the provisions of Section 10.8, then, from and after
the record date for determining the holders of Common Shares entitled to receive
the distribution, a Holder of a Security that converts such Security in
accordance with the provisions of this Indenture shall upon such conversion be
entitled to receive, in addition to the shares of Common Shares into which the
Security is convertible, the kind and amount of securities, cash or other assets
comprising the distribution that such Holder would have received if such Holder
had converted the Security immediately prior to the record date for determining
the holders of Common Shares entitled to receive the distribution.

          Section 10.15  Company Determination Final.  Any determination that
                         ---------------------------
the Company or the Board of Directors must make pursuant to Section 10.3, 10.6,
10.7, 10.8, 10.9, 10.10, 10.14 or 10.17 is conclusive, absent manifest error.

          Section 10.16  Trustee's Adjustment Disclaimer.  The Trustee has no
                         ------------------------------
duty to determine when an adjustment under this Article 10 should be made, how
it should be made or what it should be.  The Trustee has no duty to determine
whether a supplemental indenture under Section 10.14 need be entered into or
whether any provisions of any supplemental indenture are correct.  The Trustee
shall not be accountable for and makes no representation as to the validity or
value of any securities or assets issued upon conversion of Securities.  The
Trustee shall not be responsible for the Company's failure to comply with this
Article 10.  Each Conversion Agent shall have the same protection under this
Section 10.16 as the Trustee.

          Section 10.17  Simultaneous Adjustments.  In the event that this
                         ------------------------
Article 10 requires adjustments to the Conversion Rate under more than one of
Sections 10.6(4), 10.7 or 10.8, and the record dates for the distributions
giving rise to such adjustments shall occur on the same date, then such
adjustments shall be made by applying, first, the provisions of Section 10.6,
second, the provisions of Section 10.8 and, third, the provisions of Section
10.7.

          Section 10.18  Successive Adjustments.  After an adjustment to the
                         ----------------------
Conversion Rate under this Article 10, any subsequent event requiring an
adjustment under this Article 10 shall cause an adjustment to the Conversion
Rate as so adjusted.

                                      70
<PAGE>

                                      71
<PAGE>

                                  ARTICLE XI

                                 MISCELLANEOUS

          Section 11.1   Trust Indenture Act Controls.  If any provision of this
                         ----------------------------
Indenture limits, qualifies, or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

          Section 11.2   Notices.  Any request, demand, authorization, notice,
                         -------
waiver, consent or communication shall be in writing and delivered in person or
mailed by first-class mail, postage prepaid, addressed as follows or transmitted
by facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

     if to the Company:

     Tyco International Ltd.
     The Zurich Centre, 2/nd/ Floor
     90 Pitts Bay Road
     Pembroke HM08, Bermuda
     Attn: Chief Corporate Counsel
     Facsimile No. (441) 298-9778

     with a copy to:

     Tyco International (US), Inc.
     9 West 57/th/ Street, 43/rd/ Floor
     New York, New York 10019
     Attn: Treasurer
     Facsimile No. (212) 646-8526

     if to the Trustee:

     State Street Bank and Trust Company
     Corporate Trust Department
     2 Avenue de Lafayette
     Boston, MA 02111

     Telephone No. 617-662-1802
     Facsimile No. 617-662-1465
     Attention:  Deborah Ibrahim

     The Company or the Trustee by notice given to the other in the manner

                                      72
<PAGE>

provided above may designate additional or different addresses for subsequent
notices or communications.

     Any notice or communication given to a Securityholder shall be mailed to
the Securityholder, by first-class mail, postage prepaid, at the
Securityholder's address as it appears on the registration books of the
Registrar and shall be sufficiently given if so mailed within the time
prescribed.

     Failure to mail a notice or communication to a Securityholder or any defect
in it shall not affect its sufficiency with respect to other Securityholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not received by the addressee.

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

          Section 11.3   Communication by Holders with Other Holders.
                         -------------------------------------------
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the
Conversion Agent and anyone else shall have the protection of TIA Section
312(c).

          Section 11.4   Certificate and Opinion as to Conditions Precedent.
                         --------------------------------------------------
Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

     (1)  an Officers' Certificate stating that, in the opinion of the signers,
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

     (2)  an Opinion of Counsel stating that, in the opinion of such counsel,
all such conditions precedent have been complied with.

