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     INDENTURE, dated as of March 7, 2000, between CV
THERAPEUTICS, INC., a corporation duly organized and existing
under the laws of the State of Delaware, having its principal
office at 3172 Porter Drive, Palo Alto, California 94304 (the
"Company"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as
Trustee (the "Trustee"), having its principal corporate trust
office at Sixth & Marquette, MAC N9303-120, Minneapolis, MN
55479.

                     RECITALS OF THE COMPANY

     The Company has duly authorized the creation of an issue of
its 4_% Convertible Subordinated Notes due 2007 (herein called
the "Securities") of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture.

     All things necessary to make the Securities, when the
Securities are executed by the Company and authenticated and
delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid
agreement of the Company, in accordance with their and its terms,
have been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows:

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                            ARTICLE 1

                  DEFINITIONS AND INCORPORATION
                          BY REFERENCE

     Section 1.1    Definitions.

     For all purposes of this Indenture and the Securities, the
following terms are defined as follows:

         "Act", when used with respect to any Holder of a
     Security, has the meaning specified in Section 14.4(a)
     hereof.

         "Adjusted Interest Rate" means, with respect to any
     Reset Transaction, the rate per annum that is the arithmetic
     average of the rates quoted by two Reference Dealers
     selected by the Company or its successor as the rate at
     which interest on the Securities should accrue so that the
     fair market value, expressed in dollars, of a Security
     immediately after the later of:

               (1)  the public announcement of such Reset
               Transaction; or

               (2)  the public announcement of a change in
     dividend policy in connection with such Reset Transaction,

     will equal the average Trading Price of a Security for the
     20 Trading Days preceding the date of public announcement of
     such Reset Transaction; provided that the Adjusted Interest
     Rate shall not be less than 4.75% per annum.

         "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 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.

         "Bankruptcy Law" means Title 11 of the U.S. Code or any
     similar federal or state law for the relief of debtors.

         "Board of Directors" means either the board of
     directors of the Company or any committee of that board
     empowered to act for it with respect to this Indenture.

         "Board Resolution" means a resolution duly adopted by
     the Board of Directors, a copy of which, certified by the
     Secretary or an Assistant Secretary of the Company to be in
     full force and effect on the date of such certification,
     shall have been delivered to the Trustee.

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         "Business Day", when used with respect to any Place of
     Payment or Place of Conversion, means each Monday, Tuesday,
     Wednesday, Thursday and Friday which is not a day on which
     banking institutions in that Place of Payment or Place of
     Conversion, as the case may be, are authorized or obligated
     by law to close.

         "Change of Control" means the occurrence of any of the
     following after the original issuance of the Securities:

               (1)  the acquisition by any person, including any
     syndicate or group deemed to be a "person" under Section
     13(d)(3) of the Exchange Act, of beneficial ownership,
     directly or indirectly, through a purchase, merger or other
     acquisition transaction or series of transactions, of shares
     of capital stock of the Company entitling such person to
     exercise 50% or more of the total voting power of all shares
     of capital stock of the Company entitled to vote generally
     in elections of directors, other than any such acquisition
     by the Company, any subsidiary of the Company or any
     employee benefit plan of the Company;

               (2)  any consolidation or merger of the Company
     with or into any other person, any merger of another person
     into the Company, or any conveyance, transfer, sale, lease
     or other disposition of all or substantially all of the
     properties and assets of the Company to another person,
     other than (a) any such transaction (x) that does not result
     in any reclassification, conversion, exchange or
     cancellation of outstanding shares of capital stock of the
     Company and (y) pursuant to which holders of capital stock
     of the Company immediately prior to such transaction have
     the entitlement to exercise, directly or indirectly, 50% or
     more of the total voting power of all shares of capital
     stock of the Company entitled to vote generally in the
     election of directors of the continuing or surviving person
     immediately after such transaction or (b) any merger which
     is effected solely to change the jurisdiction of
     incorporation of the Company and results in a
     reclassification, conversion or exchange of outstanding
     shares of Common Stock solely into shares of common stock of
     the surviving entity;

               (3)  during any consecutive two-year period,
     individuals who at the beginning of that two-year period
     constituted the Board of Directors (together with any new
     directors whose election to the Board of Directors, or whose
     nomination for election by the stockholders of the Company,
     was approved by a vote of a majority of the directors then
     still in office who were either directors at the beginning
     of such period or whose elections or nominations for
     election were previously so approved) cease for any reason
     to constitute a majority of the Board of Directors then in
     office; or

               (4)  the Company is liquidated or dissolved or a
     resolution is passed by the Company's stockholders approving
     a plan of liquidation or dissolution of the Company other
     than in a transaction which complies with the provisions
     described in Article 6 of the Indenture.

     Beneficial ownership shall be determined in accordance with
     Rule 13d-3 promulgated by the SEC under the Exchange Act.
     The term "person" shall include any syndicate or

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     group which would be deemed to be a "person" under Section 13(d)(3)
     of the Exchange Act.

         "Chief Executive Officer" means any chief executive
     officer of the Company.

         "Closing Date" means March 7, 2000 or such later date
     on which the Securities may be delivered pursuant to the
     Purchase Agreement.

         "Closing Price" of any security on any date of
     determination means:

               (1)  the closing sale price (or, if no closing
     sale price is reported, the last reported sale price) of
     such security (regular way) on the New York Stock Exchange
     on such date;

               (2)  if such security is not listed for trading on
     the New York Stock Exchange on any such date, the closing
     sale price as reported in the composite transactions for the
     principal U.S. securities exchange on which such security is
     so listed;

               (3)  if such security is not so listed on a U.S.
     national or regional securities exchange, the closing sale
     price as reported by the Nasdaq National Market;

               (4)  if such security is not so reported, the last
     quoted bid price for such security in the over-the-counter
     market as reported by the National Quotation Bureau or
     similar organization; or

               (5)  if such bid price is not available, the
     average of the mid-point of the last bid and ask prices of
     such security on such date from at least three nationally
     recognized independent investment banking firms retained for
     this purpose by the Company.

         "Common Stock" means any stock of any class of the
     Company which has no preference in respect of dividends or
     of amounts payable in the event of any voluntary or
     involuntary liquidation, dissolution or winding up of the
     Company and which is not subject to redemption by the
     Company.  However, subject to the provisions of Section
     12.11 hereof, shares issuable on conversion of Securities
     shall include only shares of the class designated as Common
     Stock, par value $0.001 per share, of the Company at the
     date of this Indenture or shares of any class or classes
     resulting from any reclassification or reclassifications
     thereof and which have no preference in respect of dividends
     or of amounts payable in the event of any voluntary or
     involuntary liquidation, dissolution or winding up of the
     Company and which are not subject to redemption by the
     Company, provided that if at any time there shall be more
     than one such resulting class, the shares of each such class
     then so issuable shall be substantially in the proportion
     which the total number of shares of such class resulting
     from all such reclassifications bears to the total number of
     shares of all such classes resulting from all such
     reclassifications.

         "Company" means the corporation named as the "Company"
     in the first paragraph of this instrument until a successor
     corporation shall have become such pursuant to the

<PAGE>

     applicable provisions of this Indenture, and thereafter
     "Company" shall mean such successor corporation.

         "Company Notice" has the meaning specified in Section
     11.3 hereof.

         "Company Order" means a written order signed in the
     name of the Company by both (1) the Chief Executive Officer,
     the President or a Vice President and (2) so long as not the
     same as the officer signing pursuant to clause (1), the
     Chief Financial Officer, the Treasurer or the Secretary of
     the Company, and delivered to the Trustee.

         "Conversion Agent" means any Person authorized by the
     Company to convert Securities in accordance with Article 12
     hereof.

         "Conversion Price" has the meaning specified in Section
     12.1 hereof.

         "Corporate Trust Office" means for purposes of
     presentation or surrender of Securities for payment,
     registration, transfer, exchange or conversion or for
     service of notices or demands upon the Company, the office
     of the Trustee located in the City of New York (which at the
     date of this Indenture is located at Norwest Corporate
     Trust, c/o The Depository Trust Company, 1st Floor, TADS
     Dept., 55 Water Street, New York, NY 10041), and for all
     other purposes, the office of the Trustee located in the
     City of Minneapolis, Minnesota (which at the date of this
     Indenture is located at Sixth & Marquette, MAC N9303-120,
     Minneapolis, MN 55479).

         "Corporation" means corporations, associations, limited
     liability companies, companies and business trusts.

         "Current Market Price" has the meaning set forth in
     Section 12.4(g).

         "Custodian" means any receiver, trustee, assignee,
     liquidator, sequestrator or similar official under any
     Bankruptcy Law.

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

         "Defaulted Interest" has the meaning specified in
     Section 2.17 hereof.

         "Depositary" means The Depository Trust Company, its
     nominees and their respective successors.

         "Designated Senior Debt" means Senior Debt of the
     Company which, at the date of determination, has an
     aggregate amount outstanding of, or under which, at the date
     of determination, the holders thereof are committed to lend
     up to, at least $12.5 million and is specifically designated
     in the instrument, agreement or other document evidencing or
     governing that Senior Debt as "Designated Senior Debt" for
     purposes of this Indenture (provided that such instrument,
     agreement or other document may place limitations and
     conditions on the right of such Senior Debt to exercise the
     rights of Designated Senior Debt).

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         "Dividend Yield" on any security for any period means
     the dividends paid or proposed to be paid pursuant to an
     announced dividend policy on such security for such period
     divided by, if with respect to dividends paid on such
     security, the average Closing Price of such security during
     such period and, if with respect to dividends proposed to be
     paid on such security, the Closing Price of such security on
     the effective date of the related Reset Transaction.

         "Dollar," "U.S. Dollar" or "U.S. $" means a dollar or
     other equivalent unit in such coin or currency of the United
     States as at the time shall be legal tender for the payment
     of public and private debts.

         "DTC Participants" has the meaning specified in Section
     2.8 hereof.

         "Event of Default" has the meaning specified in Section
     4.1 hereof.

         "Exchange Act" means the Securities Exchange Act of
     1934, as amended.

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

         "Fair market value" has the meaning set forth in
     Section 12.4(g) hereof.

         "Global Security" has the meaning specified in Section
     2.2 hereof.

         "Guarantee" means any obligation, contingent or
     otherwise, of any Person, directly or indirectly
     guaranteeing any Indebtedness of any other Person and any
     obligation, direct or indirect, contingent or otherwise, of
     such Person:

               (1)  to purchase or pay (or advance or supply
     funds for the purchase or payment of) such Indebtedness of
     such other Person (whether arising by virtue of partnership
     arrangements, or by agreement to keep-well, to purchase
     assets, goods, securities or services, to take-or-pay, or
     maintain financial statement conditions or otherwise); or

               (2)  entered into for purposes of assuring in any
     other manner the obligee of such Indebtedness of the payment
     thereof or to protect such obligee against loss in respect
     thereof (in whole or in part);

     provided, however, that the term "guarantee" will not
     include endorsements for collection or deposit in the
     ordinary course of business.  The term "guarantee" used as a
     verb has a corresponding meaning.

         "Holder," when used with respect to any Security, means
     the Person in whose name the Security is registered in the
     Register.

         "Indebtedness," when used with respect to any Person,
     and without duplication means:

<PAGE>

               (1)  all indebtedness, obligations and other
     liabilities (contingent or otherwise) of such Person for
     borrowed money (including obligations of the Company in
     respect of overdrafts, foreign exchange contracts, currency
     exchange agreements, Interest Rate Protection Agreements,
     and any loans or advances from banks, whether or not
     evidenced by notes or similar instruments) or evidenced by
     bonds, debentures, notes or other instruments for the
     payment of money, or incurred in connection with the
     acquisition of any property, services or assets (whether or
     not the recourse of the lender is to the whole of the assets
     of such Person or to only a portion thereof), other than any
     account payable or other accrued current liability or
     obligation to trade creditors incurred in the ordinary
     course of business in connection with the obtaining of
     materials or services;

               (2)  all reimbursement obligations and other
     liabilities (contingent or otherwise) of such Person with
     respect to letters of credit, bank guarantees, bankers'
     acceptances, surety bonds, performance bonds or other
     guaranty of contractual performance;

               (3)  all obligations and liabilities (contingent
     or otherwise) in respect of (a) leases of such Person
     required, in conformity with generally accepted accounting
     principles, to be accounted for as capitalized lease
     obligations on the balance sheet of such Person and (b) any
     lease or related documents (including a purchase agreement)
     in connection with the lease of real property which provides
     that such Person is contractually obligated to purchase or
     cause a third party to purchase the leased property and
     thereby guarantee a minimum residual value of the leased
     property to the landlord and the obligations of such Person
     under such lease or related document to purchase or to cause
     a third party to purchase the leased property;

               (4)  all obligations of such Person (contingent or
     otherwise) with respect to an interest rate or other swap,
     cap or collar agreement or other similar instrument or
     agreement or foreign currency hedge, exchange, purchase or
     similar instrument or agreement;

               (5)  all direct or indirect guaranties or similar
     agreements by such Person in respect of, and obligations or
     liabilities (contingent or otherwise) of such Person to
     purchase or otherwise acquire or otherwise assure a creditor
     against loss in respect of, indebtedness, obligations or
     liabilities of another Person of the kind described in
     clauses (1) through (4);

               (6)  any indebtedness or other obligations
     described in clauses (1) through (4) secured by any
     mortgage, pledge, lien or other encumbrance existing on
     property which is owned or held by such Person, regardless
     of whether the indebtedness or other obligation secured
     thereby shall have been assumed by such Person; and

               (7)  any and all deferrals, renewals, extensions,
     refinancings, replacements, restatements and refundings of,
     or amendments, modifications or supplements to, any
     indebtedness, obligation or liability of the kind described
     in clauses (1) through (6).

<PAGE>

         "Indenture" means this instrument as originally
     executed or as it may from time to time be supplemented or
     amended by one or more indentures supplemental hereto
     entered into pursuant to the applicable provisions hereof.

         "Initial Purchasers" mean Merrill Lynch, Pierce, Fenner
     & Smith Incorporated, J.P. Morgan Securities Inc.,
     FleetBoston Robertson Stephens Inc. and SG Cowen Securities
     Corporation.

         "Interest Payment Date" means each March 7 and
     September 7.

         "Interest Rate" means, (a) if a Reset Transaction has
     not occurred, 4.75% per annum, or (b) following the
     occurrence of a Reset Transaction, the Adjusted Interest
     Rate related to such Reset Transaction to, but not including
     the effective date of any succeeding Reset Transaction.

         "Interest Rate Protection Agreement" means, with
     respect to any Person, any interest rate swap agreement,
     interest rate cap or collar agreement or other financial
     agreement or arrangement designed to protect such person
     against fluctuations in interest rates, as in effect from
     time to time.

         "Internal Revenue Code" means the Internal Revenue Code
     of 1986, as amended.

         "Liquidated Damages" means all liquidated damages, if
     any, payable pursuant to Section 3 of the Registration
     Rights Agreement.

         "Maturity" means the date on which the principal of
     such Security becomes due and payable as therein or herein
     provided, whether at the Stated Maturity or by acceleration,
     conversion, call for redemption, exercise of a Repurchase
     Right or otherwise.

         "Nasdaq National Market" means the National Association
     of Securities Dealers Automated Quotation National Market or
     any successor national securities exchange or automated over-
     the-counter trading market in the United States.

         "Non-Electing Share" has the meaning specified in
     Section 12.11 hereof.

         "Officer" of the Company means the Chief Executive
     Officer, the President, the Chief Financial Officer, the
     Treasurer, any Vice President or the Secretary of the
     Company.

         "Officers' Certificate" means a certificate signed by
     both (1) the Chief Executive Officer, the President or a
     Vice President and (2) so long as not the same as the
     officer signing pursuant to clause (1), the Chief Financial
     Officer, the Treasurer or the Secretary of the Company, and
     delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of
     counsel, who may be counsel to the Company (and may include
     directors or employees of the Company) and which opinion is
     acceptable to the Trustee which acceptance shall not be
     unreasonably withheld.

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         "Outstanding," when used with respect to Securities,
     means, as of the date of determination, all Securities
     theretofore authenticated and delivered under this
     Indenture, except Securities:

               (1)  previously canceled by the Trustee or
     delivered to the Trustee for cancellation;

               (2)  for the payment or redemption of which money
     in the necessary amount has been previously deposited with
     the Trustee or any Paying Agent (other than the Company) in
     trust or set aside and segregated in trust by the Company
     (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities, provided that if such Securities
     are to be redeemed, notice of such redemption has been duly
     given pursuant to this Indenture; and

               (3)  which have been paid, in exchange for or in
     lieu of which other Securities have been authenticated and
     delivered pursuant to this Indenture, other than any such
     Securities in respect of which there shall have been
     presented to the Trustee proof satisfactory to it that such
     Securities are held by a bona fide purchaser in whose hands
     such Securities are valid obligations of the Company.

         "Paying Agent" has the meaning specified in Section 2.5
     hereof.

         "Payment Blockage Notice" has the meaning specified in
     Section 13.1(d) hereof.

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

         "Physical Securities" has the meaning specified in
     Section 2.2 hereof.

         "Place of Conversion" means any city in which any
     Conversion Agent is located.

         "Place of Payment" means any city in which any Paying
     Agent is located.

         "Predecessor Security" of any particular Security means
     every previous Security evidencing all or a portion of the
     same debt as that evidenced by such particular Security;
     and, for the purposes of this definition, any Security
     authenticated and delivered under Section 2.12 hereof in
     exchange for or in lieu of a mutilated, destroyed, lost or
     stolen Security shall be deemed to evidence the same debt as
     the mutilated, destroyed, lost or stolen Security.

         "Purchase Agreement" means the Purchase Agreement,
     dated March 1, 2000, between the Company and the Initial
     Purchasers.

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

         "Quoted Price" of the Common Stock means the last
     reported sale price of the Common Stock on the Nasdaq
     National Market, or, if the Common Stock is listed on a

<PAGE>

     national securities exchange, then on such exchange, or if
     the Common Stock is not quoted on Nasdaq National Market or
     listed on an exchange, the average of the last bid and asked
     price on the National Association of Securities Dealers
     Automated Quotation System.

         "Record Date" means either a Regular Record Date or a
     Special Record Date, as the case may be, provided that, for
     purposes of Section 12.4 hereof, Record Date has the meaning
     specified in Section 12.4(g) hereof.

         "Redemption Date," when used with respect to any
     Security to be redeemed, means the Optional Redemption Date
     in the event of an Optional Redemption or the Provisional
     Redemption Date, in the event of a Provisional Redemption,
     as the case may be.

         "Redemption Price," when used with respect to any
     Security to be redeemed, means the Optional Redemption
     Price, in the event of an Optional Redemption, or the
     Provisional Redemption Price, in the event of a Provisional
     Redemption, as the case may be.

         "Reference Dealer" means a dealer engaged in the
     trading of convertible securities.

         "Reference Period" has the meaning set forth in Section
     12.4(d) hereof.

         "Register" has the meaning specified in Section 2.5
     hereof.

         "Registrar" has the meaning specified in Section 2.5
     hereof.

         "Registration Rights Agreement" means the Resale
     Registration Rights Agreement dated March 7, 2000, between
     the Company and the Initial Purchasers.

         "Regular Record Date" for the interest on the
     Securities (including Liquidated Damages, if any) payable
     means the February 20 (whether or not a Business Day) next
     preceding a March 7 Interest Payment Date and the August 30
     (whether or not a Business Day) next preceding a September 7
     Interest Payment Date.

         "Repurchase Date" has the meaning specified in Section
     11.1 hereof.

         "Repurchase Price" has the meaning specified in Section
     11.1 hereof.

         "Repurchase Right" has the meaning specified in Section
     11.1 hereof.

         "Reset Transaction" means a merger, consolidation or
     statutory share exchange to which the entity that is the
     issuer of the shares of common stock into which the
     Securities are then convertible into is a party; a sale of
     all or substantially all the assets of that entity; a
     recapitalization of those shares of common stock; or a
     distribution described in Section 12.4(d) hereof; after the
     effective date of which transaction or distribution the
     Securities would be convertible into:

<PAGE>

               (1)  shares of an entity the common stock of which
     had a Dividend Yield for the four fiscal quarters of such
     entity immediately preceding the public announcement of such
     transaction or distribution that was more than 2.5% higher
     then the Dividend Yield on the Common Stock (or other common
     stock then issuable upon conversion of the Securities) for
     the four fiscal quarters preceding the public announcement
     of such transaction or distribution; or

               (2)  shares of an entity that announces a dividend
     policy prior to the effective date of such transaction or
     distribution which policy, if implemented, would result in a
     Dividend Yield on such entity's common stock for the next
     four fiscal quarters that would result in such a 2.5% basis
     point increase.

         "Responsible Officer," when used with respect to the
     Trustee, means any officer of the Trustee, including any
     vice president, assistant vice president, secretary,
     assistant secretary, the treasurer, any assistant treasurer,
     the managing director or any other officer of the Trustee
     customarily performing functions similar to those performed
     by any of the above designated officers and also means, with
     respect to a particular corporate trust matter, any other
     officer to whom such matter is referred because of such
     officer's knowledge of and familiarity with the particular
     subject.

         "Restricted Securities" means the Securities defined as
     such in Section 2.3 hereof.

         "Restricted Securities Legend" has the meaning set
     forth in Section 2.3(a) hereof.

         "Rule 144" means Rule 144 under the Securities Act
     (including any successor rule thereof), as the same may be
     amended from time to time.

         "Rule 144A" means Rule 144A as promulgated under the
     Securities Act (including any successor rule thereof), as
     the same may be amended from time to time.

         "SEC" means the Securities and Exchange Commission.

         "Securities" has the meaning ascribed to it in the
     first paragraph under the caption "Recitals of the Company".

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

         "Senior Debt" means the principal of, premium, if any,
     interest (including all interest accruing subsequent to the
     commencement of any bankruptcy or similar proceeding,
     whether or not a claim for post-petition interest is
     allowable as a claim in any such proceeding) and rent
     payable on or termination payment with respect to or in
     connection with, and all fees, costs, expenses and other
     amounts accrued or due on or in connection with,
     Indebtedness of the Company, whether outstanding on the date
     of this Indenture or thereafter created, incurred, assumed,
     guaranteed or in effect guaranteed by the Company (including
     all deferrals, renewals, extensions or refundings of, or
     amendments, modifications or supplements to, the foregoing),
     except for (a) any particular Indebtedness in respect of
     which the instrument creating or evidencing the same or the
     assumption or guarantee thereof expressly provides that such
     Indebtedness

<PAGE>

     shall not be senior in right of payment to the
     Securities or expressly provides that such Indebtedness is
     pari passu or junior to the Securities and (b) any
     Indebtedness between or among the Company and/or any of its
     subsidiaries, or any of the Company's Affiliates.  The term
     "Senior Debt" shall include, without limitation, all
     Designated Senior Debt.

         "Significant Subsidiary" means any Subsidiary which is
     a "significant subsidiary" within the meaning of Rule 405
     under the Securities Act.

         "Special Record Date" for the payment of any Defaulted
     Interest means a date fixed by the Trustee pursuant to
     Section 2.17 hereof.

         "Stated Maturity" means the date specified in any
     Security as the fixed date for the payment of principal on
     such Security or on which an installment of interest
     (including Liquidated Damages, if any) on such Security is
     due and payable.

         "Subsidiary" means a corporation more than 50% of the
     outstanding voting stock of which is owned, directly or
     indirectly, by the Company or by one or more other
     Subsidiaries, or by the Company and one or more other
     Subsidiaries.  For the purposes of this definition only,
     "voting stock" means stock which ordinarily has voting power
     for the election of directors, whether at all times or only
     so long as no senior class of stock has such voting power by
     reason of any contingency.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.
     Code Section 77aaa-77bbbb), 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 such amendment, the Trust Indenture Act of 1939, as so
     amended, or any successor statute.

         "Trading Day" means:

               (1)  if the applicable security is listed or
     admitted for trading on the New York Stock Exchange or
     another national security exchange, a day on which the New
     York Stock Exchange or such other national security exchange
     is open for business;

               (2)  if the applicable security is quoted on the
     Nasdaq National Market, a day on which trades may be made
     thereon; or

               (3)  if the applicable security is not so listed,
     admitted for trading or quoted, any day other than a
     Saturday or Sunday or a day on which banking institutions in
     the State of New York are authorized or obligated by law or
     executive order to close.

         "Trading Price" of a security on any date of
     determination means:

               (1)  the closing sale price (or, if no closing
     sale price is reported, the last reported sale price) of
     such security (regular way) on the New York Stock Exchange
     on such date;

<PAGE>

               (2)  if such security is not listed for trading on
     the New York Stock Exchange on any such date, the closing
     sale price as reported in the composite transactions for the
     principal U.S. securities exchange on which such security is
     so listed;

               (3)  if such security is not so listed on a U.S.
     national or regional securities exchange, the closing sale
     price as reported by the Nasdaq National Market;

               (4)  if such security is not so reported, the last
     price quoted by Interactive Data Corporation for such
     security or, if Interactive Data Corporation is not quoting
     such price, a similar quotation service selected by the
     Company;

               (5)  if such security is not so quoted, the
     average of the mid-point of the last bid and ask prices for
     such security from at least two dealers recognized as market-
     makers for such security; or

               (6)  if such security is not so quoted, the
     average of the last bid and ask prices for such security
     from a Reference Dealer.

         "Transfer Agent" means any Person, which may be the
     Company, authorized by the Company to exchange or register
     the transfer of Securities.

         "Trigger Event" has the meaning specified in Section
     12.4(d) hereof.

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

         "U.S. Government Obligations" means: (1) direct
     obligations of the United States of America for the payment
     of which the full faith and credit of the United States of
     America is pledged or (2) obligations of a person controlled
     or supervised by and acting as an agency or instrumentality
     of the United States of America, the payment of which is
     unconditionally guaranteed as a full faith and credit
     obligation by the United States of America and which in
     either case, are non-callable at the option of the issuer
     thereof.

         "Vice President," when used with respect to the
     Company, means any vice president, whether or not designated
     by a number or a word or words added before or after the
     title "vice president."

     Section 1.2    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:

     "indenture securities" means the Securities;

     "indenture security holder" means a Holder;

<PAGE>

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the
Trustee; and

     "obligor" on the Securities means the Company and any other
obligor on the indenture securities.

     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 1.3    Rules of Construction.

     For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

               (1)  the terms defined in this Article have the meanings assigned
     to them in this Article and include the plural as well as the
     singular;

(2)  all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with accounting
principles generally accepted in the United States prevailing at
the time of any relevant computation hereunder; and

(3)  the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision.

<PAGE>

                            ARTICLE 2

                         THE SECURITIES

     Section 2.1    Title and Terms.

     The Securities shall be known and designated as the "4_%
Convertible Subordinated Notes due 2007"of the Company.  The
aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is limited to
$175,000,000 (or $201,250,000 if the over-allotment option set
forth in Section 2 of the Purchase Agreement is exercised in
full), except for securities authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu of
other Securities pursuant to Section 2.7, 2.8, 2.9, 2.12, 7.5,
10.8, 11.1 or 12.2 hereof.  The Securities shall be issuable in
denominations of $1,000 or integral multiples thereof.

     The Securities shall mature on March 7, 2007.

     Interest shall accrue from March 7, 2000 at the Interest
Rate until the principal thereof is paid or made available for
payment.  Interest shall be payable semiannually in arrears on
March 7 and September 7 in each year, commencing September 7,
2000.

     Interest on the Securities shall be computed (i) for any
full semiannual period for which a particular Interest Rate is
applicable on the basis of a 360-day year of twelve 30-day months
and (ii) for any period for which a particular Interest Rate is
applicable shorter than a full semiannual period for which
interest is calculated, on the basis of a 30-day month and, for
such periods of less than a month, the actual number of days
elapsed over a 30-day month.  For purposes of determining the
Interest Rate, the Trustee may assume that a Reset Transaction
has not occurred unless the Trustee has received an Officers'
Certificate stating that a Reset Transaction has occurred and
specifying the Adjusted Interest Rate then in effect.

     A Holder of any Security at the close of business on a
Regular Record Date shall be entitled to receive interest
(including Liquidated Damages, if any) on such Security on the
corresponding Interest Payment Date.

     A Holder of any Security which is converted after the close
of business on a Regular Record Date and prior to the
corresponding Interest Payment Date (other than any Security
whose Maturity is prior to such Interest Payment Date) shall be
entitled to receive interest (including Liquidated Damages, if
any) on the principal amount of such Security on such Interest
Payment Date, notwithstanding the conversion of such Security
prior to such Interest Payment Date.  However, any such Holder
which surrenders any such Security for conversion during the
period between the close of business on such Regular Record Date
and ending with the opening of business on the corresponding
Interest Payment Date shall be required to pay the Company an
amount equal to the interest (including Liquidated Damages, if
any) on the principal amount of such Security so converted, which
is payable by the Company to such Holder on such Interest Payment
Date, at the time such Holder surrenders such Security for
conversion.  Notwithstanding the foregoing, any such Holder which
surrenders for conversion any Security which has been called for
redemption by the Company in a notice of redemption given by the
Company pursuant to Section 10.5 hereof (whether the Redemption
Date for such Security is on

<PAGE>

such Interest Payment Date or otherwise) shall be entitled to receive
(and retain) such interest (including Liquidated Damages, if any) and
need not pay the Company an amount equal to the interest (including
Liquidated Damages, if any) on the principal amount of such Security
so converted at the time such Holder surrenders such Security for
conversion.

     Principal of, and premium, if any, and interest on, Global
Securities shall be payable to the Depositary in immediately
available funds.

     Principal and premium, if any, on Physical Securities shall
be payable at the office or agency of the Company maintained for
such purpose, initially the Corporate Trust Office of the
Trustee.  Interest on Physical Securities will be payable by (i)
U.S. Dollar check drawn on a bank located in the city where the
Corporate Trust Office of the Trustee is located mailed to the
address of the Person entitled thereto as such address shall
appear in the Register, or (ii) upon application to the Registrar
not later than the relevant Record Date by a Holder of an
aggregate principal amount in excess of $5,000,000, wire transfer
in immediately available funds.

     The Securities shall be redeemable at the option of the
Company as provided in Article 10 hereof.

     The Securities shall have a Repurchase Right exercisable at
the option of Holders as provided in Article 11 hereof.

     The Securities shall be convertible as provided in Article
12 hereof.

     The Securities shall be subordinated in right of payment to
Senior Debt of the Company as provided in Article 13 hereof.

     Section 2.2    Form of Securities.

     The Securities and the Trustee's certificate of
authentication to be borne by such Securities shall be
substantially in the form annexed hereto as Exhibit A, which is
incorporated in and made a part of this Indenture.  The terms and
provisions contained in the form of Security shall constitute,
and are hereby expressly made, a part of this Indenture and to
the extent applicable, the Company and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such
terms and provisions and to be bound thereby.

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

     The Securities will be offered and sold only to QIBs in
reliance on Rule 144A and shall be issued initially only in the
form of one or more permanent Global Securities (each, a "Global
Security") in registered form without interest coupons.  The
Global Securities shall be:

<PAGE>

               (1)  duly executed by the Company and authenticated by the
     Trustee as hereinafter provided;

(2)  registered in the name of the Depositary (or its nominee)
for credit to the respective accounts of the Holders at the
Depositary; and

(3)  deposited with the Trustee, as custodian for the Depositary.

     The Global Securities shall be substantially in the form of
Security set forth in Exhibit A annexed hereto (including the
text and schedule called for by footnotes 1 and 2 thereto).  The
aggregate principal amount of the Global Securities may from time
to time be increased or decreased by adjustments made on the
records of the Trustee, as custodian for the Depositary (or its
nominee), in accordance with the instructions given by the Holder
thereof, as hereinafter provided.

     Securities issued in exchange for interests in the Global
Securities pursuant to Section 2.8(d) hereof shall be issued in
the form of permanent definitive Securities (the "Physical
Securities") in registered form without interest coupons.  The
Physical Securities shall be substantially in the form set forth
in Exhibit A annexed hereto.

     The Securities shall be typed, printed, lithographed or
engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as
determined by the Officers executing such Securities, as
evidenced by their execution of such Securities.

     Section 2.3    Legends.

     (a)  Restricted Securities Legends.

     Each Security issued hereunder shall, upon issuance, bear
the legend set forth in Section 2.3(a)(i) or Section 2.3(a)(ii)
(each, a "Restricted Securities Legend"), as the case may be, and
such legend shall not be removed except as provided in Section
2.3(a)(iii).  Each Security that bears or is required to bear the
Restricted Securities Legend set forth in Section 2.3(a)(i)
(together with any Common Stock issued upon conversion of the
Securities and required to bear the Restricted Securities Legend
set forth in Section 2.3(a)(ii), collectively, the "Restricted
Securities") shall be subject to the restrictions on transfer set
forth in this Section 2.3(a) (including the Restricted Securities
Legend set forth below), and the Holder of each such Restricted
Security, by such Holder's acceptance thereof, shall be deemed to
have agreed to be bound by all such restrictions on transfer.

     As used in Section 2.3(a), the term "transfer" encompasses
any sale, pledge, transfer or other disposition whatsoever of any
Restricted Security.

           (i)  Restricted Securities Legend for Securities.

     Except as provided in Section 2.3(a)(iii), until two years
after the original issuance date of any Security, any certificate
evidencing such Security (and all securities issued in exchange
therefor or substitution thereof, other than Common Stock, if
any, issued upon conversion

<PAGE>

thereof which shall bear the legend set forth in Section 2.3(a)(ii),
if applicable) shall bear a Restricted Securities Legend in substantially
the following form:

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
     THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED
     OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY
     ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS
     A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
     UNDER THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT
     WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE NOTE
     EVIDENCED HEREBY RESELL OR OTHERWISE TRANSFER THE NOTE
     EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON
     CONVERSION OF SUCH NOTE EXCEPT (A) TO THE COMPANY OR ANY
     SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER
     IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
     PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
     144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT
     TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
     EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO
     BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES
     THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE NOTE
     EVIDENCED HEREBY IS TRANSFERRED (OTHER THAN A TRANSFER
     PURSUANT TO CLAUSE 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE
     EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER OF
     THE NOTE EVIDENCED HEREBY WITHIN TWO YEARS AFTER THE
     ORIGINAL ISSUANCE OF SUCH NOTE (OTHER THAN A TRANSFER
     PURSUANT TO CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK THE
     APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
     THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
     NORWEST BANK MINNESOTA, N.A., AS TRUSTEE (OR ANY SUCCESSOR
     TRUSTEE, AS APPLICABLE).  IF THE PROPOSED TRANSFER IS
     PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO
     SUCH TRANSFER, FURNISH TO NORWEST BANK MINNESOTA, N.A., AS
     TRUSTEE (OR ANY SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH
     CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE
     COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
     IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
     TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT, THIS LEGEND WILL BE REMOVED UPON THE
     EARLIER OF THE TRANSFER OF THIS NOTE EVIDENCED HEREBY
     PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE EXPIRATION OF
     TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED
     HEREBY.

           (ii) Restricted Securities Legend for Common Stock Issued Upon
     Conversion of the Securities.

<PAGE>

     Until two years after the original issuance date of any
Security, any stock certificate representing Common Stock issued
upon conversion of such Security shall bear a Restricted
Securities Legend in substantially the following form:

     THE COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT
     BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING
     SENTENCE.  THE HOLDER HEREOF AGREES THAT UNTIL THE
     EXPIRATION OF TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THE
     NOTE UPON THE CONVERSION OF WHICH THE COMMON STOCK EVIDENCED
     HEREBY WAS ISSUED, (1) IT WILL NOT RESELL OR OTHERWISE
     TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT (A) TO THE
     COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A "QUALIFIED
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     SECURITIES ACT) IN COMPLIANCE WITH RULE 144A, (C) IN
     ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION PROVIDED BY
     RULE 144 UNDER THE SECURITIES ACT OR (D) IN ACCORDANCE WITH
     A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT AND THAT CONTINUES TO BE EFFECTIVE
     AT THE TIME OF SUCH TRANSFER; (2) PRIOR TO ANY SUCH TRANSFER
     (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 1(D) ABOVE), IT
     WILL FURNISH TO NORWEST BANK MINNESOTA, N.A, AS TRANSFER
     AGENT (OR ANY SUCCESSOR, AS APPLICABLE), SUCH
     CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE
     COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER
     IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
     TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
     THE SECURITIES ACT; AND (3) IT WILL DELIVER TO EACH PERSON
     TO WHOM THE COMMON STOCK EVIDENCED HEREBY IS TRANSFERRED
     (OTHER THAN A TRANSFER PURSUANT TO CLAUSE l(D) ABOVE) A
     NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  THIS
     LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF
     THE COMMON STOCK EVIDENCED HEREBY PURSUANT TO CLAUSE l(C) OR
     l(D) ABOVE OR THE EXPIRATION OF TWO YEARS FROM THE ORIGINAL
     ISSUANCE OF THE NOTE UPON THE CONVERSION OF WHICH THE COMMON
     STOCK EVIDENCED HEREBY WAS ISSUED.

           (iii)     Removal of the Restricted Securities Legends.

     Each Security or share of Common Stock issued upon
conversion of such Security shall bear the Restricted Securities
Legend set forth in Section 2.3(a)(i) or 2.3(a)(ii), as the case
may be, until the earlier of:

(A)  two years after the original issuance date of such Security;

(B)  such Security or Common Stock has been sold pursuant to a
registration statement that has been declared effective under the

<PAGE>

Securities Act (and which continues to be effective at the time
of such sale); or

(C)  such Common Stock has been issued upon conversion of
Securities that have been sold pursuant to a registration
statement that has been declared effective under the Securities
Act (and which continues to be effective at the time of such
sale).

The Holder must give notice thereof to the Trustee and any
transfer agent for the Common Stock, as applicable.

     Notwithstanding the foregoing, the Restricted Securities
Legend may be removed if there is delivered to the Company such
satisfactory evidence, which may include an opinion of
independent counsel, as may be reasonably required by the Company
that neither such legend nor the restrictions on transfer set
forth therein are required to ensure that transfers of such
Security will not violate the registration requirements of the
Securities Act.  Upon provision of such satisfactory evidence,
the Trustee, at the written direction of the Company, shall
authenticate and deliver in exchange for such Securities another
Security or Securities having an equal aggregate principal amount
that does not bear such legend.  If the Restricted Securities
Legend has been removed from a Security as provided above, no
other Security issued in exchange for all or any part of such
Security shall bear such legend, unless the Company has
reasonable cause to believe that such other Security is a
"restricted security" within the meaning of Rule 144 and
instructs the Trustee in writing to cause a Restricted Securities
Legend to appear thereon.

     Any Security (or security issued in exchange or substitution
thereof) as to which such restrictions on transfer shall have
expired in accordance with their terms or as to which the
conditions for removal of the Restricted Securities Legend set
forth in Section 2.3(a)(i) as set forth therein have been
satisfied may, upon surrender of such Security for exchange to
the Registrar in accordance with the provisions of Section 2.7
hereof, be exchanged for a new Security or Securities, of like
tenor and aggregate principal amount, which shall not bear the
Restricted Securities Legend required by Section 2.3(a)(i).

     Any such Common Stock as to which such restrictions on
transfer shall have expired in accordance with their terms or as
to which the conditions for removal of the Restricted Securities
Legend set forth in Section 2.3(a)(ii) as set forth therein have
been satisfied may, upon surrender of the certificates
representing such shares of Common Stock for exchange in
accordance with the procedures of the transfer agent for the
Common Stock, be exchanged for a new certificate or certificates
for a like aggregate number of shares of Common Stock, which
shall not bear the Restricted Securities Legend required by
Section 2.3(a)(ii).

     (b)  Global Security Legend.

     Each Global Security shall also bear the following legend on
the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO CV
THERAPEUTICS, INC. (OR ITS SUCCESSOR) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE,

<PAGE>

CONVERSION OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.

     Section 2.4    Execution, Authentication, Delivery and Dating.

     Two Officers shall execute the Securities on behalf of the
Company by manual or facsimile signature.  If an Officer whose
signature is on a Security no longer holds that office at the
time the Security is authenticated, the Security shall be valid
nevertheless.

     At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities
executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery
of such Securities, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Securities as
in this Indenture provided and not otherwise.

     Each Security shall be dated the date of its authentication.

     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 executed by or on
behalf of the Trustee by manual signature, 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 may appoint an authenticating agent or agents
reasonably acceptable to the Company with respect to the
Securities.  Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the
Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by such
agent.

     Section 2.5    Registrar and Paying Agent.

     The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent").
The Registrar shall keep a register of the Securities (the
"Register") and of their transfer and exchange.  The Company may
appoint one or more co-Registrars and one or more additional
Paying Agents for the Securities.  The term "Paying Agent"
includes any additional paying agent and the term "Registrar"
includes any additional registrar.  The Company may change any
Paying Agent or Registrar without prior notice to any Holder.

     The Company will cause each Paying Agent (other than the
Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

<PAGE>

               (1)  hold all sums held by it for the payment of the principal of
     and premium, if any, or interest (including Liquidated Damages,
     if any) on Securities in trust for the benefit of the Persons
     entitled thereto until such sums shall be paid to such Persons or
     otherwise disposed of as provided in this Indenture;

(2)  give the Trustee notice of any Default by the Company in the
making of any payment of principal and premium, if any, or
interest (including Liquidated Damages, if any); and

(3)  at any time during the continuance of any such Default, upon
the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent.

     The Company shall give prompt written notice to the Trustee
of the name and address of any Agent who is not a party to this
Indenture.  If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as
such.  The Company or any Affiliate of the Company may act as
Paying Agent or Registrar; provided, however, that none of the
Company, its subsidiaries or the Affiliates of the foregoing
shall act:

           (i)  as Paying Agent in connection with redemptions, offers to
     purchase and discharges, as otherwise specified in this
     Indenture, and

(ii) as Paying Agent or Registrar if a Default or Event of
Default has occurred and is continuing.

     The Company hereby initially appoints the Trustee as
Registrar and Paying Agent for the Securities.

     Section 2.6    Paying Agent to Hold Assets in Trust.

     Not later than 11:00 a.m. (New York City time) on each due
date of the principal, premium, if any, and interest (including
Liquidated Damages, if any) on any Securities, the Company shall
deposit with one or more Paying Agents money in immediately
available funds sufficient to pay such principal, premium, if
any, and interest (including Liquidated Damages, if any) so
becoming due.  The Company at any time may require a Paying Agent
to pay all money held by it to the Trustee.  Upon payment over to
the Trustee, the Paying Agent (if other than the Company) shall
have no further liability for the money so paid over to the
Trustee.

     If the Company shall act as a Paying Agent, it shall, prior
to or on each due date of the principal of and premium, if any,
or interest (including Liquidated Damages, if any) on any of the
Securities, segregate and hold in trust for the benefit of the
Holders a sum sufficient with monies held by all other Paying
Agents, to pay the principal and premium, if any, or interest
(including Liquidated Damages, if any) so becoming due until such
sums shall be paid to such Persons or otherwise disposed of as
provided in this Indenture, and shall promptly notify the Trustee
of its action or failure to act.

<PAGE>

     Section 2.7    General Provisions Relating to Transfer and
Exchange.

     The Securities are issuable only in registered form.  A
Holder may transfer a Security only by written application to the
Registrar stating the name of the proposed transferee and
otherwise complying with the terms of this Indenture.  No such
transfer shall be effected until, and such transferee shall
succeed to the rights of a Holder only upon, final acceptance and
registration of the transfer by the Registrar in the Register.
Furthermore, any Holder of a Global Security shall, by acceptance
of such Global Security, agree that transfers of beneficial
interests in such Global Security may be effected only through a
book-entry system maintained by the Holder of such Global
Security (or its agent) and that ownership of a beneficial
interest in the Security shall be required to be reflected in a
book-entry.  Notwithstanding the foregoing, in the case of a
Restricted Security, a beneficial interest in a Global Security
being transferred in reliance on an exemption from the
registration requirements of the Securities Act other than in
accordance with Rule 144 and Rule 144A may only be transferred
for a Physical Security.

     When Securities are presented to the Registrar with a
request to register the transfer or to exchange them for an equal
aggregate principal amount of Securities of other authorized
denominations, the Registrar shall register the transfer or make
the exchange as requested if its requirements for such
transactions are met (including that such Securities are duly
endorsed or accompanied by a written instrument of transfer duly
executed by the Holder thereof or by an attorney who is
authorized in writing to act on behalf of the Holder).  Subject
to Section 2.4 hereof, to permit registrations of transfers and
exchanges, the Company shall execute and the Trustee shall
authenticate Securities at the Registrar's request.  No service
charge shall be made for any registration of transfer or exchange
or redemption of the Securities, but the Company may require
payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than
any such transfer taxes or other similar governmental charge
payable upon exchanges pursuant to Section 2.14, 7.5 or 10.8
hereof).

     Neither the Company nor the Registrar shall be required to
exchange or register a transfer of any Securities:

               (1)  for a period of 15 Business Days prior to the day of any
     selection of Securities for redemption under Article 10 hereof;

(2)  so selected for redemption or, if a portion of any Security
is selected for redemption, such portion thereof selected for
redemption; or

(3)  surrendered for conversion or, if a portion of any Security
is surrendered for conversion, such portion thereof surrendered
for conversion.

     Section 2.8    Book-Entry Provisions for the Global Securities.

     (a)  The Global Securities initially shall:

           (i)  be registered in the name of the Depositary (or a nominee
     thereof);

(ii) be delivered to the Trustee as custodian for such
Depositary; and

<PAGE>

(iii)     bear the Restricted Securities Legend as set forth in
Section 2.3(a)(i) hereof.

     Members of, or participants in, the Depositary ("DTC
Participants") shall have no rights under this Indenture with
respect to any Global Security held on their behalf by the
Depositary, or the Trustee as its custodian, or under such Global
Security, and the Depositary may be treated by the Company, the
Trustee and any agent of the Company or the Trustee as the
absolute owner of such Global Security for all purposes
whatsoever.  Notwithstanding the foregoing, nothing contained
herein shall prevent the Company, the Trustee or any agent of the
Company or Trustee from giving effect to any written
certification, proxy or other authorization furnished by the
Depositary or impair, as between the Depositary and the DTC
Participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Security.

     (b)  The registered Holder of a Global Security may grant proxies
and otherwise authorize any Person, including DTC Participants
and Persons that may hold interests through DTC Participants, to
take any action which a Holder is entitled to take under this
Indenture or the Securities.

(c)  A Global Security may not be transferred, in whole or in
part, to any Person other than the Depositary (or a nominee
thereof), and no such transfer to any such other Person may be
registered.  Beneficial interests in a Global Security may be
transferred in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.9 hereof.