          Section 11.5   Statements Required in Certificate or Opinion.  Each
                         ---------------------------------------------
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

     (1)  a statement that each person making such Officers' Certificate or
Opinion of Counsel has read such covenant or condition;

     (2)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such Officers'

                                      73
<PAGE>

Certificate or Opinion of Counsel are based;

     (3)  a statement that, in the opinion of each such person, he has made such
examination or investigation as is necessary to enable such person to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     (4)  a statement that, in the opinion of such person, such covenant or
condition has been complied with.

          Section 11.6   Separability Clause.  In case any provision in this
                         -------------------
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          Section 11.7   Rules by Trustee, Paying Agent, Conversion Agent and
                         ----------------------------------------------------
Registrar.  The Trustee may make reasonable rules for action by or a meeting of
---------
Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.

          Section 11.8   Legal Holidays.  A "Legal Holiday" is any day other
                         --------------
than a Business Day. If any specified date (including a date for giving notice)
is a Legal Holiday, the action shall be taken on the next succeeding day that is
not a Legal Holiday, and, if the action to be taken on such date is a payment in
respect of the Securities, no Original Issue Discount or interest, if any, shall
accrue for the intervening period.

          Section 11.9   GOVERNING LAW.   THE LAWS OF THE STATE OF NEW YORK
                         -------------
SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

          Section 11.10  No Recourse Against Others.  A director, officer,
                         --------------------------
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation.  By accepting a Security, each Securityholder shall waive and release
all such liability. The waiver and release shall be part of the consideration
for the issue of the Securities.

          Section 11.11  Successors.  All agreements of the Company in this
                         ----------
Indenture and the Securities shall bind its successor.  All agreements of the
Trustee in this Indenture shall bind its successor.

          Section 11.12  Multiple Originals.  The parties may sign any number
                         ------------------

                                      74
<PAGE>

of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

          Section 11.13  Submission to Jurisdiction.  By the execution and
                         --------------------------
delivery of this Indenture, the Company (i) acknowledges that as of the date
hereof it has, by separate instrument, irrevocably designated and appointed CT
Corporation System, 1633 Broadway, New York, New York 10019 as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to the Securities, the Common Shares, this Indenture, or the
Registration Rights Agreement that may be instituted in any federal or New York
State court located in the City of New York, and acknowledges that CT
Corporation System has accepted such designation, (ii) submits to the non-
exclusive jurisdiction of any such court in any such suit or proceeding, and
(iii) agrees that service of process upon CT Corporation System and written
notice of said service to the Company (mailed or delivered to the address set
forth in Section 11.2 hereof), shall be deemed in every respect effective
service upon the Company in any such suit or proceeding.  The Company further
agrees to take any and all action, including the execution and filing of any and
all such documents and instruments, as may be necessary to continue such
designation and appointment of CT Corporation System in full force and effect so
long as this Indenture shall be in full force and effect.

          The Company hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Indenture in any New York State or federal
court in the City of New York, or any appellate court with respect to any of the
foregoing.  The Company hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

                                      75
<PAGE>

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

                                        TYCO INTERNATIONAL LTD.


                                        By: /s/ Mark H. Swartz
                                            -----------------------------------
                                            Name:
                                            Title:


                                        STATE STREET BANK AND TRUST COMPANY


                                        By: /s/ Kenneth R. Ring
                                            -----------------------------------
                                            Name:  Kenneth R. Ring
                                            Title: Assistant Vice President

                                      76
<PAGE>

                                  EXHIBIT A-1

                       [FORM OF FACE OF GLOBAL SECURITY]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $741.65 , THE ISSUE DATE IS NOVEMBER 17, 2000, AND
THE YIELD TO MATURITY IS 1.50 % PER ANNUM.

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

          TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

          THIS SECURITY AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
SECURITY OR UPON PURCHASE OF THIS SECURITY BY TYCO INTERNATIONAL LTD (THE
"COMPANY") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY, THE
SHARES OF COMMON SHARES ISSUABLE UPON CONVERSION OF THIS SECURITY OR UPON
PURCHASE OF THIS SECURITY BY TYCO NOR ANY INTEREST OR PARTICIPATION HEREIN OR
THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,

                                      77
<PAGE>

PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

          THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO
OFFER, SELL, OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE"), WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7)
OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

          THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION
OF THE CONDITIONS SPECIFIED IN THE INDENTURE.

                            TYCO INTERNATIONAL LTD.