(d)  If at any time:
           (i)  the Depositary notifies the Company in writing that it is no
     longer willing or able to continue to act as Depositary for the
     Global Securities, or the Depositary ceases to be a "clearing
     agency" registered under the Exchange Act, and a successor
     depositary for the Global Securities is not appointed by the
     Company within 90 days of such notice or cessation;

(ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause the issuance of the Securities in
definitive form under this Indenture in exchange for all or any
part of the Securities represented by a Global Security or Global
Securities; or

(iii)     an Event of Default has occurred and is continuing and
the Registrar has received a request from the Depositary for the
issuance of Physical Securities in exchange for such Global
Security or Global Securities,

the Depositary shall surrender such Global Security or Global
Securities to the Trustee for cancellation and the Company shall
execute, and the Trustee, upon receipt of an Officers'
Certificate and Company Order for the authentication and delivery
of Securities, shall authenticate and deliver in exchange for
such Global Security or Global Securities, Physical Securities of
like tenor as that of the Global Securities in an aggregate
principal amount equal to the aggregate principal amount of such
Global Security or Global Securities.  Such Physical Securities
shall be registered in such names as the Depositary shall
identify in writing as the beneficial owners of the Securities
represented by such Global Security or Global Securities (or any
nominees thereof).

<PAGE>

     Notwithstanding the foregoing, in connection with any
transfer of beneficial interests in a Global Security to
beneficial owners pursuant to Section 2.8(d) hereof, the
Registrar shall reflect on its books and records the date and a
decrease in the principal amount of such Global Security in an
amount equal to the principal amount of the beneficial interest
in such Global Security to be transferred.

     Section 2.9    Special Transfer Provisions.

     Unless a Security is transferred after the time period
referred to in Rule 144(k) under the Securities Act or otherwise
sold pursuant to a registration statement that has been declared
effective under the Securities Act (and which continues to be
effective at the time of such sale), the following provisions
shall apply.

     With respect to the registration of any proposed transfer of
Securities to a QIB:

                (i)  If the Securities to be transferred consist of an interest
          in the Global Securities, the transfer of such interest may be
          effected only through the book-entry system maintained by the
          Depositary.

(ii) If the Securities to be transferred consist of Physical
Securities, the Registrar shall register the transfer if such
transfer is being made by a proposed transferor who has checked
the box provided for on the form of Security stating, or has
otherwise advised the Company and the Registrar in writing, that
the sale has been made in compliance with the provisions of Rule
144A to a transferee who has signed the certification provided
for on the form of Security stating or has otherwise advised the
Company and the Registrar in writing that:

               (A)  it is purchasing the Securities for its own account or an
               account with respect to which it exercises sole investment
               discretion, in each case for investment and not with a view to
               distribution;

               (B)  it and any such account is a QIB within the meaning of Rule
               144A;

(C)  it is aware that the sale to it is being made in reliance on
Rule 144A;

(D)  it acknowledges that it has received such information
regarding the Company as it has requested pursuant to Rule 144A
or has determined not to request such information; and

(E)  it is aware that the transferor is relying upon its
foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

     In addition, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the
Global Securities in an amount equal to the principal amount of the

<PAGE>

Physical Securities to be transferred, and the Trustee shall
cancel the Physical Securities so transferred.

     By its acceptance of any Security bearing the Restricted
Securities Legend, each Holder of such a Security acknowledges
the restrictions on transfer of such Security set forth in this
Indenture and agrees that it will transfer such Security only as
provided in this Indenture.  The Registrar shall not register a
transfer of any Security unless such transfer complies with the
restrictions on transfer of such Security set forth in this
Indenture.  The Registrar shall be entitled to receive and rely
on written instructions from the Company verifying that such
transfer complies with such restrictions on transfer.  In
connection with any transfer of Securities, each Holder agrees by
its acceptance of the Securities to furnish the Registrar or the
Company such certifications, legal opinions or other information
as either of them may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act; provided that the Registrar shall not be required
to determine (but may rely on a determination made by the Company
with respect to) the sufficiency of any such certifications,
legal opinions or other information.

     The Registrar shall retain copies of all letters, notices
and other written communications received pursuant to Section 2.8
hereof or this Section 2.9.  The Company shall have the right to
inspect and make copies of all such letters, notices or other
written communications at any reasonable time upon the giving of
reasonable written notice to the Registrar.

     Section 2.10   Holder 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 Holders and shall otherwise comply
with Section 312(a) of the TIA.  If the Trustee is not the
Registrar, the Company shall furnish to the Trustee prior to or
on each Interest Payment Date 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 Holders relating to such Interest Payment Date or
request, as the case may be.

     Section 2.11   Persons Deemed Owners.

     The Company, the Trustee and any agent of the Company or the
Trustee may treat the registered Holder of a Global Security as
the absolute owner of such Global Security for the purpose of
receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security be overdue, and
notwithstanding any notice of ownership or writing thereon, or
any notice of previous loss or theft or other interest therein.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Security is
registered as the owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and
interest (including Liquidated Damages, if any) on such Security
and for all other purposes whatsoever, whether or not such
Security be overdue, and notwithstanding any notice of ownership
or writing thereon, or any notice of previous loss or theft or
other interest therein.

<PAGE>

     Section 2.12   Mutilated, Destroyed, Lost or Stolen Securities.

     If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of like tenor and
principal amount and bearing a number not contemporaneously
outstanding.

     If there is delivered to the Company and the Trustee

               (1)  evidence to their satisfaction of the destruction, loss or
     theft of any Security, and

(2)  such security or indemnity as may be required by them to
save each of them and any agent of either 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 request, the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of like tenor and principal amount and
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, the
Company in its discretion, but subject to any conversion rights,
may, instead of issuing a new Security, pay such Security, upon
satisfaction of the condition set forth in the preceding
paragraph.

     Upon the issuance of any new Security 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 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 such new Security shall be
entitled to all the 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 2.13   Treasury Securities.

     In determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a
meeting of Holders for quorum purposes or have given any request,
demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any Affiliate of
the Company shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such determination as to
the presence of a quorum or upon any such request, demand,
authorization, direction, notice, consent or waiver, only such
Securities of which the Trustee has received written notice and
are so owned shall be so disregarded.

<PAGE>

     Section 2.14   Temporary Securities.

     Pending the preparation of Securities in definitive form,
the Company may execute and the Trustee shall, upon written
request of the Company, authenticate and deliver temporary
Securities (printed or lithographed).  Temporary Securities shall
be issuable in any authorized denomination, and substantially in
the form of the Securities in definitive form but with such
omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company
and authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the
Securities in definitive form. Without unreasonable delay, the
Company will execute and deliver to the Trustee Securities in
definitive form (other than in the case of Securities in global
form) and thereupon any or all temporary Securities (other than
any such Securities in global form) may be surrendered in
exchange therefor, at each office or agency maintained by the
Company pursuant to Section 9.2 and the Trustee shall
authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of Securities in
definitive form.  Such exchange shall be made by the Company at
its own expense and without any charge therefor.  Until so
exchanged, the temporary Securities shall in all respects be
entitled to the same benefits and subject to the same limitations
under this Indenture as Securities in definitive form
authenticated and delivered hereunder.

     Section 2.15   Cancellation.

     All securities surrendered for payment, redemption,
repurchase, conversion, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee.  All Securities so delivered shall be
canceled promptly by the Trustee, and no Securities shall be
issued in lieu thereof except as expressly permitted by any of
the provisions of this Indenture.  Upon written instructions of
the Company, the Trustee shall destroy canceled Securities and,
after such destruction, shall deliver a certificate of such
destruction to the Company.  If the Company shall acquire any of
the Securities, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by
such Securities unless the same are delivered to the Trustee for
cancellation.

     Section 2.16   CUSIP Numbers.

     The Company in issuing the Securities may use "CUSIP"
numbers (if then generally in use), and the Trustee shall use
CUSIP numbers in notices of redemption or exchange as a
convenience to Holders; provided that any such notice shall state
that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in
any such notice 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 shall promptly notify the Trustee of
any change in the CUSIP numbers.

<PAGE>

     Section 2.17   Defaulted Interest.

     If the Company fails to make a payment of interest
(including Liquidated Damages, if any) on any Security when due
and payable ("Defaulted Interest"), it shall pay such Defaulted
Interest plus (to the extent lawful) any interest payable on the
Defaulted Interest, in any lawful manner.  It may elect to pay
such Defaulted Interest, plus any such interest payable on it, to
the Persons who are Holders of such Securities on which the
interest is due on a subsequent Special Record Date.  The Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each such Security. The Company
shall fix any such Special Record Date and payment date for such
payment.  At least 15 days before any such Special Record Date,
the Company shall mail to Holders affected thereby a notice that
states the Special Record Date, the Interest Payment Date, and
amount of such interest (and such Liquidated Damages, if any) to
be paid.

<PAGE>

                            ARTICLE 3

                   SATISFACTION AND DISCHARGE

     Section 3.1    Satisfaction and Discharge of Indenture.

     When:

          (1)  The Company shall deliver to the trustee for cancellation
     all securities previously authenticated (other than any
     securities which have been destroyed, lost or stolen and in lieu
     of, or in substitution for which, other securities shall have
     been authenticated and delivered) and not previously canceled, or

(2)  (A)  all the securities not previously canceled or delivered
to the trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice
of redemption,

               (B)  the Company shall deposit with the Trustee, in trust, cash
     in U.S. dollars and/or U.S. Government Obligations which through
     the payment of interest and principal in respect thereof, in
     accordance with their terms, will provide (and without
     reinvestment and assuming no tax liability will be imposed on
     such Trustee), not later than one day before the due date of any
     payment of money, an amount in cash, sufficient, in the opinion
     of a nationally recognized firm of independent public accountants
     expressed in a written certification thereof delivered to the
     Trustee, to pay principal of, premium, if any, or interest
     (including Liquidated Damages, if any) on all of the Securities
     (other than any Securities which shall have been mutilated,
     destroyed, lost or stolen and in lieu of or in substitution for
     which other Securities shall have been authenticated and
     delivered) not previously canceled or delivered to the Trustee
     for cancellation, on the dates such payments of principal,
     premium, if any, or interest (including Liquidated Damages, if
     any) are due to such date of maturity or redemption, as the case
     may be, and

(C)  the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (x) the
Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (y) since the date of
execution of this Indenture, there has been a change in the
applicable federal income tax law, in the case of either clause
(x) or (y) to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders will not recognize
income, gain or loss for federal income tax purposes as a result
of such deposit and discharge and will be subject to federal
income tax on the same amount and in the same manner and at the
same times as would have been the case if such deposit and
discharge had not occurred, and

if, in the case of either clause (1) or (2), the Company shall
also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture shall cease to be of further
effect (except as to:

<PAGE>

               (i)  remaining rights of registration of transfer, substitution
          and exchange and conversion of Securities,

(ii) rights hereunder of Holders to receive payments of principal
of and premium, if any, and interest (including Liquidated
Damages, if any) on, the Securities and the other rights, duties
and obligations of Holders, as beneficiaries hereof with respect
to the amounts, if any, so deposited with the Trustee, and

(iii)     the rights, obligations and immunities of the Trustee
hereunder),

and the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost
and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture;
provided, however, the Company shall reimburse the Trustee for
all amounts due the Trustee under Section 5.8 hereof and for any
costs or expenses thereafter reasonably and properly incurred by
the Trustee and to compensate the Trustee for any services
thereafter reasonably and properly rendered by the Trustee in
connection with this Indenture or the Securities.

     Section 3.2    Deposited Monies to Be Held in Trust.

     Subject to Section 3.3 hereof, all monies deposited with the
Trustee pursuant to Section 3.1 hereof shall be held in trust and
applied by it to the payment, notwithstanding the provisions of
Article 13 hereof, either directly or through any Paying Agent
(including the Company if acting as its own Paying Agent), to the
Holders of the particular Securities for the payment or
redemption of which such monies have been deposited with the
Trustee, of all sums due and to become due thereon for principal,
premium, if any, and interest (including Liquidated Damages, if
any).  All monies deposited with the Trustee pursuant to Section
3.1 hereof (and held by it or any Paying Agent) for the payment
of Securities subsequently converted shall be returned to the
Company upon request of the Company.

     Section 3.3    Return of Unclaimed Monies.

     The Trustee and the Paying Agent shall pay to the Company
any money held by them for the payment of principal or premium,
if any, or interest (including Liquidated Damages, if any) that
remains unclaimed for two years after the date upon which such
payment shall have become due.  After payment to the Company,
Holders entitled to the money must look to the Company for
payment as general creditors unless an applicable abandoned
property law designates another Person, and all liability of the
Trustee and such Paying Agent with respect to such money shall
cease.

<PAGE>

                            ARTICLE 4

                      DEFAULTS AND REMEDIES

     Section 4.1    Events of Default.

     An "Event of Default" with respect to the Securities occurs
when any of the following occurs (whatever the reason for such
Event of Default and whether it shall be occasioned by the
provisions of Article 13 hereof or be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of
any administrative or governmental body):

     (a)  the Company defaults in the payment of the principal of or
premium, if any, on any of the Securities when it becomes due and
payable at Maturity, upon redemption or exercise of a Repurchase
Right or otherwise, whether or not such payment is prohibited by
Article 13 hereof; or

(b)  the Company defaults in the payment of interest (including
Liquidated Damages, if any) on any of the Securities when it
becomes due and payable and such default continues for a period
of 30 days, whether or not such payment is prohibited by Article
13 hereof; or

(c)  the Company fails to deliver shares of Common Stock,
together with cash instead of fractional shares, when those
shares of Common Stock or cash instead of fractional shares are
required to be delivered following conversion of a Security in
accordance with Article 12, and that failure continues for 10
days; or

(d)  the Company fails to perform or observe any other term,
covenant or agreement contained in the Securities or this
Indenture and the failure continues for a period of 60 days after
written notice of such failure, requiring the Company to remedy
the same, shall have been given to the Company by the Trustee or
to the Company and the Trustee by the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities; or

(e)  (i) the Company fails to make any payment by the end of the
applicable grace period, if any, after the maturity of any
Indebtedness for borrowed money in an amount in excess of
$5,000,000 or (ii) there is an acceleration of any Indebtedness
for borrowed money in an amount in excess of $5,000,000 because
of a default with respect to such Indebtedness without such
Indebtedness having been discharged or such acceleration having
been cured, waived, rescinded or annulled, in the case of either
(i) or (ii) above, for a period of 30 days after written notice
to the Company by the Trustee or to the Company and the Trustee
by Holders of at least 25% in aggregate principal amount of the
Outstanding Securities; or

(f)  the entry by a court having jurisdiction in the premises of
(i) a decree or order for relief in respect of the Company in an
involuntary case or proceeding under any applicable U.S. federal
or state bankruptcy, insolvency, reorganization or other similar
law or (ii) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable U.S. federal or state
law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or
of any substantial part

<PAGE>

 of its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief
or any such other decree or order unstayed and in effect for a period
of 60 consecutive days; or

(g)  the commencement by the Company of a voluntary case or
proceeding under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other
case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company to the entry of a decree or order for
relief in respect of the Company in an involuntary case or
proceeding under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or other similar law or to the
commencement of any bankruptcy or insolvency case or proceeding
against the Company, or the filing by the Company of a petition
or answer or consent seeking reorganization or relief under any
applicable U.S. federal or state law, or the consent by the
Company to the filing of such petition or to the appointment of
or the taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the
Company or of any substantial part of its property, or the making
by the Company of an assignment for the benefit of creditors, or
the admission by the Company in writing of its inability to pay
its debts generally as they become due, or the taking of
corporate action by the Company expressly in furtherance of any
such action.

     Section 4.2    Acceleration of Maturity; Rescission and
Annulment.

     If an Event of Default with respect to Outstanding
Securities (other than an Event of Default specified in Section
4.1(f) or 4.1(g) hereof) occurs and is continuing, the Trustee or
the Holders of at least 25% in aggregate principal amount of the
Outstanding Securities, by written notice to the Company, may
declare due and payable 100% of the principal amount of all
Outstanding Securities plus any accrued and unpaid interest to
the date of payment.  Upon a declaration of acceleration, such
principal and accrued and unpaid interest to the date of payment
shall be immediately due and payable.

     If an Event of Default specified in Section 4.1(f) or 4.1(g)
hereof occurs, all unpaid principal and accrued and unpaid
interest (including Liquidated Damages, if any) on the
Outstanding Securities shall become and be immediately due and
payable, without any declaration or other act on the part of the
Trustee or any Holder.

     The Holders of a majority in aggregate principal amount of
the Outstanding Securities by written notice to the Trustee may
rescind and annul an acceleration and its consequences if:

               (1)  all existing Events of Default, other than the nonpayment of
     principal of or interest on the Securities which have become due
     solely because of the acceleration, have been remedied, cured or
     waived, and

(2)  the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction;

provided, however, that in the event such declaration of
acceleration has been made based on the existence of an Event of
Default under Section 4.1(e) hereof and such Event of Default has
been remedied, cured or waived in accordance with Section 4.1(e)
hereof, then, without any further action by the Holders, such
declaration of acceleration shall be rescinded automatically and

<PAGE>

the consequences of such declaration shall be annulled.  No such
rescission or annulment shall affect any subsequent Default or
impair any right consequent thereon.

     Section 4.3    Other Remedies.

     If an Event of Default with respect to Outstanding
Securities occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Securities or to
enforce the performance of any provision of the Securities.

     The Trustee may maintain a proceeding in which it may
prosecute and enforce all rights of action and claims under this
Indenture or the Securities, even if it does not possess any of
the Securities or does not produce any of them in the proceeding.

     Section 4.4    Waiver of Past Defaults.

     The Holders, either (a) through the written consent of not
less than a majority in aggregate principal amount of the
Outstanding Securities or (b) by the adoption of a resolution, at
a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities
represented at such meeting, may, on behalf of the Holders of all
of the Securities, waive an existing Default or Event of Default,
except a Default or Event of Default:

               (1)  in the payment of the principal of or premium, if any, or
     interest (including Liquidated Damages, if any) on any Security
     (provided, however, that subject to Section 4.7 hereof, the
     Holders of a majority in aggregate principal amount of the
     Outstanding Securities may rescind an acceleration and its
     consequences, including any related payment default that resulted
     from such acceleration);

(2)  in respect of the right to convert any Security in
accordance with Article 12; or

(3)  in respect of a covenant or provision hereof which, under
Section 7.2 hereof, cannot be modified or amended without the
consent of the Holders of each Outstanding Security affected.

     Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have
been cured, for every purpose of this Indenture; provided,
however, that no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

     Section 4.5    Control by Majority.

     The Holders, either (a) through the written consent of not
less than a majority in aggregate principal amount of the
Outstanding Securities, or (b) by the adoption of a resolution,
at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of at least a majority in
aggregate principal amount of the Outstanding Securities
represented at such meeting, shall have the right to direct the
time, method and place of

<PAGE>

conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee.  However,
the Trustee may refuse to follow any direction that:

               (1)  conflicts with any law or with this Indenture;

(2)  the Trustee determines may be unduly prejudicial to the
rights of the Holders not joining therein, or

(3)  may expose the Trustee to personal liability.

The Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

     Section 4.6    Limitation on Suit.

No Holder of any Security shall have any right to pursue any
remedy with respect to this indenture or the Securities
(including, instituting any proceeding, judicial or otherwise,
with respect to this Indenture or for the appointment of a
receiver or trustee) unless:

               (1)  such Holder has previously given written notice to the
     Trustee of an Event of Default that is continuing;

(2)  the Holders of at least 25% in aggregate principal amount of
the Outstanding Securities shall have made written request to the
Trustee to pursue the remedy;

(3)  such Holder or Holders have offered to the Trustee indemnity
satisfactory to it against any costs, expenses and liabilities
incurred in complying with such request;

(4)  the Trustee has failed to comply with the request for 60
days after its receipt of such notice, request and offer of
indemnity; and

(5)  during such 60-day period, no direction inconsistent with
such written request has been given to the Trustee by the Holders
of a majority in aggregate principal amount of the Outstanding
Securities (or such amount as shall have acted at a meeting
pursuant to the provisions of this Indenture);

provided, however, that no one or more of such Holders may use
this Indenture to prejudice the rights of another Holder or to
obtain preference or priority over another Holder.

     Section 4.7    Unconditional Rights of Holders to Receive Payment
and to Convert.

     Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and
premium, if any, and interest (including Liquidated Damages, if
any) on such Security on the Stated Maturity expressed in such
Security (or, in the case of redemption, on the Redemption Date,
or in the case of the exercise of a Repurchase Right, on the
Repurchase Date) and to

<PAGE>

convert such Security in accordance with Article 12, and to bring suit
for the enforcement of any such payment on or after such respective dates
and right to convert, and such rights shall not be impaired or affected
without the consent of such Holder.

     Section 4.8    Collection of Indebtedness and Suits for
Enforcement by the Trustee.

     The Company covenants that if:

               (1)  a Default or Event of Default is made in the payment of any
     interest (including Liquidated Damages, if any) on any Security
     when such interest (including Liquidated Damages, if any) becomes
     due and payable and such Default or Event of Default continues
     for a period of 30 days, or

(2)  a Default or Event of Default is made in the payment of the
principal of or premium, if any, on any Security at the Maturity
thereof,

the Company shall, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then
due and payable (as expressed therein or as a result of any
acceleration effected pursuant to Section 4.2 hereof) on such
Securities for principal and premium, if any, and interest
(including Liquidated Damages, if any) and, to the extent that
payment of such interest shall be legally enforceable, interest
on any overdue principal and premium, if any, and on any overdue
interest (including Liquidated Damages, if any), calculated using
the Interest Rate, and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel.

     If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of
the sums so due and unpaid, may prosecute such proceeding to
judgment or final decree and may enforce the same against the
Company and collect the moneys adjudged or decreed to be payable
in the manner provided by law out of the property of the Company,
wherever situated.

     If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights
and the rights of the Holders of Securities by such appropriate
judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

     Section 4.9    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 the property of the Company or its creditors, the Trustee
(irrespective of whether the principal 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 overdue principal or
interest (including Liquidated Damages, if any)) shall be
entitled and empowered, by intervention in such proceeding or
otherwise,

<PAGE>

               (1)  to file and prove a claim for the whole amount of principal
     and premium, if any, and interest (including Liquidated Damages,
     if any) owing and unpaid in respect of the Securities and to file
     such other papers or documents as may be necessary or advisable
     in order to have the claims of the Trustee (including any claim
     for the reasonable compensation, expenses, disbursements and
     advances of the Trustee, its agents and counsel) and of the
     Holders of Securities allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial
proceedings is hereby authorized by each Holder of Securities 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 of Securities, to pay to the Trustee any amount due
to 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 5.8.

     Nothing contained herein shall be deemed to authorize the
Trustee to authorize or consent to or accept, or adopt on behalf
of any Holder of a Security, 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 of a Security in
any such proceeding.

     Section 4.10   Restoration of Rights and Remedies.

     If the Trustee or any Holder of a Security has instituted
any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned
for any reason, or has been determined adversely to the Trustee
or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and
the Holders of Securities shall be restored severally and
respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

     Section 4.11   Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
the last paragraph of Section 2.12, no right or remedy conferred
in this Indenture upon or reserved to the Trustee or to the
Holders of Securities is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or hereafter existing at law or
in equity or otherwise.  The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right
or remedy.

<PAGE>

     Section 4.12   Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or any acquiescence therein.
Every right and remedy given by this Article or by law to the
Trustee or to the Holders of Securities may be exercised from
time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders of Securities, as the case may be.

     Section 4.13   Application of Money Collected.

     Subject to Article 13, any money and property collected by
the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money and property on account
of principal or premium, if any, or interest (including
Liquidated Damages, if any), upon presentation of the Securities
and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee;

          SECOND:  To the payment of the amounts then due and
     unpaid for principal of and premium, if any, and interest
     (including Liquidated Damages, if any) on the Securities and
     coupons in respect of which or for the benefit of which such
     money has been collected, ratably, without preference or
     priority of any kind, according to the amounts due and
     payable on such Securities for principal and premium, if
     any, and interest (including Liquidated Damages, if any),
     respectively; and

          THIRD:  Any remaining amounts shall be repaid to the
     Company.

     Section 4.14   Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any
Security by such Holder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against
any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to
any suit instituted by the Company, to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities, or to any suit
instituted by any Holder of any Security for the enforcement of
the payment of the principal of or premium, if any, or interest
(including Liquidated Damages, if any) on any Security on or
after the Stated Maturity expressed in such Security (or, in the
case of redemption or exercise of a Repurchase Right, on or after
the Redemption Date) or for the enforcement of the right to
convert any Security in accordance with Article 12.

<PAGE>

     Section 4.15   Waiver of Stay or Extension 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 to take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time
hereafter in force, 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.

<PAGE>

                            ARTICLE 5

                           THE TRUSTEE

     Section 5.1    Certain Duties and Responsibilities.

     (a)  Except during the continuance of an Event of Default,

               (1)  The Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture or the
     TIA, and no implied covenants or obligations shall be read into
     this Indenture against the Trustee; 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
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; provided, however, that in the
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 or opinions to
determine whether or not, on their face, they conform to the
requirements to this Indenture (but need not investigate or
confirm the accuracy of any facts stated therein).

     (b)  In case an Event of Default actually known to a Responsible
Officer of the Trustee has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person's own affairs.

(c)  No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except
that:
               (1)  This paragraph (c) shall not be construed to limit the
     effect of paragraph (a) of this Section 5.1;

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

(3)  The Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance
with a direction received by it of the Holders of a majority in
principal amount of the Outstanding Securities (or such lesser
amount as shall have acted at a meeting pursuant to the
provisions of this Indenture) relating to the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

<PAGE>

     (d)  Whether or not herein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 5.1.

(e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any liability in
the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers.  The Trustee may refuse
to perform any duty or exercise any right or power unless it
receives indemnity satisfactory to it against any loss,
liability, cost or expense (including, without limitation,
reasonable fees of counsel).

(f)  The Trustee shall not be obligated to pay interest on any
money or other assets received by it unless otherwise agreed in
writing with the Company.  Assets held in trust by the Trustee
need not be segregated from other funds except to the extent
required by law.

(g)  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, coupon, 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.

(h)  The Trustee shall not be deemed to have notice or actual
knowledge of any Event of Default or a Registration Default (as
such term is defined in the Registration Rights Agreement) or the
obligation of the Company to pay Liquidated Damages unless a
Responsible Officer of the Trustee has actual knowledge thereof
or unless written notice of any event which is in fact a Default
is received by the Trustee pursuant to Section 14.2 hereof, and
such notice references the Securities and this Indenture.

(i)  The rights, privileges, protections, immunities and benefits
given to the Trustee hereunder, including, without limitation,
its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder,
and each Paying Agent, authenticating agent, Conversion Agent or
Registrar acting hereunder.

     Section 5.2    Certain Rights of Trustee.

     Subject to the provisions of Section 5.1 hereof and subject
to Sections 315(a) through (d) of the TIA:

               (1)  The Trustee may rely on any document believed by it to be
     genuine and to have been signed or presented by the proper
     person.  The Trustee need not investigate any fact or matter
     stated in the document.

(2)  Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or
both.  The Trustee shall not be liable

<PAGE>

for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel

(3)  The Trustee may act through attorneys and agents and shall
not be responsible for the misconduct or negligence of any
attorney or agent appointed with due care.

(4)  The Trustee shall not be liable for any action taken or
omitted to be taken by it in good faith which it believed to be
authorized or within the discretion or rights or powers conferred
upon it by this Indenture, unless the Trustee's conduct
constitutes negligence.

(5)  The Trustee may consult with counsel of its selection and
the advice of such counsel as to matters of law shall be full and
complete authorization and protection in respect of any action
taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

(6)  Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall
be sufficient if signed by an Officer of the Company.

(7)  The permissive rights of the Trustee to do things enumerated
in this Indenture shall not be construed as a duty unless so
specified herein.

     Section 5.3    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 any Affiliate of the Company with the same
rights it would have if it were not Trustee.  However, in the
event that the Trustee acquires any conflicting interest (as such
term is defined in Section 310(b) of the TIA), it must eliminate
such conflict within 90 days, apply to the SEC for permission to
continue as trustee (to the extent permitted under Section 310(b)
of the TIA) or resign.  Any agent may do the same with like
rights and duties.  The Trustee is also subject to Sections 5.11
and 5.12 hereof.

     Section 5.4    Money Held in Trust.

     Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise expressly agreed
with the Company.

     Section 5.5    Trustee's Disclaimer.

     The recitals contained herein and in the Securities (except
for those in the certificate of authentication) shall be taken as
the statements of the Company, and the Trustee assumes no
responsibility for their correctness.  The Trustee makes no
representations as to the validity, sufficiency or priority of
this Indenture or of the Securities.  The Trustee shall not be
accountable for the use or application by the Company of
Securities or the proceeds thereof.

<PAGE>

     Section 5.6    Notice of Defaults.

     Within 90 days after the occurrence of any Default or Event
of Default hereunder of which the Trustee has received written
notice, the Trustee shall give notice to Holders pursuant to
Section 14.2 hereof, unless such Default or Event of Default
shall have been cured or waived; provided, however, that, except
in the case of a Default or Event of Default in the payment of
the principal of or premium, if any, or interest (including
Liquidated Damages, if any), or in the payment of any redemption
or repurchase obligation on any Security, the Trustee shall be
protected in withholding such notice if and so long as
Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interest of the Holders.

     Section 5.7    Reports by Trustee to Holders.

     The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as
may be required by Section 313 of the TIA at the times and in the
manner provided by the TIA.

     A copy of each report at the time of its mailing to Holders
shall be filed with the SEC, if required, and each stock
exchange, if any, on which the Securities are listed.  The
Company shall promptly notify the Trustee when the Securities
become listed on any stock exchange.

     Section 5.8    Compensation and Indemnification.

     The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust)
and the Company covenants and agrees to pay or reimburse the
Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by or on behalf of it
in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and
disbursements of its counsel and of all agents and other persons
not regularly in its employ), except to the extent that any such
expense, disbursement or advance is due to its negligence or bad
faith.  When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 4.1
hereof, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services
are intended to constitute expenses of administration under any
Bankruptcy Law.  The Company also covenants to indemnify the
Trustee and its officers, directors, employees and agents for,
and to hold such Persons harmless against, any loss, liability or
expense incurred by them, arising out of or in connection with
the acceptance or administration of this Indenture or the trusts
hereunder or the performance of their duties hereunder, including
the costs and expenses of defending themselves against or
investigating any claim of liability in the premises, except to
the extent that any such loss, liability or expense was due to
the negligence or willful misconduct of such Persons.  The
obligations of the Company under this Section 5.8 to compensate
and indemnify the Trustee and its officers, directors, employees
and agents and to pay or reimburse such Persons for expenses,
disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction and
discharge of this Indenture or the earlier resignation or removal
of the Trustee.  Such additional indebtedness shall be a senior
claim to that of the Securities upon all property and funds held
or collected by the Trustee as such, except funds held in trust
for the

<PAGE>

benefit of the Holders of particular Securities, and the
Securities are hereby subordinated to such senior claim.
"Trustee" for purposes of this Section 5.8 shall include any
predecessor Trustee, but the negligence or willful misconduct of
any Trustee shall not affect the indemnification of any other
Trustee.

     Section 5.9    Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor
Trustee's acceptance of appointment as provided in this Section
5.9.

     The Trustee may resign and be discharged from the trust
hereby created by so notifying the Company in writing.  The
Holders of at least a majority in aggregate principal amount of
Outstanding Securities may remove the Trustee by so notifying the
Trustee and the Company in writing.  The Company must remove the
Trustee if:

                (i)  the Trustee fails to comply with Section 5.11 hereof or
          Section 310 of the TIA;

(ii) the Trustee becomes incapable of acting.

(iii)     the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under
any Bankruptcy Law; or

(iv) a Custodian or public officer takes charge of the Trustee or
its property.

     If the Trustee resigns or is removed or if a vacancy exists
in the office of the Trustee for any reason, the Company shall
promptly appoint a successor Trustee.  The Trustee shall be
entitled to payment of its fees and reimbursement of its expenses
while acting as Trustee.  Within one year after the successor
Trustee takes office, the Holders of at least a majority in
aggregate principal amount of Outstanding Securities may appoint
a successor Trustee to replace the successor Trustee appointed by
the Company.

     Any Holder may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor
Trustee if the Trustee fails to comply with Section 5.11 hereof.

     If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation or removal, the resigning or
removed Trustee, as the case may be, may petition, at the expense
of the Company, any court of competent jurisdiction for the
appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to 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 Company shall mail a notice of the successor
Trustee's succession to the Holders.  The retiring Trustee shall
promptly transfer all property held by it as

<PAGE>

Trustee to the successor Trustee.  Notwithstanding replacement of the
Trustee pursuant to this Section 5.9, the Company's obligations under
Section 5.8 hereof shall continue for the benefit of the retiring
Trustee with respect to expenses, losses and liabilities incurred
by it prior to such replacement.

     Section 5.10   Successor Trustee by Merger, Etc.

     Subject to Section 5.11 hereof, if the Trustee consolidates
with, merges or converts into, or transfers or sells all or
substantially all of its corporate trust business to, another
corporation or national banking association, the successor entity
without any further act shall be the successor Trustee as to the
Securities.

     Section 5.11   Corporate Trustee Required; Eligibility.

     The Trustee shall at all times satisfy the requirements of
Sections 310(a)(1), (2) and (5) of the TIA.  The Trustee shall at
all times have (or, in the case of a corporation included in a
bank holding company system, the related bank holding company
shall at all times have), a combined capital and surplus of at
least $100 million as set forth in its (or its related bank
holding company's) most recent published annual report of
condition.  The Trustee is subject to Section 310(b) of the TIA.

     Section 5.12   Collection of Claims Against the Company.

     The Trustee is subject to Section 311(a) of the TIA,
excluding any creditor relationship listed in Section 311(b) of
the TIA.  A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the TIA to the extent indicated
therein.

<PAGE>

                            ARTICLE 6

      CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 6.1    Company May Consolidate, Etc., Only on Certain
Terms.

     The Company shall not consolidate with or merge into any
other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the
Company shall not permit any Person to consolidate with or merge
into the Company or convey, transfer or lease its properties and
assets substantially as an entirety to the Company, unless:

               (1)  in the event that the Company shall consolidate with or
     merge into another Person or convey, transfer or lease its
     properties and assets substantially as an entirety to any Person,
     the Person formed by such consolidation or into which the Company
     is merged or the Person which acquires by conveyance or transfer,
     or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, limited
     liability company, partnership or trust organized and validly
     existing under the laws of the United States of America, any
     State thereof or the District of Columbia and, if the entity
     surviving such transaction or transferee entity is not the
     Company, then such surviving or transferee entity shall expressly
     assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee,
     the due and punctual payment of the principal of and premium, if
     any and interest (including Liquidated Damages, if any), on all
     the Securities and the performance of every covenant of this
     Indenture on the party of the Company to be performed or observed
     and shall have provided for conversion rights in accordance with
     Section 12.11 hereof;

(2)  at the time of consummation of such transaction, no Event of
Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and
be continuing; and

(3)  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
and that all conditions precedent herein provided for relating to
such transaction have been complied with.

     Section 6.2    Successor Substituted.

     Upon any consolidation or merger by the Company with or into
any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety
to any Person, in accordance with Section 6.1 hereof, the
successor Person formed by such consolidation or into which the
Company is merged or 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 Person had
been named as the Company herein, and thereafter, except in the
case of a lease to another Person, the

<PAGE>

predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

<PAGE>

                            ARTICLE 7

               AMENDMENTS, SUPPLEMENTS AND WAIVERS

     Section 7.1    Without Consent of Holders of Securities.

     Without the consent of any Holders of Securities, the
Company, when authorized by a Board Resolution, and the Trustee,
at any time and from time to time, may amend this Indenture and
the Securities to:

     (a)  add to the covenants of the Company for the benefit of the
Holders of Securities;

(b)  surrender any right or power herein conferred upon the
Company;

(c)  make provision with respect to the conversion rights of
Holders of Securities pursuant to Section 12.11 hereof;

(d)  provide for the assumption of the Company's obligations to
the Holders of Securities in the case of a merger, consolidation,
conveyance, transfer or lease pursuant to Article 6 hereof;

(e)  reduce the Conversion Price; provided, that such reduction
in the Conversion Price shall not adversely affect the interest
of the Holders of Securities (after taking into account tax and
other consequences of such reduction) in any material respect;

(f)  comply with the requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA;

(g)  make any changes or modifications to this Indenture
necessary in connection with the registration of any Securities
under the Securities Act as contemplated in the Registration
Rights Agreement, provided that such action pursuant to this
clause (g) does not adversely affect the interests of the Holders
of Securities in any material respect;

(h)  cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein
or which is otherwise defective, or make any other provisions
with respect to matters or questions arising under this Indenture
which the Company and the Trustee may deem necessary or desirable
and which shall not be inconsistent with the provisions of this
Indenture, provided that such action pursuant to this clause (h)
does not, in the good faith opinion of the Board of Directors and
the Trustee, adversely affect the interests of the Holders of
Securities in any material respect;

(i)  add or modify any other provisions with respect to matters
or questions arising under this Indenture which the Company and
the Trustee may deem necessary or desirable and which shall not
be inconsistent with the provisions of this Indenture, provided
that such action pursuant to this clause (i) does not adversely
affect the interests of the Holders of Securities in any material
respect; or

<PAGE>

(j)  make provision for the establishment of a book-entry system,
in which Holders would have the option to participate, for the
clearance and settlement of transactions in Securities originally
issued in definitive form.

     Section 7.2    With Consent of Holders of Securities.

     Except as provided below in this Section 7.2, this Indenture
or the Securities may be amended or supplemented, and
noncompliance by the Company in any particular instance with any
provision of this Indenture or the Securities may be waived, in
each case (i) with the written consent of the Holders of at least
a majority in aggregate principal amount of the Outstanding
Securities or (ii) by the adoption of a resolution, at a meeting
of Holders of the Outstanding Securities at which a quorum is
present, by the Holders of a majority in aggregate principal
amount of the Outstanding Securities represented at such meeting.

     Without the written consent or the affirmative vote of each
Holder of Securities affected, an amendment or waiver under this
Section 7.2 may not:

     (a)  change the Stated Maturity of the principal of, or any
installment of interest (including Liquidated Damages, if any)
on, any Security;

(b)  reduce the principal amount of, or premium, if any, on any
Security;

(c)  reduce the Interest Rate or interest (including Liquidated
Damages, if any) on any Security;

(d)  change the currency of payment of principal of, premium, if
any, or interest (including Liquidated Damages, if any) on any
Security;

(e)  impair the right of any Holder to institute suit for the
enforcement of any payment on or with respect to, or the
conversion of, any Security;

(f)  modify the obligation of the Company to maintain an office
or agency in The City of New York pursuant to Section 9.2 hereof;

(g)  except as permitted by Section 12.11 hereof, adversely
affect the right to convert any Security as provided in Article
12 hereof;

     (h)  adversely affect the Repurchase Right;

     (i)  modify the subordination provisions of the Securities
in a manner adverse to the Holders of Securities,

     (j)  modify any of the provisions of this Section, Section
4.4 or Section 14.11, except to increase any percentage contained
herein or therein or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Security affected thereby; or

<PAGE>

     (k)  reduce the requirements of Section 8.4 hereof for
quorum or voting, or reduce the percentage in aggregate principal
amount of the Outstanding Securities the consent of whose Holders
is required for any such supplemental indenture or the consent of
whose Holders is required for any waiver provided for in this
Indenture.

     It shall not be necessary for any Act of Holders of
Securities under this Section to approve the particular form of
any proposal supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.

     Section 7.3    Compliance with Trust Indenture Act.

     Every amendment to this Indenture or the Securities shall be
set forth in a supplemental indenture that complies with the TIA
as then in effect.

     Section 7.4    Revocation of Consents and Effect of Consents or
Votes.

     Until an amendment, supplement or waiver becomes effective,
a written consent to it by a Holder is a continuing consent by
the Holder and every subsequent Holder of a Security or portion
of a Security that evidences the same debt as the consenting
Holder's Security, even if notation of the consent is not made on
any Security; provided, however, that unless a record date shall
have been established, any such Holder or subsequent Holder may
revoke the consent as to its Security or portion of a Security if
the Trustee receives written notice of revocation before the date
the amendment, supplement or waiver becomes effective.

     An amendment, supplement or waiver becomes effective on
receipt by the Trustee of written consents from or affirmative
votes by, as the case may be, the Holders of the requisite
percentage of aggregate principal amount of the Outstanding
Securities, and thereafter shall bind every Holder of Securities;
provided, however, if the amendment, supplement or waiver makes a
change described in any of the clauses (a) through (k) of Section
7.2 hereof, the amendment, supplement or waiver shall bind only
each Holder of a Security which has consented to it or voted for
it, as the case may be, and every subsequent Holder of a Security
or portion of a Security that evidences the same indebtedness as
the Security of the consenting or affirmatively voting, as the
case may be, Holder.

     Section 7.5    Notation on or Exchange of Securities.

     If an amendment, supplement or waiver changes the terms of a
Security:

     (a)  the Trustee may require the Holder of a Security to deliver
such Securities to the Trustee, the Trustee may place an
appropriate notation on the Security about the changed terms and
return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or

(b)  if the Company or the Trustee so determines, the Company in
exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms.

<PAGE>

     Failure to make the appropriate notation or issue a new
Security shall not affect the validity and effect of such
amendment, supplement or waiver.

     Section 7.6    Trustee to Sign Amendment, Etc.

     The Trustee shall sign any amendment authorized pursuant to
this Article 7 if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.  If the
amendment does adversely affect the rights, duties, liabilities
or immunities of the Trustee, the Trustee may but need not sign
it.  In signing or refusing to sign such amendment, the Trustee
shall be entitled to receive and shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel
as conclusive evidence that such amendment is authorized or
permitted by this Indenture.

<PAGE>

                            ARTICLE 8

                MEETING OF HOLDERS OF SECURITIES

     Section 8.1    Purposes for Which Meetings May Be Called.

     A meeting of Holders of Securities may be called at any time
and from time to time pursuant to this Article to make, give or
take any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be
made, given or taken by Holders of Securities.

     Notwithstanding anything contained in this Article 8, the
Trustee may, during the pendency of a Default or an Event of
Default, call a meeting of Holders of Securities in accordance
with its standard practices.

     Section 8.2    Call Notice and Place of Meetings.

     (a)  The Trustee may at any time call a meeting of Holders of
Securities for any purpose specified in Section 8.1 hereof, to be
held at such time and at such place in The City of New York.
Notice of every meeting of Holders of Securities, setting forth
the time and the place of such meeting, in general terms the
action proposed to be taken at such meeting and the percentage of
the principal amount of the Outstanding Securities which shall
constitute a quorum at such meeting, shall be given, in the
manner provided in Section 14.2 hereof, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

(b)  In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of
the Outstanding Securities shall have requested the Trustee to
call a meeting of the Holders of Securities for any purpose
specified in Section 8.1 hereof, by written request setting forth
in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have made the first
publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause
the meeting to be held as provided herein, then the Company or
the Holders of Securities in the amount specified, as the case
may be, may determine the time and the place in The City of New
York for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in paragraph (a) of this
Section.

     Section 8.3    Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of
Securities, a Person shall be (a) a Holder of one or more
Outstanding Securities or (b) a Person appointed by an instrument
in writing as proxy for a Holder or Holders of one or more
Outstanding Securities by such Holder or Holders.  The only
Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such
meeting and their counsel, any representatives of the Trustee and
its counsel and any representatives of the Company and its
counsel.

<PAGE>

     Section 8.4    Quorum; Action.

     The Persons entitled to vote a majority in principal amount
of the Outstanding Securities shall constitute a quorum.  In the
absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request
of Holders of Securities, be dissolved.  In any other case, the
meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the
adjournment of such meeting.  In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such
adjourned meeting.  Notice of the reconvening of any adjourned
meeting shall be given as provided in Section 8.2(a) hereof,
except that such notice need be given only once and not less than
five days prior to the date on which the meeting is scheduled to
be reconvened.

     At a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid, any resolution and all
matters (except as limited by the second paragraph of Section 7.2
hereof) shall be effectively passed and decided if passed or
decided by the Persons entitled to vote not less than a majority
in principal amount of Outstanding Securities represented and
voting at such meeting.

     Any resolution passed or decisions taken at any meeting of
Holders of Securities duly held in accordance with this Section
shall be binding on all the Holders of Securities, whether or not
present or represented at the meeting.

     Section 8.5    Determination of Voting Rights; Conduct and
Adjournment of Meetings.

     (a)  Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders of Securities in regard to
proof of the holding of Securities and of the appointment of
proxies and in regard to the appointment and duties of inspectors
of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem
appropriate.

(b)  The Trustee shall, by an instrument in writing, appoint a
temporary chairman (which may be the Trustee) of the meeting,
unless the meeting shall have been called by the Company or by
Holders of Securities as provided in Section 8.2(b) hereof, in
which case the Company or the Holders of Securities calling the
meeting, as the case may be, shall in like manner appoint a
temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the Persons
entitled to vote a majority in principal amount of the
Outstanding Securities represented at the meeting.

(c)  At any meeting, each Holder of a Security or proxy shall be
entitled to one vote for each $1,000 principal amount of
Securities held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding.  The chairman of the
meeting shall have no right to vote, except as a Holder of a
Security or proxy.

<PAGE>

(d)  Any meeting of Holders of Securities duly called pursuant to
Section 8.2 hereof at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities represented at the
meeting, and the meeting may be held as so adjourned without
further notice.

     Section 8.6    Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of
Holders of Securities shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities or of
their representatives by proxy and the principal amounts and
serial numbers of the Outstanding Securities held or represented
by them.  The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with
the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting.  A record, at least
in duplicate, of the proceedings of each meeting of Holders of
Securities shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts
setting forth a copy of the notice of the meeting and showing
that said notice was given as provided in Section 8.2 hereof and,
if applicable, Section 8.4 hereof.  Each copy shall be signed and
verified by the affidavits of the permanent chairman and
secretary of the meeting and one such copy shall be delivered to
the Company and another to the Trustee to be preserved by the
Trustee, the latter to have attached thereto the ballots voted at
the meeting.  Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

<PAGE>

                            ARTICLE 9

                            COVENANTS

     Section 9.1    Payment of Principal, Premium and Interest.