                                      78
<PAGE>

                     Liquid Yield Option(TM) Note due 2020
                             (Zero Coupon-Senior)
No.                                     CUSIP:

Issue Date: November 17, 2000             Original Issue Discount: $258.35
                                          (for each $1,000  Principal Amount at
Issue Price: $741.65                      Maturity)
(for each $1,000 Principal Amount at
Maturity)

     TYCO INTERNATIONAL LTD., a Bermuda corporation, promises to pay to Cede &
Co. or registered assigns, the Principal Amount at Maturity of [
                    ($          )] on November 17, 2020.

     This Security shall not bear interest except as specified on the other side
of this Security. Original Issue Discount will accrue as specified on the other
side of this Security. This Security is convertible as specified on the other
side of this Security.

     Additional provisions of this Security are set forth on the other side of
this Security.

Dated:                                  Tyco International Ltd.

                                        By: _____________________________
                                        Title: __________________________


TRUSTEE'S CERTIFICATE OF  AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

By __________________________________
       Authorized Signatory

Dated:

                                      79
<PAGE>

                         [FORM OF REVERSE SIDE OF LYON]

                     Liquid Yield Option(TM) Note Due 2020
                              (Zero Coupon-Senior)


 1.   Interest.

          This Security shall not bear interest. If the Principal Amount at
Maturity hereof or any portion of such Principal Amount at Maturity is not paid
when due (whether upon acceleration pursuant to Section 6.2 of the Indenture,
upon the date set for payment of the Redemption Price pursuant to paragraph 5
hereof, upon the date set for payment of the Purchase Price or Change in Control
Purchase Price pursuant to paragraph 6 hereof or upon the Stated Maturity of
this Security), then in each such case the overdue amount shall, to the extent
permitted by law, bear interest at the rate of 1.50 % per annum, compounded
semiannually, which interest shall accrue from the date such overdue amount was
originally due to the date payment of such amount, including interest thereon,
has been made or duly provided for. All such interest shall be payable on
demand.

          Original Issue Discount (the difference between the Issue Price and
the Principal Amount at Maturity of the Security), in the period during which a
Security remains outstanding, shall accrue at 1.50 % per annum, on a semiannual
bond equivalent basis using a 360-day year composed of twelve 30-day months,
from the Issue Date of this Security.

2.   Method of Payment.

          Subject to the terms and conditions of the Indenture, the Company will
make payments in respect of Redemption Prices, Purchase Prices, Change in
Control Purchase Prices and at Stated Maturity to Holders who surrender
Securities to a Paying Agent to collect such payments in respect of the
Securities. The Company will pay cash amounts in money of the United States that
at the time of payment is legal tender for payment of public and private debts.
However, the Company may make such cash payments by check payable in such money.

                                      80
<PAGE>

3.   Paying Agent, Conversion Agent and Registrar.

          Initially, State Street Bank and Trust Company (the "Trustee") will
act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and
change any Paying Agent, Conversion Agent or Registrar without notice, other
than notice to the Trustee; provided that the Company will maintain at least one
Paying Agent in the State of New York, City of New York, Borough of Manhattan,
which shall initially be an office or agency of the Trustee. The Company or any
of its Subsidiaries or any of their Affiliates may act as Paying Agent,
Conversion Agent or Registrar.

4.   Indenture.

          The Company issued the Securities under an Indenture dated as of
November 17, 2000 (the "Indenture"), between the Company and the Trustee. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as in
effect from time to time (the "TIA"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and the TIA for a statement of those terms.

          The Securities are general unsecured obligations of the Company
limited to $4,657,500,000 aggregate Principal Amount at Maturity (subject to
Section 2.7 of the Indenture). The Indenture does not limit other indebtedness
of the Company, secured or unsecured.

5.   Redemption at the Option of the Company.

          No sinking fund is provided for the Securities. The Securities are
redeemable as a whole, or from time to time in part, at any time at the option
of the Company at the Redemption Prices set forth below, provided that the
Securities are not redeemable prior to November 17, 2007.

          The table below shows Redemption Prices of a Security per $1,000
Principal Amount at Maturity on the dates shown below and at Stated Maturity,
which prices reflect accrued Original Issue Discount calculated to each such
date. The Redemption Price of a Security redeemed between such dates shall
include an additional amount reflecting the additional Original Issue Discount
accrued since the next preceding date in the table.

                                      81
<PAGE>

                                          (2)
                        (1)             Accrued            (3)
                       LYON          Original Issue    Redemption
                       Issue           Discount at        Price
Redemption Date        Price              1.50 %        (1) + (2)
-------------------  ---------      --------------   ---------------
 November 17, 2007    $741.65           $ 81.79       $  823.44
 November 17, 2008     741.65             94.18          835.83
 November 17, 2009     741.65            106.77          848.42
 November 17, 2010     741.65            119.54          861.19
 November 17, 2011     741.65            132.51          874.16
 November 17, 2012     741.65            145.67          887.32
 November 17, 2013     741.65            159.03          900.68
 November 17, 2014     741.65            172.59          914.24
 November 17, 2015     741.65            186.35          928.00
 November 17, 2016     741.65            200.33          941.98
 November 17, 2017     741.65            214.51          956.16
 November 17, 2018     741.65            228.90          970.55
 November 18, 2019     741.65            243.52          985.17
 At Stated Maturity    741.65            258.35        1,000.00

6.   Purchase By the Company at the Option of the Holder.

          Subject to the terms and conditions of the Indenture, the Company
shall become obligated to purchase, at the option of the Holder, all or any
portion of the Securities held by such Holder in integral multiples of $1,000
Principal Amount at Maturity on the following Purchase Dates and at the
following Purchase Prices per $1,000 Principal Amount at Maturity, upon delivery
of a Purchase Notice containing the information set forth in the Indenture, at
any time from the opening of business on the date that is 20 Business Days prior
to such Purchase Date until the close of business on the fifth Business Day
prior to such Purchase Date, and upon delivery of the Securities to the Paying
Agent by the Holder as set forth in the Indenture.

                 Purchase Price           Purchase Price
              -------------------         --------------
              November 17, 2001               $752.82
              November 17, 2003               $775.66
              November 17, 2005               $799.19
              November 17, 2007               $823.44
              November 17, 2014               $914.24

          The Purchase Price for the November 17, 2001 purchase (equal to the

                                      82
<PAGE>

Issue Price plus accrued Original Issue Discount to the Purchase Date) may be
paid, at the option of the Company, in cash or by the issuance and delivery of
Common Shares of the Company, or in any combination thereof.

          At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase the Securities
held by such Holder 35 Business Days after the occurrence of a Change in Control
of the Company occurring on or prior to November 17, 2007 for a Change in
Control Purchase Price equal to the Issue Price plus accrued Original Issue
Discount to the Change in Control Purchase Date, which Change in Control
Purchase Price shall be paid in cash.

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

          If cash (and/or securities if permitted under the Indenture)
sufficient to pay the Purchase Price or Change in Control Purchase Price, as the
case may be, of all Securities or portions thereof to be purchased as of the
Purchase Date or the Change in Control Purchase Date, as the case may be, is
deposited with the Paying Agent on the Business Day following the Purchase Date
or the Change in Control Purchase Date, Original Issue Discount ceases to accrue
on such Securities (or portions thereof) immediately after such Purchase Date or
Change in Control Purchase Date, and the Holder thereof shall have no other
rights as such other than the right to receive the Purchase Price or Change in
Control Purchase Price upon surrender of such Security.

7.   Notice of Redemption.

          Notice of redemption pursuant to paragraph 5 of this Security will be
mailed at least 15 days but not more than 60 days before the Redemption Date to
each Holder of Securities to be redeemed at the Holder's registered address. If
money sufficient to pay the Redemption Price of all Securities (or portions
thereof) to be redeemed on the Redemption Date is deposited with the Paying
Agent prior to or on the Redemption Date, immediately after such Redemption Date
Original Issue Discount ceases to accrue on such Securities or portions thereof.
Securities in denominations larger than $1,000 of Principal Amount at Maturity
may be redeemed in part but only in integral multiples of $1,000 of Principal
Amount at Maturity.

8.   Conversion.

          Holders may surrender Securities for conversion into Common Shares on
a Conversion Date if, as of such Conversion Date, the Sale Price (as defined in
the
                                      83
<PAGE>