     The Company will duly and punctually pay the principal of
and premium, if any, and interest (including Liquidated Damages,
if any) in respect of the Securities in accordance with the terms
of the Securities and this Indenture.  The Company will deposit
or cause to be deposited with the Trustee as directed by the
Trustee, no later than the day of the Stated Maturity of any
Security or installment of interest (including Liquidated
Damages, if any), all payments so due.

     Section 9.2    Maintenance of Offices or Agencies.

     The Company hereby appoints the Trustee's Corporate Trust
Office as its office in The City of New York, where Securities
may be:

               (i)  presented or surrendered for payment;

(ii) surrendered for registration of transfer or exchange;

(iii)     surrendered for conversion;

and where notices and demands to or upon the Company in respect
of the Securities and this Indenture maybe served.

     The Company may at any time and from time to time vary or
terminate the appointment of any such office or appoint any
additional offices for any or all of such purposes; provided,
however, that until all of the Securities have been delivered to
the Trustee for cancellation, or moneys sufficient to pay the
principal of and premium, if any, and interest (including
Liquidated Damages, if any) on the Securities have been made
available for payment and either paid or returned to the Company
pursuant to the provisions of Section 9.3 hereof, the Company
will maintain in The City of New York, an office or agency where
Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or
exchange, where Securities may be surrendered for conversion and
where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served.  The Company
will give prompt written notice to the Trustee, and notice to the
Holders in accordance with Section 14.2 hereof, of the
appointment or termination of any such agents and of the location
and any change in the location of any such office or agency.

     If at any time the Company shall fail to maintain any such
required office or agency in The City of New York, or shall fail
to furnish the Trustee with the address thereof, presentations
and surrenders may be made at, and notices and demands may be
served on, the Corporate Trust Office of the Trustee.

<PAGE>

     Section 9.3    Corporate Existence.

     Subject to Article 6 hereof, the Company will do or cause to
be done all things necessary to preserve and keep in full force
and effect its corporate existence, rights (charter and
statutory) and franchises; provided, however, that the Company
shall not be required to preserve any such right or franchise if
the Company determines that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect
to the Holders.

     Section 9.4    Maintenance of Properties.

     The Company will maintain and keep its properties and every
part thereof in such repair, working order and condition, and
make or cause to be made all such needful and proper repairs,
renewals and replacements thereto, as in the judgment of the
Company are necessary in the interests of the Company; provided,
however, that nothing contained in this Section shall prevent the
Company from selling, abandoning or otherwise disposing of any of
its properties or discontinuing a part of its business from time
to time if, in the judgment of the Company, such sale,
abandonment, disposition or discontinuance is advisable and does
not materially adversely affect the interests or business of the
Company.

     Section 9.5    Payment of Taxes and Other Claims.

     The Company will, and will cause any Significant Subsidiary
to, promptly pay and discharge or cause to be paid and discharged
all material taxes, assessments and governmental charges or
levies lawfully imposed upon it or upon its income or profits or
upon any of its property, real or personal, or upon any part
thereof, as well as all material claims for labor, materials and
supplies which, if unpaid, might by law become a lien or charge
upon its property; provided, however, that neither the Company
nor any Significant Subsidiary shall be required to pay or
discharge or cause to be paid or discharged any such tax,
assessment, charge, levy, or claim if the amount, applicability
or validity thereof shall currently be contested in good faith by
appropriate proceedings and if the Company or such Significant
Subsidiary, as the case may be, shall have set aside on its books
reserves deemed by it adequate with respect thereto.

     Section 9.6    Reports.

     (a)  The Company shall deliver to the Trustee within 15 days
after it files them with the SEC copies of the annual reports and
of the information, documents, and other reports (or copies of
such portions of any of the foregoing as the SEC may 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;
provided, however, the Company shall not be required to deliver
to the Trustee any materials for which the Company has sought and
received confidential treatment by the SEC.  The Company also
shall comply with the other provisions of Section 314(a) of the
TIA.

(b)  If at any time the Company is not subject to Section 13 or
15(d) of the Exchange Act, upon the request of a Holder of a
Security, the Company will promptly furnish or cause to be
furnished to such Holder or to a prospective purchaser of such
Security designated by such Holder, as the case may be, the
information, if any, required to be delivered by it pursuant to

<PAGE>

Rule 144A(d)(4) under the Securities Act to permit compliance
with Rule 144A in connection with the resale of such Security;
provided, however, that the Company shall not be required to
furnish such information in connection with any request made on
or after the date which is two years from the later of the date
such security was last acquired from the Company or an Affiliate
of the Company.

     Section 9.7    Compliance Certificate.

     The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company, an Officers'
Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company, they would
normally have knowledge of any failure by the Company to comply
with all conditions, or Default by the Company with respect to
any covenants, under this Indenture, and further stating whether
or not they have knowledge of any such failure or default and, if
so, specifying each such failure or Default and the nature
thereof.  Within five Business Days of an Officer of the Company
coming to have actual knowledge of a Default, regardless of the
date, the Company shall deliver an Officers' Certificate to the
Trustee specifying such Default and the nature and status
thereof.

     Section 9.8    Resale of Certain Securities.

     During the period of two years after the last date of
original issuance of any Securities, the Company shall not, and
shall not permit any of its Affiliates to, resell any Securities,
or shares of Common Stock issuable upon conversion of the
Securities, which constitute "restricted securities" under Rule
144, that are acquired by any of them within the United States or
to "U.S. persons" (as defined in Regulation S) except pursuant to
an effective registration statement under the Securities Act or
an applicable exemption therefrom.  The Trustee shall have no
responsibility or liability in respect of the Company's
performance of its agreement in the preceding sentence.

<PAGE>

                           ARTICLE 10

                    REDEMPTION OF SECURITIES

     Section 10.1   Provisional Redemption.

     Any time prior to March 7, 2003, the Company may, at its
option, redeem the Securities in whole or in part on any date
from time to time, upon notice as set forth in Section 10.5, at a
redemption price equal to $1,000 per $1,000 principal amount of
the Securities redeemed plus accrued and unpaid interest, if any
(such amount, together with the Make-Whole Payment described
below, the "Provisional Redemption Price"), to but excluding the
date of redemption (the "Provisional Redemption Date") if (i) the
Closing Price of the Common Stock has exceeded 150% of the
Conversion Price (as defined in Article 12 and as such may be
adjusted from time to time) then in effect for at least 20
Trading Days in any consecutive 30-Trading Day period ending on
the Trading Day prior to the date of mailing of the provisional
notice of redemption pursuant to Section 10.5 (the "Notice Date")
and (ii) a registration statement covering resales of the
Securities and the Common Stock issuable upon conversion thereof
is effective and available for use and is expected to remain
effective for the 30 days following the Provisional Redemption
Date.

     Upon any such Provisional Redemption, the Company shall make
an additional payment in cash (the "Make-Whole Payment") with
respect to the Securities called for redemption to Holders on the
Notice Date in an amount equal to $107.14 per $1,000 principal
amount of the Securities, less the amount of any interest
actually paid on such Securities prior to the Notice Date. The
Company shall make the Make-Whole Payment on all Securities
called for Provisional Redemption, including those Securities
converted into Common Stock between the Notice Date and the
Provisional Redemption Date.

     Section 10.2   Optional Redemption.

     Except as set forth under Section 10.1, the Securities are
not redeemable prior to March 7, 2003.  On and after March 7,
2003, the Company may, at its option, redeem the Securities in
whole at any time or in part from time to time, on any date prior
to maturity, upon notice as set forth in Section 10.5, at the
redemption price (expressed as percentages of the principal
amount) set forth below if redeemed during the 12-month period
beginning March 7 of the years indicated and ending March 6 of
the following year:

                                       Redemption Price

          March 7, 2003 through March 6, 2004          102.714%

          March 7, 2004 through March 6, 2005          102.036%

          March 7, 2005 through March 6, 2006          101.357%

          March 7, 2006 and thereafter                 100.679%

<PAGE>

(the "Optional Redemption Price"), plus any interest accrued but
not paid prior to the Optional Redemption Date.

     Section 10.3   Notice to Trustee.

     If the Company elects to redeem Securities pursuant to the
redemption provisions of Section 10.1 or Section 10.2 hereof, it
shall notify the Trustee at least 30 days prior to the Redemption
Date of such intended Redemption Date, the principal amount of
Securities to be redeemed and the CUSIP numbers of the Securities
to be redeemed.

     Section 10.4   Selection of Securities to Be Redeemed.

     If fewer than all the Securities are to be redeemed, the
Trustee shall select the particular Securities to be redeemed
from the Outstanding Securities by a method that complies with
the requirements of any exchange on which the Securities are
listed, or, if the Securities are not listed on an exchange, on a
pro rata basis or by lot or in accordance with any other method
the Trustee considers fair and appropriate.  Securities and
portions thereof  that the Trustee selects shall be in amounts
equal to the minimum authorized denominations for Securities to
be redeemed or any integral multiple thereof.

     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 to be the portion selected for
redemption (provided, however, that the Holder of such Security
so converted and deemed redeemed shall not be entitled to any
additional interest payment as a result of such deemed redemption
than such Holder would have otherwise been entitled to receive
upon conversion of such Security).  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.

     The Trustee shall promptly notify the Company and the
Registrar in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of
Securities shall relate, in the case of any Securities redeemed
or to be redeemed only in part, to the portion of the principal
amount of such Securities which has been or is to be redeemed.

     Section 10.5   Notice of Redemption.

     Notice of redemption shall be given in the manner provided
in Section 14.2 hereof to the Holders of Securities to be
redeemed.  Such notice shall be given not less than 20 nor more
than 60 days prior to the Redemption Date.

     All notices of redemption shall state:

               (1)  the Redemption Date;

<PAGE>

(2)  the Redemption Price and interest accrued and unpaid to the
Redemption Date, if any;

(3)  if fewer than all the Outstanding Securities are to be
redeemed, the aggregate principal amount of Securities to be
redeemed and the aggregate principal amount of Securities which
will be outstanding after such partial redemption;

(4)  that on the Redemption Date the Redemption Price and
interest accrued and unpaid to the Redemption Date, if any, will
become due and payable upon each such Security to be redeemed,
and that interest thereon shall cease to accrue on and after such
date;

(5)  the Conversion Price, the date on which the right to convert
the principal of the Securities to be redeemed will terminate and
the places where such Securities may be surrendered for
conversion;

(6)  the place or places where such Securities are to be
surrendered for payment of the Redemption Price and accrued and
unpaid interest, if any; and

(7)  the CUSIP number of the Securities.

     The notice given shall specify the last date on which
exchanges or transfers of Securities may be made pursuant to
Section 2.7 hereof, and shall specify the serial numbers of
Securities and the portions thereof called for redemption.

     Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the
Company's request, by the Trustee in the name of and at the
expense of the Company.

     Section 10.6   Effect of Notice of Redemption.

     Notice of redemption having been given as provided in
Section 10.5 hereof, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption
Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price and
accrued and unpaid interest) such Securities shall cease to bear
interest.  Upon surrender of any such Security for redemption in
accordance with such notice, such Security shall be paid by the
Company at the Redemption Price plus accrued and unpaid interest,
if any; provided, however, that the installments of interest on
Securities whose Stated Maturity is prior to or on the Redemption
Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the
relevant Record Date according to their terms and the provisions
of Section 2.1 hereof.

     If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal and premium,
if any, shall, until paid, bear interest from the Redemption Date
at the Interest Rate.

<PAGE>

     Section 10.7   Deposit of Redemption Price.

     Prior to or on any Redemption Date, the Company shall
deposit with the Trustee or with a Paying Agent an amount of
money sufficient to pay the Redemption Price of all the
Securities to be redeemed on that Redemption Date, other than any
Securities called for redemption on that date which have been
converted prior to the date of such deposit, and accrued and
unpaid interest, if any, on such Securities.

     If any Security called for redemption is converted, any
money deposited with the Trustee or with a Paying Agent or so
segregated and held in trust for the redemption of such Security
shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the
fourth to last paragraph of Section 2.1 hereof) be paid to the
Company on Company Request or, if then held by the Company, shall
be discharged from such trust.

     Section 10.8   Securities Redeemed in Part.

     Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for
that purpose pursuant to Section 9.2 hereof (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 the 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 equal to and in exchange for
the unredeemed portion of the principal of the Security so
surrendered.

<PAGE>

                           ARTICLE 11

              REPURCHASE AT THE OPTION OF A HOLDER
                    UPON A CHANGE OF CONTROL

     Section 11.1   Repurchase Right.

     In the event that a Change in Control shall occur, each
Holder shall have the right (the "Repurchase Right"), at the
Holder's option, but subject to the provisions of Section 11.2
hereof, to require the Company to repurchase, and upon the
exercise of such right the Company shall repurchase, all of such
Holder's Securities not theretofore called for redemption, or any
portion of the principal amount thereof that is equal to $1,000
or any integral multiple thereof (provided that no single
Security may be repurchased in part unless the portion of the
principal amount of such Security to be Outstanding after such
repurchase is equal to $1,000 or integral multiples thereof), on
the date (the "Repurchase Date") that is 45 days after the date
of the Company Notice at a purchase price equal to 100% of the
principal amount of the Securities to be repurchased (the
"Repurchase Price"), plus interest accrued and unpaid to, but
excluding, the Repurchase Date; provided, however, that
installments of interest on Securities whose Stated Maturity is
prior to or on the Repurchase Date shall be payable to the
Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date
according to their terms and the provisions of Section 2.1
hereof.

     Subject to the fulfillment by the Company of the conditions
set forth in Section 11.2 hereof, the Company may elect to pay
the Repurchase Price by delivering the number of shares of Common
Stock equal to (i) the Repurchase Price divided by (ii) 95% of
the average of the Closing Prices per share of Common Stock for
the five consecutive Trading Days immediately preceding and
including the third Trading Day prior to the Repurchase Date.

     Whenever in this Indenture (including Sections 2.2, 4.1(a)
and 4.7 hereof) or Exhibit A annexed hereto there is a reference,
in any context, to the principal of any Security as of any time,
such reference shall be deemed to include reference to the
Repurchase Price payable in respect to such Security to the
extent that such Repurchase Price is, was or would be so payable
at such time, and express mention of the Repurchase Price in any
provision of this Indenture shall not be construed as excluding
the Repurchase Price in those provisions of this Indenture when
such express mention is not made; provided, however, that, for
the purposes of Article 13 hereof, such reference shall be deemed
to include reference to the Repurchase Price only to the extent
the Repurchase Price is payable in cash.

     Section 11.2   Conditions to the Company's Election to Pay the
Repurchase Price in Common Stock.

     (a)  The shares of Common Stock to be issued upon repurchase of
Securities hereunder:

           (i)  shall not require registration under any federal securities
     law before such shares may be freely transferable without being
     subject to any transfer restrictions under

<PAGE>

     the Securities Act upon repurchase or, if such registration is
     required, such registration shall be completed and shall become
     effective prior to the Repurchase Date; and

(ii) shall not require registration with, or approval of, any
governmental authority under any state law or any other federal
law before shares may be validly issued or delivered upon
repurchase or if such registration is required or such approval
must be obtained, such registration shall be completed or such
approval shall be obtained prior to the Repurchase Date.

     (b)  The shares of Common Stock to be listed upon repurchase of
Securities hereunder are, or shall have been, approved for
listing on the Nasdaq National Market or the New York Stock
Exchange or listed on another national securities exchange, in
any case, prior to the Repurchase Date.

(c)  All shares of Common Stock which may be issued upon
repurchase of Securities will be issued out of the Company's
authorized but unissued Common Stock and will, upon issue, be
duly and validly issued and fully paid and nonassessable and free
of any preemptive or similar rights.

(d)  If any of the conditions set forth in clauses (a) through
(d) of this Section 11.2 are not satisfied in accordance with the
terms thereof, the Repurchase Price shall be paid by the Company
only in cash.

     Section 11.3   Notices; Method of Exercising Repurchase Right,
Etc.

     (a)  Unless the Company shall have theretofore called for
redemption all of the Outstanding Securities, prior to or on the
30th day after the occurrence of a Change in Control, the
Company, or, at the written request and expense of the Company
prior to or on the 30th day after such occurrence, the Trustee
shall give to all Holders of Securities notice, in the manner
provided in Section 14.2 hereof, of the occurrence of the Change
of Control and of the Repurchase Right set forth herein arising
as a result thereof (the "Company Notice").  The Company shall
also deliver a copy of such notice of a Repurchase Right to the
Trustee.  Each notice of a Repurchase Right shall state:

               (1)  the Repurchase Date;

(2)  the date by which the Repurchase Right must exercised;

(3)  the Repurchase Price and accrued and unpaid interest, if
any, and whether the Repurchase Price shall be paid by the
Company in cash or by delivery of shares of Common Stock;

(4)  a description of the procedure which a Holder must follow to
exercise a Repurchase Right, and the place or places where such
Securities, are to be surrendered for payment of the Repurchase
Price and accrued and unpaid interest, if any;

(5)  that on the Repurchase Date the Repurchase Price and accrued
and unpaid interest, if any, will become due and payable upon
each such Security designated

<PAGE>

by the Holder to be repurchased, and that interest thereon shall cease
to accrue on and after said date;

(6)  the Conversion Rate then in effect, the date on which the
right to convert the principal amount of the Securities to be
repurchased will terminate and the place where such Securities
may be surrendered for conversion, and

(7)  the place or places where such Securities, together with the
Option to Elect Repayment Upon a Change of Control certificate
included in Exhibit A annexed hereto are to be delivered for
payment of the Repurchase Price and accrued and unpaid interest,
if any.

     No failure of the Company to give the foregoing notices or
defect therein shall limit any Holder's right to exercise a
Repurchase Right or affect the validity of the proceedings for
the repurchase of Securities.

     If any of the foregoing provisions or other provisions of
this Article 11 are inconsistent with applicable law, such law
shall govern.

     (b)  To exercise a Repurchase Right, a Holder shall deliver to
the Trustee prior to or on the 30th day after the date of the
Company Notice:

               (1)  written notice of the Holder's exercise of such right, which
          notice shall set forth the name of the Holder, the principal
          amount of the Securities to be repurchased (and, if any Security
          is to be repurchased in part, the serial number thereof, the
          portion of the principal amount thereof to be repurchased) and a
          statement that an election to exercise the Repurchase Right is
          being made thereby, and, in the event that the Repurchase Price
          shall be paid in shares of Common Stock, the name or names (with
          addresses) in which the certificate or certificates for shares of
          Common Stock shall be issued, and

(2)  the Securities with respect to which the Repurchase Right is
being exercised.

Such written notice shall be irrevocable, except that the right
of the Holder to convert the Securities with respect to which the
Repurchase Right is being exercised shall continue until the
close of business on the Business Day immediately preceding the
Repurchase Date.

     (c)  In the event a Repurchase Right shall be exercised in
accordance with the terms hereof, the Company shall pay or cause
to be paid to the Trustee the Repurchase Price in cash for
payment to the Holder on the Repurchase Date or, if shares of
Common Stock are to be paid, shares of Common Stock, as provided
above, as promptly after the Repurchase Date as practicable,
together with accrued and unpaid interest to the Repurchase Date
payable in cash with respect to the Securities as to which the
Repurchase Right has been exercised; provided, however, that
installments of interest that mature prior to or on the
Repurchase Date shall be payable in cash to the Holders of such
Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record
Date.

<PAGE>

(d)  If any Security (or portion thereof) surrendered for
repurchase shall not be so paid on the Repurchase Date, the
principal amount of such Security (or portion thereof, as the
case may be) shall, until paid, bear interest to the extent
permitted by applicable law from the Repurchase Date at the
Interest Rate, and each Security shall remain convertible into
Common Stock until the principal of such Security (or portion
thereof, as the case may be) shall have been paid or duly
provided for.

(e)  Any Security which is to be repurchased only in part shall
be surrendered to the Trustee (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 his attorney duly
authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the
Holder of such Security without service charge, a new Security or
Securities, containing identical terms and conditions, each in an
authorized denomination in aggregate principal amount equal to
and in exchange for the unrepurchased portion of the principal of
the Security so surrendered.

(f)  Any issuance of shares of Common Stock in respect of the
Repurchase Price shall be deemed to have been effected
immediately prior to the close of business on the Repurchase Date
and the Person or Persons in whose name or names any certificate
or certificates for shares of Common Stock shall be issuable upon
such repurchase shall be deemed to have become on the Repurchase
Date the holder or holders of record of the shares represented
thereby; provided, however, that any surrender for repurchase on
a date when the stock transfer books of the Company shall be
closed shall constitute the Person or Persons in whose name or
names the certificate or certificates for such shares are to be
issued as the record holder or holders thereof for all purposes
at the opening of business on the next succeeding day on which
such stock transfer books are open.  No payment or adjustment
shall be made for dividends or distributions on any Common Stock
issued upon repurchase of any Security declared prior to the
Repurchase Date.

(g)  No fractions of shares of Common Stock shall be issued upon
repurchase of any Security or Securities.  If more than one
Security shall be repurchased from the same Holder and the
Repurchase Price shall be payable in shares of Common Stock, the
number of full shares which shall be issued upon such repurchase
shall be computed on the basis of the aggregate principal amount
of the Securities (or specified portions thereof) to be so
repurchased.  Instead of any fractional share of Common Stock
which would otherwise be issued on the repurchase of any Security
or Securities (or specified portions thereof), the Company shall
pay a cash adjustment in respect of such fraction (calculated to
the nearest one-100th of a share) in an amount equal to the same
fraction of the Quoted Price of the Common Stock as of the
Trading Day preceding the Repurchase Date.

(h)  Any issuance and delivery of certificates for shares of
Common Stock on repurchase of Securities shall be made without
charge to the Holder of Securities being repurchased for such
certificates or for any tax or duty in respect of the issuance or
delivery of such certificates or the Securities represented
thereby; provided, however, that the Company shall not be
required to pay any tax or duty which may be payable in respect
of (i) income of the Holder or (ii) any transfer involved in the
issuance or delivery of certificates for shares of Common Stock
in a name other than that of the Holder of the Securities being
repurchased, and

<PAGE>

no such issuance or delivery shall be made unless the Persons requesting
such issuance or delivery has paid to the Company the amount of any such
tax or duty or has established, to the satisfaction of the Company, that
such tax or duty has been paid.

     (i)  All Securities delivered for repurchase shall be delivered
to the Trustee to be canceled at the direction of the Trustee,
which shall dispose of the same as provided in Section 2.15
hereof.

<PAGE>

                           ARTICLE 12

                    CONVERSION OF SECURITIES

     Section 12.1   Conversion Right and Conversion Price.

     Subject to and upon compliance with the provisions of this
Article, at the option of the Holder thereof, any Security or any
portion of the principal amount thereof which is $1,000 or an
integral multiple of $1,000 may be converted at the principal
amount thereof, or of such portion thereof, into the number of
duly authorized, fully paid and nonassessable shares of Common
Stock obtained by dividing the aggregate principal amount of such
Security (or portion thereof) surrendered for conversion by the
Conversion Price, determined as hereinafter provided, in effect
at the time of conversion.  Such conversion right shall expire at
the close of business on March 1, 2007.

     In case a Security or portion thereof is called for
redemption, such conversion right in respect of the Security or
the portion so called, shall expire at the close of business on
the second Business Day preceding the Redemption Date, unless the
Company defaults in making the payment due upon redemption.  In
the case of a Change of Control for which the Holder exercises
its Repurchase Right with respect to a Security or portion
thereof, such conversion right in respect of the Security or
portion thereof shall expire at the close of business on the
Business Day preceding the Repurchase Date.

     The price at which shares of Common Stock shall be delivered
upon conversion (the "Conversion Price") shall be initially equal
to $63.84 per share of Common Stock.  The Conversion Price shall
be adjusted in certain instances as provided in paragraphs (a),
(b), (c), (d), (e), (f), (h) and (1) of Section 12.4 hereof.

     Section 12.2   Exercise of Conversion Right.

     To exercise the conversion right, the Holder of any Security
to be converted shall surrender such Security duly endorsed or
assigned to the Company or in blank, at the office of any
Conversion Agent, accompanied by a duly signed conversion notice
substantially in the form attached to the Security to the Company
stating that the Holder elects to convert such Security or, if
less than the entire principal amount thereof is to be converted,
the portion thereof to be converted.

     Any Holder which surrenders any Security for conversion
during the period between the close of business on any Regular
Record Date and ending with the opening of business on the
corresponding Interest Payment Date (except in the case of any
Security whose Maturity is prior to such Interest Payment Date)
shall be accompanied by payment in New York Clearing House funds
or other funds acceptable to the Company of an amount equal to
the interest (including Liquidated Damages, if any) to be
received on such Interest Payment Date on the principal amount of
the Security being surrendered for conversion.  Notwithstanding
the foregoing, any such Holder which surrenders for conversion
any Security which has been called for redemption by the Company
in a notice of redemption given by the Company pursuant to
Section 10.5 hereof (whether the Redemption Date for such
Security is on such Interest Payment Date or

<PAGE>

otherwise), need not pay the Company an amount equal to the interest
(including Liquidated Damages, if any) in the principal amount of such
Security so converted at the time such Holder surrenders such
Security for conversion.

     Securities shall be deemed to have been converted
immediately prior to the close of business on the day of
surrender of such Securities for conversion in accordance with
the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person
or Persons entitled to receive the Common Stock issuable upon
conversion shall be treated for all purposes as the record holder
or holders of such Common Stock at such time.  As promptly as
practicable on or after the conversion date, the Company shall
cause to be issued and delivered to such Conversion Agent a
certificate or certificates for the number of full shares of
Common Stock issuable upon conversion, together with payment in
lieu of any fraction of a share as provided in Section 12.3
hereof.

     In the case of any Security which is converted in part only,
upon such conversion the Company shall execute and the Trustee
shall authenticate and deliver to the Holder thereof, at the
expense of the Company, a new Security or Securities of
authorized denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of such
Securities.

     If shares of Common Stock to be issued upon conversion of a
Restricted Security, or Securities to be issued upon conversion
of a Restricted Security in part only, are to be registered in a
name other than that of the Holder of such Restricted Security,
such Holder must deliver to the Conversion Agent a certificate in
substantially the form set forth in the form of Security set
forth in Exhibit A annexed hereto, dated the date of surrender of
such Restricted Security and signed by such Holder, as to
compliance with the restrictions on transfer applicable to such
Restricted Security.  Neither the Trustee nor any Conversion
Agent, Registrar or Transfer Agent shall be required to register
in a name other than that of the Holder shares of Common Stock or
Securities issued upon conversion of any such Restricted Security
not so accompanied by a properly completed certificate.

     The Company hereby initially appoints the Trustee as the
Conversion Agent.

     Section 12.3   Fractions of Shares.

     No fractional shares of Common Stock shall be issued upon
conversion of any Security or Securities.  If more than one
Security shall be surrendered for conversion at one time by the
same Holder, the number of full shares which shall be issued upon
conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified
portions thereof) so surrendered.  Instead of any fractional
share of Common Stock which would otherwise be issued upon
conversion of any Security or Securities (or specified portions
thereof), the Company shall pay a cash adjustment in respect of
such fraction (calculated to the nearest one-100th of a share) in
an amount equal to the same fraction of the Quoted Price of the
Common Stock as of the Trading Day preceding the date of
conversion.

     Section 12.4   Adjustment of Conversion Price.

     The Conversion Price shall be subject to adjustments,
calculated by the Company, from time to time as follows:

<PAGE>

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

                (i)  the numerator of which shall be the number of shares of
          Common Stock outstanding at the close of business on the Record
          Date (as defined in Section 12.4(g)) fixed for such
          determination, and

(ii) the denominator of which shall be the sum of such number of
shares and the total number of shares constituting such dividend
or other distribution.

Such reduction shall become effective immediately after the
opening of business on the day following the Record Date.  If any
dividend or distribution of the type described in this Section
12.4(a) is declared but not so paid or made, the Conversion Price
shall again be adjusted to the Conversion Price which would then
be in effect if such dividend or distribution had not been
declared.

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

(c)  In case the Company shall issue rights or warrants (other
than any rights or warrants referred to in Section 12.4(d)) to
all holders of its outstanding shares of Common Stock entitling
them to subscribe for or purchase shares of Common Stock (or
securities convertible into Common Stock) at a price per share
(or having a conversion price per share) less than the Current
Market Price (as defined in Section 12.4(g)) on the Record Date
fixed for the determination of stockholders entitled to receive
such rights or warrants, the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying the
Conversion Price in effect at the opening of business on the date
after such Record Date by a fraction:

                (i)  the numerator of which shall be the number of shares of
          Common Stock outstanding at the close of business on the Record
          Date plus the number of shares which the aggregate offering price
          of the total number of shares so offered for subscription or
          purchase (or the aggregate conversion price of the convertible
          securities so offered) would purchase at such Current Market
          Price, and

(ii) the denominator of which shall be the number of shares of
Common Stock outstanding on the close of business on the Record
Date plus the

<PAGE>

total number of additional shares of Common Stock
so offered for subscription or purchase (or into which the
convertible securities so offered are convertible).

Such adjustment shall become effective immediately after the
opening of business on the day following the Record Date fixed
for determination of stockholders entitled to receive such rights
or warrants.  To the extent that shares of Common Stock (or
securities convertible into Common Stock) are not delivered
pursuant to such rights or warrants, upon the expiration or
termination of such rights or warrants the Conversion Price shall
be readjusted to the Conversion Price which would then be in
effect had the adjustments made upon the issuance of such rights
or warrants been made on the basis of the delivery of only the
number of shares of Common Stock (or securities convertible into
Common Stock) actually delivered.  In the event that such rights
or warrants are not so issued, the Conversion Price shall again
be adjusted to be the Conversion Price which would then be in
effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed.
In determining whether any rights or warrants entitle the holders
to subscribe for or purchase shares of Common Stock at less than
such Current Market Price, and in determining the aggregate
offering price of such shares of Common Stock, there shall be
taken into account any consideration received for such rights or
warrants, the value of such consideration if other than cash, to
be determined by the Board of Directors.

     (d)  In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock shares of any class
of capital stock of the Company (other than any dividends or
distributions to which Section 12.4(a) applies) or evidences of
its indebtedness, cash or other assets, including securities, but
excluding (1) any rights or warrants referred to in Section
12.4(c), (2) any stock, securities or other property or assets
(including cash) distributed in connection with a
reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance to which Section 12.11
hereof applies and (3) dividends and distributions paid
exclusively in cash (the securities described in foregoing
clauses (1), (2) and (3) hereinafter in this Section 12.4(d)
called the "securities"), then, in each such case, subject to the
second succeeding paragraph of this Section 12.4(d), the
Conversion Price shall be reduced so that the same shall be equal
to the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on the Record
Date (as defined in Section 12.4(g)) with respect to such
distribution by a fraction:

                (i)  the numerator of which shall be the Current Market Price
          (determined as provided in Section 12.4(g)) on such date less the
          fair market value (as determined by the Board of Directors, whose
          determination shall be conclusive and set forth in a Board
          Resolution) on such date of the portion of the shares of capital
          stock, evidences of indebtedness, cash or other assets, including
          securities, so distributed applicable to one share of Common
          Stock (determined on the basis of the number of shares of the
          Common Stock outstanding on the Record Date), and

(ii) the denominator of which shall be such Current Market Price
on such date.

<PAGE>

Such reduction shall become effective immediately prior to the
opening of business on the day following the Record Date.
However, in the event that the then fair market value (as so
determined) of the portion of the securities so distributed
applicable to one share of Common Stock is equal to or greater
than the Current Market Price on the Record Date, in lieu of the
foregoing adjustment, adequate provision shall be made so that
each Holder shall have the right to receive upon conversion of a
Security (or any portion thereof) the amount of shares of capital
stock, evidences of indebtedness, cash or other assets, including
securities, such Holder would have received had such Holder
converted such Security (or portion thereof) immediately prior to
such Record Date.  In the event that such dividend or
distribution is not so paid or made, the Conversion Price shall
again be adjusted to be the Conversion Price which would then be
in effect if such dividend or distribution had not been declared.

     If the Board of Directors determines the fair market value
of any distribution for purposes of this Section 12.4(d) by
reference to the actual or when issued trading market for any
securities comprising all or part of such distribution, it must
in doing so consider the prices in such market over the same
period (the "Reference Period") used in computing the Current
Market Price pursuant to Section 12.4(g) to the extent possible,
unless the Board of Directors in a Board Resolution determines in
good faith that determining the fair market value during the
Reference Period would not be in the best interest of the Holder.

     Rights or warrants distributed by the Company to all holders
of Common Stock entitling the holders thereof to subscribe for or
purchase shares of the Company's capital stock (either initially
or under certain circumstances), which rights or warrants, until
the occurrence of a specified event or events ("Trigger Event"):

           (i)  are deemed to be transferred with such shares of Common
     Stock;

(ii) are not exercisable; and

(iii)     are also issued in respect of future issuances of
Common Stock,

shall be deemed not to have been distributed for purposes of this
Section 12.4(d) (and no adjustment to the Conversion Price under
this Section 12.4(d) will be required) until the occurrence of
the earliest Trigger Event.  If such right or warrant is subject
to subsequent events, upon the occurrence of which such right or
warrant shall become exercisable to purchase different
securities, evidences of indebtedness or other assets or entitle
the holder to purchase a different number or amount of the
foregoing or to purchase any of the foregoing at a different
purchase price, then the occurrence of each such event shall be
deemed to be the date of issuance and record date with respect to
a new right or warrant (and a termination or expiration of the
existing right or warrant without exercise by the holder
thereof).  In addition, in the event of any distribution (or
deemed distribution) of rights or warrants, or any Trigger Event
or other event (of the type described in the preceding sentence)
with respect thereto, that resulted in an adjustment to the
Conversion Price under this Section 12.4(d):

               (1)  in the case of any such rights or warrants which shall all
          have been redeemed or repurchased without exercise by any holders
          thereof, the Conversion Price shall be readjusted upon such final
          redemption or repurchase to give effect

<PAGE>

          to such distribution or
          Trigger Event, as the case may be, as though it were a cash
          distribution, equal to the per share redemption or repurchase
          price received by a holder of Common Stock with respect to such
          rights or warrant (assuming such holder had retained such rights
          or warrants), made to all holders of Common Stock as of the date
          of such redemption or repurchase, and

(2)  in the case of such rights or warrants all of which shall
have expired or been terminated without exercise, the Conversion
Price shall be readjusted as if such rights and warrants had
never been issued.

     For purposes of this Section 12.4(d) and Sections 12.4(a),
12.4(b) and 12.4(c), any dividend or distribution to which this
Section 12.4(d) is applicable that also includes shares of Common
Stock, a subdivision or combination of Common Stock to which
Section 12.4(b) applies, or rights or warrants to subscribe for
or purchase shares of Common Stock to which Section 12.4(c)
applies (or any combination thereof), shall be deemed instead to
be:

               (1)  a dividend or distribution of the evidences of indebtedness,
     assets, shares of capital stock, rights or warrants other than
     such shares of Common Stock, such subdivision or combination or
     such rights or warrants to which Sections 12.4(a), 12.4(b) and
     12.4(c) apply, respectively (and any Conversion Price reduction
     required by this Section 12.4(d) with respect to such dividend or
     distribution shall then be made), immediately followed by

(2)  a dividend or distribution of such shares of Common Stock,
such subdivision or combination or such rights or warrants (and
any further Conversion Price reduction required by Sections
12.4(a), 12.4(b) and 12.4(c) with respect to such dividend or
distribution shall then be made), except:

                  (A)  the Record Date of such dividend or distribution shall be
          substituted as (x) "the date fixed for the determination of
          stockholders entitled to receive such dividend or other
          distribution", "Record Date fixed for such determination" and
          "Record Date" within the meaning of Section 12.4(a), (y) "the day
          upon which such subdivision becomes effective" and "the day upon
          which such combination becomes effective" within the meaning of
          Section 12.4(b), and (z) as "the Record Date fixed for the
          determination of stockholders entitled to receive such rights or
          warrants," such "Record Date," "the Record Date fixed for the
          determination of stockholders entitled to receive such rights or
          warrants" and "such dated fixed for the determination of
          stockholders entitled to receive such rights or warrants" within
          the meaning of Section 12.4(c), and

(B)  any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of
business on the Record Date fixed for such determination" within
the meaning of Section 12.4(a) and any reduction or increase in
the number of shares of Common Stock resulting from such
subdivision or combination shall be disregarded in connection
with such dividend or distribution..

<PAGE>

     (e)  In case the Company shall, by dividend or otherwise,
distribute to all holders of its Common Stock cash (excluding any
cash that is distributed upon a reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or
conveyance to which Section 12.11 hereof applies or as part of a
distribution referred to in Section 12.4(d) hereof), in an
aggregate amount that, combined together with:

               (1)  the aggregate amount of any other such distributions to all
          holders of Common Stock made exclusively in cash within the 12
          months preceding the date of payment of such distribution, and in
          respect of which no adjustment pursuant to this Section 12.4(e)
          has been made, and

(2)  the aggregate of any cash plus the fair market value (as
determined by the Board of Directors, whose determination shall
be conclusive and set forth in a Board Resolution), as of the
expiration of the tender or exchange offer referred to below, of
consideration payable in respect of any tender or exchange offer
by the Company or any of its subsidiaries for all or any portion
of the Common Stock concluded within the 12 months preceding the
date of such distribution, and in respect of which no adjustment
pursuant to Section 12.4(f) hereof has been made,

exceeds 10% of the product of the Current Market Price
(determined as provided in Section 12.4(g)) on the Record Date
with respect to such distribution times the number of shares of
Common Stock outstanding on such date, then and in each such
case, immediately after the close of business on such date, the
Conversion Price shall be reduced so that the same shall equal
the price determined by multiplying the Conversion Price in
effect immediately prior to the close of business on such Record
Date by a fraction:

           (i)  the numerator of which shall be equal to the Current Market
     Price on the Record Date less an amount equal to the quotient of
     (x) the excess of such combined amount over such 10% and (y) the
     number of shares of Common Stock outstanding on the Record Date,
     and

(ii) the denominator of which shall be equal to the Current
Market Price on such date.

In the event that such dividend or distribution is not so paid or
made, the Conversion Price shall again be adjusted to be the
Conversion Price which would then be in effect if such dividend
or distribution had not been declared.

     (f)  In case a tender or exchange offer made by the Company or
any of its subsidiaries for all or any portion of the Common
Stock shall expire and such tender or exchange offer (as amended
upon the expiration thereof) shall require the payment to
stockholders (based on the acceptance (up to any maximum
specified in the terms of the tender or exchange offer) of
Purchased Shares (as defined below)) of an aggregate
consideration having a fair market value (as determined by the
Board of Directors, whose determination shall be conclusive and
set forth in a Board Resolution) that combined together with:

<PAGE>

               (1)  the aggregate of the cash plus the fair market value (as
          determined by the Board of Directors, whose determination shall
          be conclusive and set forth in a Board Resolution), as of the
          expiration of the other tender or exchange offer referred to
          below, of consideration payable in respect of any other tender or
          exchange offers by the Company or any of its subsidiaries for all
          or any portion of the Common Stock expiring within the preceding
          12 months and in respect of which no adjustment pursuant to this
          Section 12.4(f) has been made, and

(2)  the aggregate amount of any distributions to all holders of
the Company's Common Stock made exclusively in cash within the
preceding 12 months and in respect of which no adjustment
pursuant to Section 12.4(e) has been made, exceeds 10% of the
product of the Current Market Price (determined as provided in
Section 12.4(g)) as of the last time (the "Expiration Time")
tenders could have been made pursuant to such tender or exchange
offer (as it may be amended) times the number of shares of Common
Stock outstanding (including any tendered or exchanged shares) on
the Expiration Time, then, and in each such case, immediately
prior to the opening of business on the day after the date of the
Expiration Time, the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to close of business
on the date of the Expiration Time by a fraction:

                (i)  the numerator of which shall be (x) the number of shares of
          Common Stock outstanding (including any tendered or exchanged
          shares) at the Expiration Time multiplied by the Current Market
          Price of the Common Stock on the Trading Day next succeeding the
          Expiration Time minus (y) the fair market value (determined as
          aforesaid) of the aggregate consideration payable to stockholders
          based on the acceptance (up to any maximum specified in the terms
          of the tender or exchange offer) of all shares validly tendered
          or exchanged and not withdrawn as of the Expiration Time (the
          shares deemed so accepted, up to any such maximum, being referred
          to as the "Purchased Shares"), and

(ii) the denominator shall be the product of the number of shares
of Common Stock outstanding (less any Purchased Shares) on the
Expiration Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time.

Such reduction (if any) shall become effective immediately prior
to the opening of business on the day following the Expiration
Time.  In the event that the Company is obligated to purchase
shares pursuant to any such tender offer, but the Company is
permanently prevented by applicable law from effecting any such
purchases or all such purchases are rescinded, the Conversion
Price shall again be adjusted to be the Conversion Price which
would then be in effect if such tender or exchange offer had not
been made.  If the application of this Section 12.4(f) to any
tender or exchange offer would result in an increase in the
Conversion Price, no adjustment shall be made for such tender or
exchange offer under this Section 12.4(f).

<PAGE>

     (g)  For purposes of this Section 12.4, the following terms shall
have the meanings indicated:

               (1)  "Current Market Price" shall mean the average of the daily
          Closing Prices per share of Common Stock for the ten consecutive
          Trading Days immediately prior to the date in question; provided,
          however, that if:

                     (i)  the "ex" date (as hereinafter defined) for any event
               (other than the issuance or distribution requiring such
               computation) that requires an adjustment to the Conversion Price
               pursuant to Section 12.4(a), (b), (c), (d), (e) or (f) occurs
               during such ten consecutive Trading Days, the Closing Price for
               each Trading Day prior to the "ex" date for such other event
               shall be adjusted by multiplying such Closing Price by the same
               fraction by which the Conversion Price is so required to be
               adjusted as a result of such other event;

(ii) the "ex" date for any event (other than the issuance or
distribution requiring such computation) that requires an
adjustment to the Conversion Price pursuant to Section 12.4(a),
(b), (c), (d), (e) or (f) occurs on or after the "ex" date for
the issuance or distribution requiring such computation and prior
to the day in question, the Closing Price for each Trading Day on
and after the "ex" date for such other event shall be adjusted by
multiplying such Closing Price by the reciprocal of the fraction
by which the Conversion Price is so required to be adjusted as a
result of such other event; and

(iii)     the "ex" date for the issuance or distribution
requiring such computation is prior to the day in question, after
taking into account any adjustment required pursuant to clause
(i) or (ii) of this proviso, the Closing Price for each Trading
Day on or after such "ex" date shall be adjusted by adding
thereto the amount of any cash and the fair market value (as
determined by the Board of Directors in a manner consistent with
any determination of such value for purposes of Section 12.4(d)
or (f), whose determination shall be conclusive and set forth in
a Board Resolution) of the evidences of indebtedness, shares of
capital stock or assets being distributed applicable to one share
of Common Stock as of the close of business on the day before
such "ex" date.

For purposes of any computation under Section 12.4(f), the
Current Market Price of the Common Stock on any date shall be
deemed to be the average of the daily Closing Prices per share of
Common Stock for such day and the next two succeeding Trading
Days; provided, however, that if the "ex" date for any event
(other than the tender offer requiring such computation) that
requires an adjustment to the Conversion Price pursuant to
Section 12.4(a), (b), (c), (d), (e) or (f) occurs on or after the
Expiration Time for the tender or exchange offer requiring such
computation and prior to the day in question, the Closing Price
for each Trading Day on and after the "ex" date for such other
event shall be adjusted by multiplying such Closing Price by the

<PAGE>

reciprocal of the fraction by which the Conversion Price is so
required to be adjusted as a result of such other event.  For
purposes of this paragraph, the term "ex" date, when used:

               (A)  with respect to any issuance or distribution, means the
          first date on which the Common Stock trades regular way on the
          relevant exchange or in the relevant market from which the
          Closing Price was obtained without the right to receive such
          issuance or distribution;

(B)  with respect to any subdivision or combination of shares of
Common Stock, means the first date on which the Common Stock
trades regular way on such exchange or in such market after the
time at which such subdivision or combination becomes effective,
and

(C)  with respect to any tender or exchange offer, means the
first date on which the Common Stock trades regular way on such
exchange or in such market after the Expiration Time of such
offer.

     Notwithstanding the foregoing, whenever successive
     adjustments to the Conversion Price are called for pursuant
     to this Section 12.4, such adjustments shall be made to the
     Current Market Price as may be necessary or appropriate to
     effectuate the intent of this Section 12.4 and to avoid
     unjust or inequitable results as determined in good faith by
     the Board of Directors.

               (2)  "fair market value" shall mean the amount which a willing
          buyer would pay a willing seller in an arm's length transaction.

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

     (h)  The Company may make such reductions in the Conversion
Price, in addition to those required by Section 12.4(a), (b),
(c), (d), (e) or (f), as the Board of Directors considers to be
advisable to avoid or diminish any income tax to holders of
Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

     To the extent permitted by applicable law, the Company from
time to time may reduce the Conversion Price by any amount for
any period of time if the period is at least 20 days and the
reduction is irrevocable during the period and the Board of
Directors determines in good faith that such reduction would be
in the best interests of the Company, which determination shall
be conclusive and set forth in a Board Resolution. Whenever the
Conversion Price is reduced pursuant to the preceding sentence,
the Company shall mail to the Trustee and each Holder at the
address of such Holder as it appears in the Register a notice of
the reduction at least 15 days

<PAGE>

prior to the date the reduced Conversion Price takes effect, and such
notice shall state the reduced Conversion Price and the period during which
it will be in effect.

     (i)  No adjustment in the Conversion Price shall be required
unless such adjustment would require an increase or decrease of
at least 1% in such price; provided, however, that any
adjustments which by reason of this Section 12.4(i) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under
this Article 12 shall be made by the Company and shall be made to
the nearest cent or to the nearest one hundredth of a share, as
the case may be.  No adjustment need be made for a change in the
par value or no par value of the Common Stock.

(j)  In any case in which this Section 12.4 provides that an
adjustment shall become effective immediately after a Record Date
for an event, the Company may defer until the occurrence of such
event (i) issuing to the Holder of any Security converted after
such Record Date and before the occurrence of such event the
additional shares of Common Stock issuable upon such conversion
by reason of the adjustment required by such event over and above
the Common Stock issuable upon such conversion before giving
effect to such adjustment and (ii) paying to such holder any
amount in cash in lieu of any fraction pursuant to Section 12.3
hereof.

(k)  For purposes of this Section 12.4, the number of shares of
Common Stock at any time outstanding shall not include shares
held in the treasury of the Company but shall include shares
issuable in respect of scrip certificates issued in lieu of
fractions of shares of Common Stock.  The Company will not pay
any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.