Indenture) of the Common Shares for at least 20 trading days in the 30 trading
day period ending on the trading day prior to the Conversion Date is more than
110% of the accreted conversion price of a Security with a $1,000 Principal
Amount at Maturity on such Conversion Date. The accreted conversion price is
equal to the Issue Price plus accrued Original Issue Discount of such Security,
with the sum thereof divided by the Conversion Rate. In addition, a Holder may
surrender for conversion a Security or portion of a Security which has been
called for redemption pursuant to paragraph 5 hereof, even if the foregoing
provision has not been satisfied, and such Securities may be surrendered for
conversion until the close of business on the day that is two Business Days
prior to the Redemption Date. In the event that the Company declares a dividend
or distribution described in Section 10.7 of the Indenture, or a dividend or a
distribution described in Section 10.8 of the Indenture where the fair market
value of such dividend or distribution per Common Share, as determined in the
Indenture, exceeds 15% of the Sale Price of the Common Shares as of the Business
Day prior to the date of declaration, the Securities may be surrendered for
conversion beginning on the date the Company gives notice to the Holders of such
right, which shall be not less than 20 days prior to the Ex-Dividend Time for
such dividend or distribution and Securities may be surrendered for conversion
at any time thereafter until the close of business on the Business Day prior to
the Ex-Dividend Time or until the Company announces that such distribution will
not take place. Finally, in the event the Company is a party to a consolidation,
merger or binding share exchange pursuant to which the Common Shares would be
converted into cash, securities or other property as set forth in Section 10.14
of the Indenture, the Securities may be surrendered for conversion at any time
from and after the date which is 15 days prior to the date the Company announces
as the anticipated effective time until 15 days after the actual date of such
transaction.

          A Security in respect of which a Holder has delivered a Purchase
Notice or Change in Control Purchase Notice exercising the option of such Holder
to require the Company to purchase such Security may be converted only if such
notice of exercise is withdrawn in accordance with the terms of the Indenture.

          The initial Conversion Rate is 10.3014 Common Shares per $1,000
Principal Amount at Maturity, subject to adjustment in certain events described
in the Indenture. A Holder which surrenders Securities for conversion will
receive cash or a check in lieu of any fractional Common Share.

          In certain circumstances described in the Indenture, a Holder which
surrenders Securities for conversion may receive Common Shares and cash in lieu
of fractional shares from an Exchange Party and not from the Company and the
Securities may remain outstanding.

          To surrender a Security for conversion, a Holder must (1) complete and
manually sign the conversion notice below (or complete and manually sign a

                                      84
<PAGE>

facsimile of such notice) and deliver such notice to the Conversion Agent, (2)
surrender the Security to the Conversion Agent, (3) furnish appropriate
endorsements and transfer documents and (4) pay any transfer or similar tax, if
required.

          A Holder may convert a portion of a Security if the Principal Amount
at Maturity of such portion is $1,000 or an integral multiple of $1,000. No
payment or adjustment will be made for dividends on the Common Shares except as
provided in the Indenture. On conversion of a Security, that portion of accrued
Original Issue Discount attributable to the period from the Issue Date through
the Conversion Date with respect to the converted Security shall not be
cancelled, extinguished or forfeited, but rather shall be deemed to be paid in
full to the Holder thereof through the delivery of the Common Shares (together
with the cash payment, if any, in lieu of fractional shares) in exchange for the
Security being converted pursuant to the terms hereof; and the fair market value
of such shares of Common Shares (together with any such cash payment in lieu of
fractional shares) shall be treated as issued, to the extent thereof, first in
exchange for Original Issue Discount accrued through the Conversion Date, and
the balance, if any, of such fair market value of such Common Shares (and any
such cash payment) shall be treated as issued in exchange for the Issue Price of
the Security being converted pursuant to the provisions hereof.

          The Conversion Rate will be adjusted for dividends or distributions on
Common Shares payable in Common Shares or other Capital Stock; subdivisions,
combinations or certain reclassifications of Common Shares; distributions to all
holders of Common Shares of certain rights to purchase Common Shares for a
period expiring within 60 days at less than the Average Sale Price at the Time
of Determination; and distributions to such holders of assets or debt securities
of the Company or certain rights to purchase securities of the Company
(excluding certain cash dividends or distributions). However, no adjustment need
be made if Securityholders may participate in the transaction without conversion
or in certain other cases. The Company from time to time may voluntarily
increase the Conversion Rate.

          If the Company is a party to a consolidation, merger or binding share
exchange or a transfer of all or substantially all of its assets, or upon
certain distributions described in the Indenture, the right to convert a
Security into Common Shares may be changed into a right to convert it into
securities, cash or other assets of the Company or another person.