(l)  If the distribution date for the rights provided in the
Company's rights agreement, if any, occurs prior to the date a
Security is converted, the Holder of the Security who converts
such Security after the distribution date is not entitled to
receive the rights that would otherwise be attached (but for the
date of conversion) to the shares of Common Stock received upon
such conversion; provided, however, that an adjustment shall be
made to the Conversion Price pursuant to clause 12.4(b) as if the
rights were being distributed to the common stockholders of the
Company immediately prior to such conversion.  If such an
adjustment is made and the rights are later redeemed, invalidated
or terminated, then a corresponding reversing adjustment shall be
made to the Conversion Price, on an equitable basis, to take
account of such event.

     Section 12.5   Notice of Adjustments of Conversion Price.

     Whenever the Conversion Price is adjusted as herein provided
(other than in the case of an adjustment pursuant to the second
paragraph of Section 12.4(h) for which the notice required by
such paragraph has been provided), the Company shall promptly
file with the Trustee and any Conversion Agent other than the
Trustee an Officers' Certificate setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon
which such adjustment is based.  Promptly after delivery of such
Officers' Certificate, the Company shall prepare a notice stating
that the Conversion Price has been adjusted and setting forth the
adjusted Conversion Price and the date on which each adjustment
becomes effective, and shall mail such notice to each Holder at
the address of such Holder as it appears in the Register within
20 days of the

<PAGE>

effective date of such adjustment.  Failure to deliver such notice shall
not effect the legality or validity of any such adjustment.

     Section 12.6   Notice Prior to Certain Actions.

     In case at any time after the date hereof:

               (1)  the Company shall declare a dividend (or any other
     distribution) on its Common Stock payable otherwise than in cash
     out of its capital surplus or its consolidated retained earnings;

(2)  the Company shall authorize the granting to the holders of
its Common Stock of rights or warrants to subscribe for or
purchase any shares of capital stock of any class (or of
securities convertible into shares of capital stock of any class)
or of any other rights;

(3)  there shall occur any reclassification of the Common Stock
of the Company (other than a subdivision or combination of its
outstanding Common Stock, a change in par value, a change from
par value to no par value or a change from no par value to par
value), or any merger, consolidation, statutory share exchange or
combination to which the Company is a party and for which
approval of any shareholders of the Company is required, or the
sale, transfer or conveyance of all or substantially all of the
assets of the Company; or

(4)  there shall occur the voluntary or involuntary dissolution,
liquidation or winding up of the Company;

the Company shall cause to be filed at each office or agency
maintained for the purpose of conversion of securities pursuant
to Section 9.2 hereof, and shall cause to be provided to the
Trustee and all Holders in accordance with Section 14.2 hereof,
at least 20 days (or 10 days in any case specified in clause (1)
or (2) above) prior to the applicable record or effective date
hereinafter specified, a notice stating:

                    (A)  the date on which a record is to be taken for the
          purpose of such dividend, distribution, rights or warrants, or, if
          a record is not to be taken, the date as of which the holders of
          Common Stock of record to be entitled to such dividend, distribution,
          rights or warrants are to be determined, or

(B)  the date on which such reclassification, merger,
consolidation, statutory share exchange, combination, sale,
transfer, conveyance, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is
expected that holders of Common Stock of record shall be entitled
to exchange their shares of Common Stock for securities, cash or
other property deliverable upon such reclassification, merger,
consolidation, statutory share exchange, sale, transfer,
dissolution, liquidation or winding up.

     Neither the failure to give such notice nor any defect
therein shall affect the legality or validity of the proceedings
or actions described in clauses (1) through (4) of this Section
12.6.

<PAGE>

     Section 12.7   Company to Reserve Common Stock.

     The Company shall at all times use its best efforts to
reserve and keep available, free from preemptive rights, out of
its authorized but unissued Common Stock, for the purpose of
effecting the conversion of Securities, the full number of shares
of fully paid and nonassessable Common Stock then issuable upon
the conversion of all Outstanding Securities.

     Section 12.8   Taxes on Conversions.

     Except as provided in the next sentence, the Company will
pay any and all taxes (other than taxes on income) and duties
that may be payable in respect of the issue or delivery of shares
of Common Stock on conversion of Securities pursuant hereto.  A
Holder delivering a Security for conversion shall be liable for
and will be required to pay any tax or duty which may be payable
in respect of any transfer involved in the issue and delivery of
shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or
delivery shall be made unless the Person requesting such issue
has paid to the Company the amount of any such tax or duty, or
has established to the satisfaction of the Company that such tax
or duty has been paid.

     Section 12.9   Covenant as to Common Stock.

     The Company covenants that all shares of Common Stock which
may be issued upon conversion of Securities will upon issue be
fully paid and nonassessable and, except as provided in Section
12.8, the Company will pay all taxes, liens and charges with
respect to the issue thereof.

     Section 12.10  Cancellation of Converted Securities.

     All Securities delivered for conversion shall be delivered
to the Trustee to be canceled by or at the direction of the
Trustee, which shall dispose of the same as provided in Section
2.9.

     Section 12.11  Effect of Recapitalization, Reclassification,
Consolidation, Merger or Sale.

     If any of following events occur, namely:

                    (i)  any recapitalization, reclassification or change of the
          outstanding shares of Common Stock (other than a change in par
          value, or from par value to no par value, or from no par value to
          par value, or as a result of a subdivision or combination),

(ii) any merger, consolidation, statutory share exchange or
combination of the Company with another corporation as a result
of which holders of Common Stock shall be entitled to receive
stock, securities or other property or assets (including cash)
with respect to or in exchange for such Common Stock or

<PAGE>

(iii)     any sale, conveyance or lease of the properties and
assets of the Company as, or substantially as, an entirety to any
other corporation as a result of which holders of Common Stock
shall be entitled to receive stock, securities or other property
or assets (including cash) with respect to or in exchange for
such Common Stock,

the Company or the successor or purchasing corporation, as the
case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the TIA as in force at the
date of execution of such supplemental indenture if such
supplemental indenture is then required to so comply) providing
that each Security shall be convertible into the kind and amount
of shares of stock and other securities or property or assets
(including cash) which such Holder would have been entitled to
receive upon such recapitalization, reclassification, change,
merger, consolidation, statutory share exchange, combination,
sale or conveyance had such Securities been converted into Common
Stock immediately prior to such recapitalization,
reclassification, change, merger, consolidation, statutory share
exchange, combination, sale or conveyance assuming such holder of
Common Stock did not exercise its rights of election, if any, as
to the kind or amount of securities, cash or other property
receivable upon such recapitalization, reclassification, change,
merger, consolidation, statutory share exchange, combination,
sale or conveyance (provided that, if the kind or amount of
securities, cash or other property receivable upon such
recapitalization, reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or
conveyance is not the same for each share of Common Stock in
respect of which such rights of election shall not have been
exercised ("Non-Electing Share"), then for the purposes of this
Section 12.11 the kind and amount of securities, cash or other
property receivable upon such recapitalization, reclassification,
change, merger, consolidation, statutory share exchange,
combination, sale or conveyance for each Non-Electing Share shall
be deemed to be the kind and amount so receivable per share by a
plurality of the Non-Electing Shares).  Such supplemental
indenture shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for
in this Article 12.  If, in the case of any such
recapitalization, reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or
conveyance, the stock or other securities and assets receivable
thereupon by a holder of shares of Common Stock includes shares
of stock or other securities and assets of a corporation other
than the successor or purchasing corporation, as the case may be,
in such recapitalization, reclassification, change, merger,
consolidation, statutory share exchange, combination, sale or
conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such
additional provisions to protect the interests of the Holders of
the Securities as the Board of Directors shall reasonably
consider necessary by reason of the foregoing, including to the
extent practicable the provisions providing for the Repurchase
Rights set forth in Article 11 hereof.

     The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each Holder, at the
address of such Holder as it appears on the Register, within 20
days after execution thereof.  Failure to deliver such notice
shall not affect the legality or validity of such supplemental
indenture.

     The above provisions of this Section shall similarly apply
to successive recapitalizations, reclassifications, mergers,
consolidations, statutory share exchanges, combinations, sales
and conveyances.

<PAGE>

     If this Section 12.11 applies to any event or occurrence,
Section 12.4 hereof shall not apply.

     Section 12.12  Responsibility of Trustee for Conversion
Provisions.

     The Trustee, subject to the provisions of Section 5.1
hereof, and any Conversion Agent shall not at any time be under
any duty or responsibility to any Holder of Securities to
determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature
or intent of any such adjustments when made, or with respect to
the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same.  Neither the
Trustee, subject to the provisions of Section 5.1 hereof, nor any
Conversion Agent shall be accountable with respect to the
validity or value (of the kind or amount) of any Common Stock, or
of any other securities or property, which may at any time be
issued or delivered upon the conversion of any Security; and it
or they do not make any representation with respect thereto.
Neither the Trustee, subject to the provisions of Section 5.1
hereof, nor any Conversion Agent shall be responsible for any
failure of the Company to make any cash payment or to issue,
transfer or deliver any shares of stock or share certificates or
other securities or property upon the surrender of any Security
for the purpose of conversion; and the Trustee, subject to the
provisions of Section 5.1 hereof, and any Conversion Agent shall
not be responsible or liable for any failure of the Company to
comply with any of the covenants of the Company contained in this
Article.

<PAGE>

                           ARTICLE 13

                          SUBORDINATION

     Section 13.1   Securities Subordinated to Senior Debt.

     The Company covenants and agrees, and each Holder of
Securities, by such Holder's acceptance thereof, likewise
covenants and agrees, that the Indebtedness represented by the
Securities and the payment of the principal of and premium, if
any, and interest (including Liquidated Damages, if any) on each
and all of the Securities is hereby expressly subordinated and
junior, to the extent and in the manner set forth and as set
forth in this Section 13.1, in right of payment to the prior
payment in full of all Senior Debt.

     (a)  In the event of any distribution of assets of the Company
upon any dissolution, winding up, liquidation or reorganization
of the Company, whether in bankruptcy, insolvency, reorganization
or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and
liabilities of the Company or otherwise, the holders of all
Senior Debt shall first be entitled to receive payment of the
full amount due thereon in respect of all such Senior Debt and
all other amounts due or provision shall be made for such amount
in cash, or other payments satisfactory to the holders of Senior
Debt, before the Holders of any of the Securities are entitled to
receive any payment or distribution of any character, whether in
cash, securities or other property, on account of the principal
of or premium, if any, or interest (including Liquidated Damages,
if any) on the Securities.

(b)  In the event of any acceleration of Maturity of the
Securities because of an Event of Default, unless the full amount
due in respect of all Senior Debt is paid in cash or other form
of payment satisfactory to the holders of Senior Debt, no payment
shall be made by the Company with respect to the principal of,
premium, if any, or interest (including Liquidated Damages, if
any) on the Securities or to acquire any of the Securities
(including any redemption, conversion or cash repurchase pursuant
to the exercise of the Repurchase Right), and the Company shall
give prompt written notice of such acceleration to such holders
of Senior Debt.

(c)  In the event of and during the continuance of any default in
payment of the principal of or premium, if any, or interest on,
rent or other payment obligation in respect of, any Senior Debt,
unless all such payments due in respect of such Senior Debt have
been paid in full in cash or other payments satisfactory to the
holders of Senior Debt, no payment shall be made by the Company
with respect to the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Securities or to
acquire any of the Securities (including any redemption,
conversion or cash repurchase pursuant to the exercise of the
Repurchase Right).    The Company shall give prompt written
notice to the Trustee of any default under any Senior Debt or
under any agreement pursuant to which Senior Debt may have been
issued.

(d)  During the continuance of any event of default with respect
to any Designated Senior Debt, as such event of default is
defined under any such Designated Senior Debt or in any agreement
pursuant to which any Designated Senior Debt has been issued
(other than a default in payment of the principal of or premium,
if any, or interest on, rent or other payment obligation in
respect of any Designated Senior Debt), permitting the holder or
holders of such Designated

<PAGE>

Senior Debt to accelerate the maturity
thereof (or in the case of any lease, permitting the landlord
either to terminate the lease or to require the Company to make
an irrevocable offer to terminate the lease following an event of
default thereunder), no payment shall be made by the Company,
directly or indirectly, with respect to principal of, premium, if
any, or interest (including Liquidated Damages, if any) on the
Securities for 179 days following notice in writing (a "Payment
Blockage Notice") to the Company, from any holder or holders of
such Designated Senior Debt or their representative or
representatives or the trustee or trustees under any indenture or
under which any instrument evidencing any such Designated Senior
Debt may have been issued, that such an event of default has
occurred and is continuing, unless such event of default has been
cured or waived or such Designated Senior Debt has been paid in
full in cash or other payment satisfactory to the holders of such
Designated Senior Debt; provided, however, if the maturity of
such Designated Senior Debt is accelerated (or in the case of any
lease, as a result of such event of default, the landlord under
the lease has given the Company notice of its intention to
terminate the lease or to require the Company to make an
irrevocable offer to terminate the lease following an event of
default thereunder), no payment may be made on the Securities
until such Designated Senior Debt has been paid in full in cash
or other payment satisfactory to the holders of such Designated
Senior Debt or such acceleration (or termination, in the case of
a lease) has been cured or waived.

     For purposes of this Section 13.1(d), such Payment Blockage
Notice shall be deemed to include notice of all other events of
default under such indenture or instrument which are continuing
at the time of the event of default specified in such Payment
Blockage Notice.  The provisions of this Section 13.1(d) shall
apply only to one such Payment Blockage Notice given in any
period of 365 days with respect to any issue of Designated Senior
Debt, and no such continuing event of default that existed or was
continuing on the date of delivery of any Payment Blockage Notice
shall be, or shall be made, the basis for a subsequent Payment
Blockage Notice.

     (e)  In the event that, notwithstanding the foregoing provisions
of Sections 13.1(a), 13.1(b), 13.1(c) and 13.1(d), any payment on
account of principal, premium, if any, or interest (including
Liquidated Damages, if any) on the Securities shall be made by or
on behalf of the Company and received by the Trustee, by any
Holder or by any Paying Agent (or, if the Company is acting as
its own Paying Agent, money for any such payment shall be
segregated and held in trust):

               (i)  after the occurrence of an event specified in Section
     13.1(a) or 13.1(b), then, unless all Senior Debt is paid in full
     in cash, or provision shall be made therefor,

(ii) after the happening of an event of default of the type
specified in Section 13.1(c) above, then, unless the amount of
such Senior Debt then due shall have been paid in full, or
provision made therefor or such event of default shall have been
cured or waived, or

(iii)     after the happening of an event of default of the type
specified in Section 13.1(d) above and delivery of a Payment
Blockage Notice, then, unless such event of default shall have
been cured or waived or the 179-day period specified in Section
13.1(d) shall have expired,

<PAGE>

such payment (subject, in each case, to the provisions of Section
13.7 hereof) shall be held in trust for the benefit of, and shall
be immediately paid over to, the holders of Designated Senior
Debt (unless an event described in Section 13.1(a), (b) or (c)
has occurred, in which case the payment shall be held in trust
for the benefit of, and shall be immediately paid over to all
holders of Senior Debt) or their representative or
representatives or the trustee or trustees under any indenture
under which any instruments evidencing any of the Designated
Senior Debt or Senior Debt, as the case may be, may have been
issued, as their interests may appear.

     Section 13.2   Subrogation.

     Subject to the payment in full of all Senior Debt to which
the Indebtedness evidenced by the Securities is in the
circumstances subordinated as provided in Section 13.1 hereof,
the Holders of the Securities shall be subrogated to the rights
of the holders of such Senior Debt to receive payments or
distributions of cash, property or securities of the Company
applicable to such Senior Debt until all amounts owing on the
Securities shall be paid in full, and, as between the Company,
its creditors other than holders of such Senior Debt, and the
Holders of the Securities, no such payment or distribution made
to the holders of Senior Debt by virtue of this Article which
otherwise would have been made to the holders of the Securities
shall be deemed to be a payment by the Company on account of such
Senior Debt, provided that the provisions of this Article are and
are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the
holders of Senior Debt, on the other hand.

     Section 13.3   Obligation of the Company Is Absolute and
Unconditional.

     Nothing contained in this Article or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as
between the Company, its creditors other than the holders of
Senior Debt, and the Holders of the Securities, the obligation of
the Company, which is absolute and unconditional, to pay to the
Holders of the Securities the principal of and premium, if any,
and interest (including Liquidated Damages, if any) on the
Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect
the relative rights of the Holders of the Securities and
creditors of the Company other than the holders of Senior Debt,
nor shall anything contained herein or therein prevent the
Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article
of the holders of Senior Debt in respect of cash, property or
securities of the Company received upon the exercise of any such
remedy.

     Section 13.4   Maturity of or Default on Senior Debt.

     Upon the maturity of any Senior Debt by lapse of time,
acceleration or otherwise, all principal of or premium, if any,
or interest on, rent or other payment obligations in respect of
all such matured Senior Debt shall first be paid in full, or such
payment shall have been duly provided for, before any payment on
account of principal, or premium, if any, or interest (including
Liquidated Damages, if any) is made upon the Securities.

<PAGE>

     Section 13.5   Payments on Securities Permitted.

     Except as expressly provided in this Article, nothing
contained in this Article shall affect the obligation of the
Company to make, or prevent the Company from making, payments of
the principal of, or premium, if any, or interest (including
Liquidated Damages, if any) on the Securities in accordance with
the provisions hereof and thereof, or shall prevent the Trustee
or any Paying Agent from applying any moneys deposited with it
hereunder to the payment of the principal of, or premium, if any,
or interest (including Liquidated Damages, if any) on the
Securities.

     Section 13.6   Effectuation of Subordination by Trustee.

     Each Holder of Securities, by such Holder's acceptance
thereof, authorizes and directs the Trustee on such Holder's
behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article and
appoints the Trustee such Holder's attorney-in-fact for any and
all such purposes.

     Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee and the Holders of the
Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which any such
dissolution, winding up, liquidation or reorganization proceeding
affecting the affairs of the Company is pending or upon a
certificate of the trustee in bankruptcy, receiver, assignee for
the benefit of creditors, liquidating trustee or agent or other
Person making any payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment
or distribution, and as to other facts pertinent to the right of
such Persons under this Article, and if such evidence is not
furnished, the Trustee may defer any payment to such Persons
pending judicial determination as to the right of such Persons to
receive such payment.

     Section 13.7   Knowledge of Trustee.

     Notwithstanding the provision of this Article or any other
provisions of this Indenture, the Trustee shall not be charged
with knowledge of the existence of any Senior Debt, of any
default in payment of principal of, premium, if any, or interest
on, rent or other payment obligation in respect of any Senior
Debt, or of any facts which would prohibit the making of any
payment of moneys to or by the Trustee, or the taking of any
other action by the Trustee, unless a Responsible Officer of the
Trustee having responsibility for the administration of the trust
established by this Indenture shall have received written notice
thereof from the Company, any Holder of Securities, any Paying or
Conversion Agent of the Company or the holder or representative
of any class of Senior Debt, and, prior to the receipt of any
such written notice, the Trustee shall be entitled in all
respects to assume that no such default or facts exist; provided,
however, that unless on the third Business Day prior to the date
upon which by the terms hereof any such moneys may become payable
for any purpose the Trustee shall have received the notice
provided for in this Section 13.7, then, anything herein
contained to the contrary notwithstanding, the Trustee shall have
full power and authority to receive such moneys and apply the
same to the purpose for which they were received, and shall not
be affected by any notice to the contrary which may be received
by it on or after such date.

<PAGE>

     Section 13.8   Trustee's Relation to Senior Debt.

     The Trustee shall be entitled to all the rights set forth in
this Article with respect to any Senior Debt at the time held by
it, to the same extent as any other holder of Senior Debt and
nothing in this Indenture shall deprive the Trustee of any of its
rights as such holder.

     Nothing contained in this Article shall apply to claims of
or payments to the Trustee under or pursuant to Section 5.8
hereof.

     With respect to the holders of Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Article,
and no implied covenants or obligations with respect to the
holders of Senior Debt shall be read into this Indenture against
the Trustee.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and the Trustee
shall not be liable to any holder of Senior Debt if it shall pay
over or deliver to Holders, the Company or any other Person
moneys or assets to which any holder of Senior Debt shall be
entitled by virtue of this Article or otherwise.

     Section 13.9   Rights of Holders of Senior Debt Not Impaired.

     No right of any present or future holder of any Senior Debt
to enforce the subordination herein shall at any time or in any
way be prejudiced or impaired by any act or failure to act on the
part of the Company or by any noncompliance by the Company with
the terms, provisions and covenants of this Indenture, regardless
of any knowledge thereof any such holder may have or be otherwise
charged with.

     Section 13.10  Modification of Terms of Senior Debt.

     Any renewal or extension of the time of payment of any
Senior Debt or the exercise by the holders of Senior Debt of any
of their rights under any instrument creating or evidencing
Senior Debt, including without limitation the waiver of default
thereunder, may be made or done all without notice to or assent
from the Holders of the Securities or the Trustee.

     No compromise, alteration, amendment, modification,
extension, renewal or other change of, or waiver, consent or
other action in respect of, any liability or obligation under or
in respect of, or of any of the terms, covenants or conditions of
any indenture or other instrument under which any Senior Debt is
outstanding or of such Senior Debt, whether or not such release
is in accordance with the provisions or any applicable document,
shall in any way alter or affect any of the provisions of this
Article or of the Securities relating to the subordination
thereof.

     Section 13.11  Certain Conversions Not Deemed Payment.

     For the purposes of this Article 13 only:

               (1)  the issuance and delivery of junior securities upon
          conversion of Securities in accordance with Article 12 hereof
          shall not be deemed to constitute a payment or distribution on
          account of the principal of, premium, if any, or interest
          (including Liquidated Damages, if any) on Securities or on
          account of the purchase or other acquisition of Securities, and

<PAGE>

(2)  the payment, issuance or delivery of cash (except in
satisfaction of fractional shares pursuant to Section 12.3
hereof), property or securities (other than junior securities)
upon conversion of a Security shall be deemed to constitute
payment on account of the principal of, premium, if any, or
interest (including Liquidated Damages, if any) on such Security.

For the purposes of this Section 13.11, the term "junior
securities" means:

          (a)  shares of any common stock of the Company or

(b)  other securities of the Company that are subordinated in
right of payment to all Senior Debt that may be outstanding at
the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article.

Nothing contained in this Article 13 or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as
among the Company, its creditors (other than holders of Senior
Debt) and the Holders of Securities, the right, which is absolute
and unconditional, of the Holder of any Security to convert such
Security in accordance with Article 12 hereof.

<PAGE>

                           ARTICLE 14

             OTHER PROVISIONS OF GENERAL APPLICATION

     Section 14.1   Trust Indenture Act Controls.

     This Indenture is subject to the provisions of the TIA which
are required to be part of this Indenture, and shall, to the
extent applicable, be governed by such provisions.

     Section 14.2   Notices.

     Any notice or communication to the Company or the Trustee is
duly given if in writing and delivered in person or mailed by
first-class mail to the address set forth below:

     (a)  if to the Company:

               CV Therapeutics, Inc.
               3172 Porter Drive
               Palo Alto, California 94304
               Attention: Louis G. Lange

          with a copy to:

               Cooley Godward LLP
               5 Palo Alto Square
               Palo Alto, CA 94306
               Attention:  Alan C. Mendelson

     (b)  if to the Trustee:

               Norwest Bank Minnesota,
               National Association
               Sixth & Marquette
               MAC N9303-120
               Minneapolis, MN 55479

               Attention:  Corporate Trust Service

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

     Any notice or communication to a Holder shall be mailed by
first-class mail to his address shown on the Register kept by the
Registrar.  Failure to mail a notice or communication to a Holder
or any defect in such notice or communication shall not affect
its sufficiency with respect to other Holders.