9.   Conversion Arrangement on Call for Redemption.

          Any Securities called for redemption, unless surrendered for
conversion before the close of business on the day that is two Business Days
prior to the Redemption Date, may be deemed to be purchased from the Holders of
such Securities at an amount not less than the Redemption Price, by one or more

                                      85
<PAGE>

investment bankers or other purchasers who may agree with the Company to
purchase such Securities from the Holders, to convert them into Common Shares of
the Company and to make payment for such Securities to the Trustee in trust for
such Holders.

10.  Denominations; Transfer; Exchange.

          The Securities are in fully registered form, without coupons, in
denominations of $1,000 of Principal Amount at Maturity and integral multiples
of $1,000. A Holder may transfer or exchange Securities in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not transfer
or exchange any Securities selected for redemption (except, in the case of a
Security to be redeemed in part, the portion of the Security not to be redeemed)
or any Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has been given and not withdrawn (except, in the case of a
Security to be purchased in part, the portion of the Security not to be
purchased) or any Securities for a period of 15 days before the mailing of a
notice of redemption of Securities to be redeemed.

11.  Persons Deemed Owners.

          The registered Holder of this Security may be treated as the owner of
this Security for all purposes.

12.  Unclaimed Money or Securities.

          The Trustee and the Paying Agent shall return to the Company upon
written request any money or securities held by them for the payment of any
amount with respect to the Securities that remains unclaimed for two years,
subject to applicable unclaimed property law. After return to the Company,
Holders entitled to the money or securities must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.

13.  Amendment; Waiver.

          Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended with the written consent of the
Holders of at least a majority in aggregate Principal Amount at Maturity of the
Securities at the time outstanding and (ii) certain Defaults may be waived with
the written consent of the Holders of a majority in aggregate Principal Amount
at Maturity of the

                                      86
<PAGE>

Securities at the time outstanding. Subject to certain exceptions set forth in
the Indenture, without the consent of any Securityholder, the Company and the
Trustee may amend the Indenture or the Securities so long as such changes, other
that those in clause (ii), do not materially and adversely affect the interest
of Securityholders (i) to cure any ambiguity, omission, defect or inconsistency,
(ii) to comply with Article 5 or Section 10.14 of the Indenture, (iii) to add to
the covenants of the Company for the benefit of Securityholders or to secure the
Company's obligations under the Securities and this Indenture, or (iv) to comply
with any requirement of the SEC in connection with the qualification of the
Indenture under the TIA.

14.  Defaults and Remedies.

          Under the Indenture, Events of Default include (i) default in payment
of the Principal Amount at Maturity, Issue Price plus accrued Original Issue
Discount, Redemption Price, Purchase Price or Change in Control Purchase Price,
as the case may be, in respect of the Securities when the same becomes due and
payable, (ii) failure by the Company to comply with other agreements in the
Indenture or the Securities, subject to notice and lapse of time; (iii) default
by the Company in the payment at the final maturity thereof, after the
expiration of any applicable grace period, of principal of or interest on
indebtedness for money borrowed, other than non-recourse indebtedness, in the
principal amount then outstanding of $50 million or more, or acceleration of any
indebtedness in such principal amount so that it becomes due and payable prior
to the date on which it would otherwise have become due and payable and such
acceleration is not rescinded within 10 business days after notice to the
Company in accordance with the Indenture; and (iv) certain events of bankruptcy
or insolvency.

          Securityholders may not enforce the Indenture or the Securities except
as provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in aggregate Principal Amount at
Maturity of the Securities at the time outstanding may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Securityholders
notice of any continuing Default (except a Default in payment of amounts
specified in clause (i) above) if it determines that withholding notice is in
their interests.

15.  Trustee Dealings with the Company.

          Subject to certain limitations imposed by the TIA, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

                                      87
<PAGE>

16.  No Recourse Against Others.

          A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a Security, each
Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.

17.  Authentication.

          This Security shall not be valid until an authorize signatory of the
Trustee manually signs the Trustee's Certificate of Authentication on the other
side of this Security.

18.  Abbreviations.

          Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with right of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

                                      88
<PAGE>

19.  GOVERNING LAW.

          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS
SECURITY.

          The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture which has in it the text of this
Security in larger type. Requests may be made to:

          Tyco International Ltd.
          The Zurich Centre, 2/nd/ Floor
          90 Pitts Bay Road
          Pembroke HM08, Bermuda
          Attn: Chief Corporate Counsel

                                      89
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
           ASSIGNMENT FORM                                 CONVERSION NOTICE
--------------------------------------------------------------------------------------
<S>                                               <C>
To assign this Security, fill in the              To convert this Security into
form below:                                       Common Shares of the Company,
                                                  check the box [_]
--------------------------------------------------------------------------------------

I or we assign and transfer this                  To convert only part of this
Security to                                       Security, state the Principal
_________________________                         Amount at Maturity to be
_________________________                         converted (which must be $1,000
(Insert assignee's soc. sec. or tax ID            or an integral multiple of $1,000):
no.)

_________________________                         If you want the stock certificate
_________________________                         made out in another person's name
_________________________                         fill in the form below:
(Print or type assignee's name,                   _________________________
address and zip code)                             _________________________
                                                  (Insert the other person's soc.
and irrevocably appoint                           sec. tax ID no.


____________________ agent to                     __________________________
transfer this Security on the books of            __________________________
the Company.  The agent may                       __________________________
substitute another to act for him.                __________________________
                                                  __________________________
                                                  (Print or type other person's name,
                                                  address and zip code)
--------------------------------------------------------------------------------------
</TABLE>

Date:  __________ Your Signature:  _________________________________

__ ____________________________________________________________
   (Sign exactly as your name appears on the other side of this Security)


Signature Guaranteed


________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program

By: ____________________________________
            Authorized Signatory

                                      90
<PAGE>

                                  EXHIBIT A-2

                        [Form of Certificated Security]

FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE AMOUNT
OF ORIGINAL ISSUE DISCOUNT WITH RESPECT TO EACH $1,000 OF PRINCIPAL AMOUNT AT
MATURITY OF THIS SECURITY IS $741.65, THE ISSUE DATE IS NOVEMBER 17, 2000, AND
THE YIELD TO MATURITY IS 1.50% PER ANNUM.

          [INCLUDE IF SECURITY IS A CERTIFICATED SECURITY TO BE HELD BY AN
INSTITUTIONAL ACCREDITED INVESTOR--IN CONNECTION WITH ANY TRANSFER, THE HOLDER
WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOLLOWING RESTRICTIONS.]

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

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

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SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.

          [THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON
SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE.]

                            TYCO INTERNATIONAL LTD.

                     Liquid Yield Option(TM) Note due 2020
                             (Zero Coupon-Senior)


No.                                          CUSIP:
Issue Date: November 17, 2000                Original Issue Discount:  $258.35
Issue Price: $741.65                         (for each $1,000 Principal Amount
(for each $1,000 Principal Amount            at Maturity)
at Maturity)


          TYCO INTERNATIONAL LTD., a Bermuda corporation, promises to pay to
Cede & Co. or registered assigns, the Principal Amount at Maturity of [
                              ($             ) on November 17, 2020.]

          This Security shall not bear interest except as specified on the other

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side of this Security. Original Issue Discount will accrue as specified on the
other side of this Security.  This Security is convertible as specified on the
other side of this Security.

          Additional provisions of this Security are set forth on the other side
of this Security.

Dated:                                       TYCO INTERNATIONAL LTD.

                                             By:  _____________________________
                                                  Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

STATE STREET BANK AND TRUST COMPANY,
as Trustee, certifies that this
is one of the Securities referred
to in the within-mentioned Indenture.

By ____________________________
       Authorized Signatory

Dated:

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<PAGE>

                  [FORM OF REVERSE SIDE IS IDENTICAL TO A-1]

                                      94
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                                  EXHIBIT B-1

                             Transfer Certificate

          In connection with any transfer of any of the Securities within the
period prior to the expiration of the holding period applicable to the sales
thereof under Rule 144(k) under the Securities Act of 1933, as amended (the
"Securities Act") (or any successor provision), the undersigned registered owner
of this Security hereby certifies with respect to $____________ Principal Amount
at Maturity of the above-captioned Securities presented or surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
exchange or conversion where the securities issuable upon such exchange or
conversion are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered
Securities for the reason checked below:

          [_]            A transfer of the Surrendered Securities is made to the
                         Company or any subsidiaries; or

          [_]            The transfer of the Surrendered Securities complies
                         with Rule 144A under the U.S. Securities Act of 1933,
                         as amended (the "Securities Act"); or

          [_]            The transfer of the Surrendered Securities is to an
                         institutional accredited investor, as described in Rule
                         501(a)(1), (2), (3) or (7) of Regulation D under the
                         Securities Act; or

          [_]            The transfer of the Surrendered Securities is pursuant
                         to an effective registration statement under the
                         Securities Act, or

          [_]            The transfer of the Surrendered Securities is pursuant
                         to another available exemption from the registration
                         requirement of the Securities Act.

          and unless the box below is checked, the undersigned confirms that, to
the undersigned's knowledge, such Securities are not being transferred to an
"affiliate" of the Company as defined in Rule 144 under the Securities Act (an

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<PAGE>

"Affiliate").

          [_]            The transferee is an Affiliate of the Company.

DATE:                    _____________________________________________
                                          Signature(s)

          (If the registered owner is a corporation, partnership or  fiduciary,
the title of the Person signing on behalf of such registered owner must be
stated.)


Signature Guaranteed

_________________________________
Participant in a Recognized Signature
Guarantee Medallion Program


By: _____________________________
         Authorized Signatory

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                                  EXHIBIT B-2

      Form of Letter to be Delivered by Institutional Accredited Investors


Tyco International Ltd.
The Zurich Centre, 2/nd/ Floor
90 Pitts Bay Road
Pembroke HM08, Bermuda

Attention: Chief Financial Officer

State Street Bank and Trust Company
Corporate Trust Department
2 Avenue de Lafayette
Boston, MA 02111

Attention: Corporate Trust Administration

Dear Sirs:

          We are delivering this letter in connection with the proposed transfer
of $_____________ Principal Amount at Maturity of the Liquid Yield Option Notes
due 2020 ("LYONs") of Tyco International Ltd. (the "Company"), which are
convertible into the Company's common shares, $0.020 par value per share (the
"Common Shares").

          We hereby confirm that:

          (i)  we are an "accredited investor" within the meaning of Rule
501(a)(1), (2), (3)  or (7) under the Securities Act of 1933, as amended (the
"Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act (an "Institutional Accredited Investor");

          (ii) the purchase of LYONs by us is for our own account or for the
account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an "accredited investor"
within the meaning of Rule 501(a)(7) under the Securities Act and for each of
which we exercise sole investment discretion or (B) we are a "bank," within the
meaning of Section 3(a)(2) of the Securities Act, or a "savings and loan
association" or other institution described in Section 3(a)(5)(A) of the
Securities Act that is acquiring

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LYONs as fiduciary for the account of one or more institutions for which we
exercise sole investment discretion;

          (iii) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of purchasing
LYONs; and

          (iv)  we are not acquiring LYONs with a view to distribution thereof
or with any present intention of offering or selling LYONs or the Common Shares
issuable upon conversion thereof, except as permitted below; provided that the
disposition of our property and property of any accounts for which we are acting
as fiduciary shall remain at all times within our control.

          We understand that the LYONs were originally offered and sold in a
transaction not involving any public offering within the United States within
the meaning of the Securities Act and that the LYONs and the Common Shares (the
"Securities") issuable upon conversion thereof or in payment of the purchase
price at the option of the holders on November 17, 2001 have not been registered
under the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any LYONs, that if in the future we decide to
resell or otherwise transfer such Securities prior to the date (the "Resale
Restriction Termination Date"), such Securities may be resold or otherwise
transferred only (i) to Tyco International Ltd. or any subsidiary thereof, or
(ii) for as long as the LYONs are eligible for resale pursuant to Rule 144A, to
a person it reasonably believes is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) that purchases for its own account or for
the account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A, or (iii) to an Institutional
Accredited Investor that is acquiring the Security for its own account, or for
the account of such Institutional Accredited Investor for investment purposes
and not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act, or (iv) pursuant to another
available exemption from registration under the Securities Act (if applicable),
or (v) pursuant to a registration statement which has been declared effective
under the Securities Act and, in each case, in accordance with any applicable
securities laws of any State of the United States or any other applicable
jurisdiction and in accordance with the legends set forth on the Securities. We
further agree to provide any person purchasing any of the Securities other than
pursuant to clause (v) above from us a notice advising such purchaser that
resales of such securities are restricted as stated herein. We understand that
the trustee or the transfer agent, as the case may be, for the Securities will
not be required to accept for registration of transfer any Securities pursuant
to (iii) or (iv) above except upon presentation of evidence satisfactory to the
Company that the foregoing restrictions on transfer have been complied with. We
further understand that any Securities will be in the form of definitive
physical certificates and that such certificates will bear a legend reflecting
the substance of this paragraph other than

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certificates representing Securities transferred pursuant to clause (v) above.

          We acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.

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



                                        [Name of Purchaser]



                                        By:  ____________________________
                                             Name:
                                             Title:
                                             Address:

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