<PAGE>

     If a notice or communication is mailed or sent in the manner
provided above within the time prescribed, it is duly given as of
the date it is mailed, whether or not the addressee receives it,
except that notice to the Trustee shall only be effective upon
receipt thereof by the Trustee.

     If the Company mails a notice or communication to Holders,
it shall mail a copy to the Trustee at the same time.

     Section 14.3   Communication by Holders with Other Holders.

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

     Section 14.4   Acts of Holders of Securities.

     (a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be
given or taken by Holders of Securities may be embodied in and
evidenced by:

          (1)  one or more instruments of substantially similar
     tenor signed by such Holders in person or by agent or proxy
     duly appointed in writing;

          (2)  the record of Holders of Securities voting in
     favor thereof, either in person or by proxies duly appointed
     in writing, at any meeting of Holders of Securities duly
     called and held in accordance with the provisions of Article
     8; or

          (3)  a combination of such instruments and any such
     record.

Except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments or record or
both are delivered to the Trustee and, where it is hereby
expressly required, to the Company.  Such instrument or
instruments and record (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act"
of the Holders of Securities signing such instrument or
instruments and so voting at such meeting.  Proof of execution of
any such instrument or of a writing appointing any such agent or
proxy, or of the holding by any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to
Section 5.1 hereof) conclusive in favor of the Trustee and the
Company if made in the manner provided in this Section.  The
record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 8.6 hereof.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be provided in any manner which the
Trustee reasonably deems sufficient.

(c)  The principal amount and serial numbers of Securities held
by any Person, and the date of such Person holding the same,
shall be proved by the Register.

(d)  Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of the Holders 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

<PAGE>

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.

     Section 14.5   Certificate and Opinion as to Conditions
Precedent.

     In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person
may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such
Person may certify or give an opinion as to such matters in one
or several documents.

     Any certificate or opinion of an officer of the Company may
be based, insofar as it relates to legal matters, upon an Opinion
of Counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the Opinion of Counsel with
respect to the matters upon which such certificate or opinion is
based is erroneous.  Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or
representations by, an officer or officers of the Company stating
that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows, or in
the exercise of reasonable care should know, that the certificate
or representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements,
opinions or other instruments under this Indenture, they may, but
need not, be consolidated and form one instrument.

     Upon any application or request by the Company to the
Trustee to take any action under any provision of this Indenture,
the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent, if any, provided for in
this Indenture relating to the proposed action have been complied
with and an Opinion of Counsel stating that in the opinion of
such Counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or
request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating
to such particular application or request, no additional
certificate or opinion need be furnished.

     Section 14.6   Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with
a condition or covenant provided for in this Indenture shall
include:

               (1)  a statement that each individual signing such
     certificate or opinion on behalf of the Company has read
     such covenant or condition and the definitions herein
     relating thereto;

               (2)  a brief statement as to the nature and scope
     of the examination or investigation upon which the
     statements or opinions contained in such certificate or
     opinion are based;

<PAGE>

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

               (4)  a statement as to whether, in the opinion of
     each such individual, such condition or covenant has been
     complied with.

     Section 14.7   Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the
construction hereof.

     Section 14.8   Successors and Assigns.

     All covenants and agreements in this Indenture by the
Company shall bind its successors and assigns, whether so
expressed or not.

     Section 14.9   Separability Clause.

     In case any provision in this Indenture or 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 14.10  Benefits of Indenture.

     Nothing contained in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the holders of
Senior Debt and the Holders of Securities, any benefit or legal
or equitable right, remedy or claim under this Indenture.

     Section 14.11  Governing Law.

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

     Section 14.12  Counterparts.

     This instrument may be executed in any number of
counterparts, each of which when so executed shall be deemed to
be an original but all such counterparts shall together
constitute but one and the same instrument.

     Section 14.13  Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security or the last day on which a
Holder of a Security has a right to convert such Security shall
not be a Business Day at any Place of Payment or Place of
Conversion, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest (including

<PAGE>

Liquidated Damages, if any) or principal or premium, if any, or
conversion of the Securities, need not be made at such Place of
Payment or Place of Conversion on such day, but may be made on
the next succeeding Business Day at such Place of Payment or
Place of Conversion with the same force and effect as if made on
the Interest Payment Date or Redemption Date or at the Stated
Maturity or on such last day for conversion, provided, that in
the case that payment is made on such succeeding Business Day, no
interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be.

     Section 14.14  Recourse Against Others.

     No recourse for the payment of the principal of or premium,
if any, or interest (including Liquidated Damages, if any) on any
Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, shareholder,
officer or director, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance thereof and as part of the consideration for the
issue thereof, expressly waived and released.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first
above written.

                              CV THERAPEUTICS, INC.


                              By:
                                   Name:
                                   Title:


                              NORWEST BANK MINNESOTA, NATIONAL
                              ASSOCIATION


                              By:
                                   Name:
                                   Title:
<PAGE>

                                                        EXHIBIT A
                        FORM OF SECURITY

                       [FACE OF SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO CV
THERAPEUTICS, INC. (OR ITS SUCCESSOR) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, CONVERSION OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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.(1)

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT); (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THE NOTE EVIDENCED HEREBY RESELL
OR OTHERWISE TRANSFER THE NOTE EVIDENCED HEREBY OR THE COMMON
STOCK ISSUABLE UPON CONVERSION OF SUCH NOTE EXCEPT (A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR
(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE
EFFECTIVE AT THE TIME OF SUCH TRANSFER); AND (3) AGREES THAT IT
WILL DELIVER TO EACH PERSON TO WHOM THE NOTE EVIDENCED HEREBY IS
TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE)
A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.  IN
CONNECTION WITH ANY TRANSFER OF THE NOTE EVIDENCED HEREBY WITHIN
TWO YEARS AFTER THE ORIGINAL ISSUANCE OF SUCH NOTE (OTHER THAN A
TRANSFER PURSUANT TO CLAUSE 2(D) ABOVE), THE HOLDER MUST CHECK
THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO
THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO
NORWEST BANK MINNESOTA, N.A., AS TRUSTEE (OR ANY SUCCESSOR
TRUSTEE, AS
_______________________________

(1)    This legend should be included only if the Security is
     issued in global form

<PAGE>

 APPLICABLE).  IF THE PROPOSED TRANSFER IS PURSUANT TO
CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER,
FURNISH TO NORWEST BANK MINNESOTA, N.A., AS TRUSTEE (OR ANY
SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL
OPINIONS AND OTHER INFORMATION AS THE COMPANY MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THIS LEGEND WILL
BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE
EVIDENCED HEREBY PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE OR THE
EXPIRATION OF TWO YEARS FROM THE ORIGINAL ISSUANCE OF THE NOTE
EVIDENCED HEREBY.

<PAGE>

                      CV THERAPEUTICS, INC.

           4_% Convertible Subordinated Note due 2007

                                             CUSIP NO. __________

No.________                                          $___________


          CV THERAPEUTICS, INC., a Delaware corporation (the
"Company", which term includes any successor corporation under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to
, or its registered assigns, the principal sum of
U.S. Dollars ($                          ) on March 7, 2007.

          Interest Payment Dates:  March 7 and September 7,
commencing September 7, 2000.

          Regular Record Dates:  February 20 and August 20.

          Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this
Security to be duly executed manually or by facsimile by its duly
authorized officers.

Dated:                        CV THERAPEUTICS, INC.


                              By:
                                   Name:
                                   Title:


                              By:
                                   Name:
                                   Title:


Trustee's Certificate of Authentication

This is one of the 4_% Convertible Subordinated
Notes due 2007 described in the within-named
Indenture.


NORWEST BANK MINNESOTA, N.A.
as Trustee


By:
     Authorized Signatory


Dated:

<PAGE>

                      [REVERSE OF SECURITY]

                      CV THERAPEUTICS, INC.

           4_% Convertible Subordinated Note due 2007


     Capitalized terms used herein but not defined shall have the
meanings assigned to them in the Indenture referred to below
unless otherwise indicated.

1.   Principal and Interest.

     CV Therapeutics, Inc., a Delaware corporation (the
"Company") promises to pay interest on the principal amount of
this Security at the Interest Rate from the date of issuance
until repayment at Maturity, redemption or repurchase.  The
Company will pay interest on this Security semiannually in
arrears on March 7 and September 7 of each year (each an
"Interest Payment Date"), commencing September 7, 2000.

     Interest on the Securities shall be computed (i) for any
full semiannual period for which a particular Interest Rate is
applicable on the basis of a 360-day year of twelve 30-day months
and (ii) for any period for which a particular Interest Rate is
applicable shorter than a full semiannual period for which
interest is calculated, on the basis of a 30-day month and, for
such periods of less than a month, the actual number of days
elapsed over a 30-day month.

     A Holder of any Security at the close of business on a
Regular Record Date shall be entitled to receive interest on such
Security on the corresponding Interest Payment Date.  A Holder of
any Security which is converted after the close of business on a
Regular Record Date and prior to the corresponding Interest
Payment Date (other than any Security whose Maturity is prior to
such Interest Payment Date) shall be entitled to receive interest
on the principal amount of such Security, notwithstanding the
conversion of such Security prior to such Interest Payment Date.
However, any such Holder which surrenders any such Security for
conversion during the period between the close of business on
such Regular Record Date and ending with the opening of business
on the corresponding Interest Payment Date shall be required to
pay the Company an amount equal to the interest on the principal
amount of such Security so converted, which is payable by the
Company to such Holder on such Interest Payment Date, at the time
such Holder surrenders such Security for conversion.
Notwithstanding the foregoing, any such Holder which surrenders
for conversion any Security which has been called for redemption
by the Company in a notice of redemption given by the Company
pursuant to Section 10.5 of the Indenture (whether the Redemption
Date for such Security is on such Interest Payment Date or
otherwise) shall be entitled to receive (and retain) such
interest and need not pay the Company an amount equal to the
interest on the principal amount of such Security so converted at
the time such Holder surrenders such Security for conversion.

     In accordance with the terms of the Resale Registration
Rights Agreement, dated March 7, 2000, between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., FleetBoston Robertson
Stephens Inc. and SG Cowen Securities Corporation, during the
first 90 days following a Registration Default (as

<PAGE>

defined in the Registration Rights Agreement), the Interest Rate borne
by the Securities shall be increased by 0.25% on:

          (A)  June 6, 2000, if the shelf registration statement
     (the "Shelf Registration Statement") is not filed prior to
     or on June 5, 2000;

          (B)  August 5, 2000, if the Shelf Registration
     Statement is not declared effective by the Securities and
     Exchange Commission prior to or on August 4, 2000;

          (C)  the day after the fifth Business Day after the
     Shelf Registration Statement, previously declared effective,
     ceases to be effective or fails to be usable, if a post-
     effective amendment (or report filed pursuant to the
     Exchange Act) that cures the Shelf Registration Statement is
     not filed with the Securities and Exchange Commission during
     such five Business Day period; or

          (D)  the day following the 45th or 60th day, as the
     case may be, of any period that the prospectus contained in
     the Shelf Registration Statement has been suspended, if such
     suspension has not been terminated.

From and after the 91st day following such Registration Default,
the Interest Rate borne by the Securities shall be increased by
0.50%.  In no event shall the Interest Rate borne by the
Securities be increased by more than 0.50%.

     Any amount of additional interest will be payable in cash
semiannually, in arrears, on each Interest Payment Date and will
cease to accrue on the date the Registration Default is cured.
The Holder of this Security is entitled to the benefits of the
Registration Rights Agreement.

2.   Method of Payment.

     Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be
paid to the person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest.

     Principal of, and premium, if any, and interest on, Global
Securities will be payable to the Depositary in immediately
available funds.

     Principal and premium, if any, on Physical Securities will
be payable at the office or agency of the Company maintained for
such purpose, initially the Corporate Trust Office of the
Trustee.  Interest on Physical Securities will be payable by (i)
U.S. Dollar check drawn on a bank located thecity where the
Corporate Trust Office of the Trustee is located mailed to the
address of the Person entitled thereto as such address shall
appear in the Register, or (ii) upon application to the Registrar
not later than the relevant Record Date by a Holder of an
aggregate principal amount in excess of $5,000,000, wire transfer
in immediately available funds.

<PAGE>

3.   Paying Agent and Registrar.

     Initially, Norwest Bank Minnesota, National Association, the
Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change the Paying Agent or Registrar
without notice to any Holder.

4.   Indenture.

     The Company issued this Security under an Indenture, dated
as of March 7, 2000 (the "Indenture"), between the Company and
Norwest Bank Minnesota, National Association, as trustee (the
"Trustee").  The terms of the Security include those stated in
the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended ("TIA").  This
Security is subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of all such terms.
To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.

5.   Provisional Redemption.

     The Securities may be redeemed at the election of the
Company, as a whole or from time to time in part or any date, at
any time prior to March 7, 2003 (a "Provisional Redemption"), at
a Redemption Price equal to $1,000 per $1,000 principal amount of
the Securities plus accrued and unpaid interest, if any, to but
excluding the date of redemption (the "Provisional Redemption
Date") if (i) the Closing Price of the Common Stock has exceeded
150% of the Conversion Price (as may be adjusted from time to
time) then in effect for at least 20 trading Days in any
consecutive 30-Trading Day period ending on the Trading Day prior
to the date of mailing of the provisional notice of redemption
upon not less than 20 nor more than 60 days notice (the "Notice
Date"), and (ii) a registration statement covering resales of the
Securities and Common Stock issuable upon the conversion thereof
is effective and available for use and is expected to remain
effective for the 30 days following the Provisional Redemption
Date.

     Upon any such Provisional Redemption, the Company shall make
an additional payment in cash (the "Make-Whole Payment") with
respect to the Securities called for redemption to Holders on the
Notice Date in an amount equal to $107.14 per $1,000 principal
amount of the Securities, less the amount of any interest
actually paid on such Securities prior to the Notice Date.  The
Company shall make the Make-Whole Payment on all Securities
called for Provisional Redemption, including those Securities
converted into Common Stock between the Notice Date and the
Provisional Redemption Date.

6.   Optional Redemption.

     Except as provided above, this Security is not redeemable
prior to March 7, 2003.  This Security may be redeemed in whole
or in part, upon not less than 20 nor more than 60 days' notice,
at any time on or after March 7, 2003, at the option of the
Company, at the redemption price (expressed as percentages of the
principal amount) set forth below if redeemed during the 12-month
period beginning March 7 of the years indicated and ending March
6 of the following years, plus any interest accrued but not paid
prior to the Optional Redemption Date.

<PAGE>

          During the Twelve Months
          Commencing                       Redemption Prices

          March 7, 2003, through March 6, 2004          102.714%
          March 7, 2004, through March 6, 2005          102.036%
          March 7, 2005, through March 6, 2006          101.357%
          March 7, 2006 and thereafter                  100.679%

     If fewer than all the Securities are to be redeemed, the
Trustee shall select the particular Securities to be redeemed
from the Outstanding Securities by the methods as provided in the
Indenture.  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 to be the portion
selected for redemption (provided, however, that the Holder of
such Security so converted and deemed redeemed shall not be
entitled to any additional interest payment as a result of such
deemed redemption than such Holder would have otherwise been
entitled to receive upon conversion of such Security).
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.

     On and after the Redemption Date, interest ceases to accrue
on Securities or portions of Securities called for redemption,
unless the Company defaults in the payment of the Redemption
Price and accrued and unpaid interest.

     Notice of redemption will be given by the Company to the
Holders as provided in the Indenture.

7.   Repurchase Right Upon a Change of Control.

     If a Change in Control occurs, the Holder of Securities, at
the Holder's option, shall have the right, in accordance with the
provisions of the Indenture, to require the Company to repurchase
the Securities (or any portion of the principal amount hereof
that is at least $1,000 or an integral multiple thereof, provided
that the portion of the principal amount of this Security to be
Outstanding after such repurchase is at least equal to $1,000) at
the Repurchase Price, plus any interest accrued and unpaid to the
Repurchase Date.

     Subject to the conditions provided in the Indenture, the
Company may elect to pay the Repurchase Price by delivering a
number of shares of Common Stock equal to (i) the Repurchase
Price divided by (ii) 95% of the average of the Closing Prices
per share for the five consecutive Trading Days immediately
preceding and including the third Trading Day prior to the
Repurchase Date.

     No fractional shares of Common Stock will be issued upon
repurchase of any Securities.  Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of
such Securities, the Company shall pay a cash adjustment as
provided in the Indenture.

<PAGE>

     A Company Notice will be given by the Company to the Holders
as provided in the Indenture.  To exercise a repurchase Right, a
Holder must deliver to the Trustee a written notice as provided
in the Indenture.

8.   Conversion Rights.

     Subject to and upon compliance with the provisions of the
Indenture, the Holder of Securities is entitled, at such Holder's
option, at any time before the close of business on March 1, 2007
to convert the Holder's Securities (or any portion of the
principal amount hereof which is $1,000 or an integral multiple
thereof), at the principal amount thereof or of such portion,
into duly authorized, fully paid and nonassessable shares of
Common Stock of the Company at the Conversion Price in effect at
the time of conversion.

     In the case of a Security (or a portion thereof) is called
for redemption, such conversion right in respect of the Security
(or such portion thereof) so called, shall expire at the close of
business on the second Business Day preceding the Redemption
Date, unless the Company defaults in making the payment due upon
redemption.  In the case of a Change of Control for which the
Holder exercises its Repurchase Right with respect to a Security
(or a portion thereof), such conversion right in respect of the
Security (or portion thereof) shall expire at the close of
business on the Business Day preceding the Repurchase Date.

     The Conversion Price shall be initially equal to $63.84 per
share of Common Stock.  The Conversion Price shall be adjusted
under certain circumstances as provided in the Indenture.

     To exercise the conversion right, the Holder must surrender
the Security (or portion thereof) duly endorsed or assigned to
the Company or in blank, at the office of the Conversion Agent,
accompanied by a duly signed conversion notice to the Company.
Any Security surrendered for conversion during the period between
the close of business on any Regular Record Date to the opening
of business on the corresponding Interest Payment Date (other
than any Security whose Maturity is prior to such Interest
Payment Date), shall be accompanied by payment in New York
Clearing House funds or other funds acceptable to the Company of
an amount equal to the interest payable on such Interest Payment
Date by the Company on the principal amount of the Security being
surrendered for conversion.  Notwithstanding the foregoing, any
such Holder which surrenders for conversion any Security which
has been called for redemption by the Company in a notice of
redemption given by the Company pursuant to Section 10.5 hereof
(whether the Redemption Date for such Security is on such
Interest Payment Date or otherwise), need not pay the Company an
amount equal to the interest in the principal amount of such
Security so converted at the time such Holder surrenders such
Security for conversion.

     No fractional shares of Common Stock will be issued upon
conversion of any Securities.  Instead of any fractional share of
Common Stock which would otherwise be issued upon conversion of
such Securities, the Company shall pay a cash adjustment as
provided in the Indenture.

<PAGE>

9.   Subordination.

     The Indebtedness evidenced by this Security is, to the
extent and in the manner provided in the Indenture, subordinated
and subject in right of payment to the prior payment in full of
all amounts then due on all Senior Debt of the Company, and this
Security is issued subject to such provisions of the Indenture
with respect thereto.  Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee on such Holder's behalf to
take such action as may be necessary or appropriate to effectuate
the subordination so provided and (c) appoints the Trustee such
Holder's attorney-in-fact for any and all such purposes.

10.  Denominations; Transfer; Exchange.

     The Securities are issuable in registered form, without
coupons, in denominations of $1,000 and integral multiples of
$1,000 in excess thereof.  A Holder may register the transfer or
exchange of Securities in accordance with the Indenture.  The
Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company
may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.

     In the event of a redemption in part, the Company will not
be required (a) to register the transfer of, or exchange,
Securities for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Securities
called for such redemption, or (b) to register the transfer of,
or exchange, any such Securities, or portion thereof, called for
redemption.

     In the event of redemption, conversion or repurchase of the
Securities in part only, a new Security or Securities for the
unredeemed, unconverted or unrepurchased portion thereof will be
issued in the name of the Holder hereof.

11.  Persons Deemed Owners.

     The registered Holder of this Security shall be treated as
its owner for all purposes.

12.  Unclaimed Money.

     The Trustee and the Paying Agent shall pay to the Company
any money held by them for the payment of principal, premium, if
any, or interest that remains unclaimed for two years after the
date upon which such payment shall have become due.  After
payment to the Company, Holders entitled to the money must look
to the Company for payment as general creditors unless an
applicable abandoned property law designates another Person, and
all liability of the Trustee and such Paying Agent with respect
to such money shall cease.

13.  Discharge Prior to Redemption or Maturity.

     Subject to certain conditions contained in the Indenture,
the Company may discharge its obligations under the Securities
and the Indenture if (1) (a) all of the Outstanding

<PAGE>

Securities shall become due and payable at their scheduled Maturity
within one year or (b) all of the Outstanding Securities are scheduled
for redemption within one year, and (2) the Company shall have
deposited with the Trustee money and/or U.S. Government
Obligations sufficient to pay the principal of, and premium, if
any, and interest on, all of the Outstanding Securities on the
date of Maturity or redemption, as the case may be.

14.  Amendment; Supplement; Waiver.

     The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding
Securities (or such lesser amount as shall have acted at a
meeting pursuant to the provisions of the Indenture).  The
Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at
the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences.  Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security or such other
Security.

     No reference herein to the Indenture and no provision of
this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest
(including Liquidated Damages, if any) on this Security at the
times, places and rate, and in the coin or currency, herein
prescribed or to convert this Security (or pay cash in lieu of
conversion) as provided in the Indenture.

15.  Defaults and Remedies.

     The Indenture provides that an Event of Default with respect
to the Securities occurs when any of the following occurs:

          (a)  the Company defaults in the payment of the
     principal of or premium, if any, on any of the Securities
     when it becomes due and payable at Maturity, upon redemption
     or exercise of a Repurchase Right or otherwise, whether or
     not such payment is prohibited by the subordination
     provisions of Article 13 of the Indenture;

          (b)  the Company defaults in the payment of interest on
     any of the Securities when it becomes due and payable and
     such default continues for a period of 30 days, whether or
     not such payment is prohibited by the subordination
     provisions of Article 13 of the Indenture;

          (c)  the Company fails to deliver shares of Common
     Stock, together with cash instead of fractional shares, when
     those shares of Common Stock or cash instead of fractional
     shares are required to be delivered following conversion of
     a Security in accordance with the provisions of Article 12
     of the Indenture;

<PAGE>

          (d)  the Company fails to perform or observe any other
     term, covenant or agreement contained in the Securities or
     the Indenture and such default continues for a period of 60
     days after written notice of such failure is given as
     specified in the Indenture;

          (e)  (i)  the Company fails to make any payment by the
     end of the applicable grace period, if any, after the
     maturity of any Indebtedness for borrowed money in an amount
     in excess of $5,000,000, or (ii) there is an acceleration of
     any Indebtedness for borrowed money in an amount in excess
     of $5,000,000 because of a default with respect to such
     Indebtedness without such Indebtedness having been
     discharged or such acceleration having been cured, waived,
     rescinded or annulled, in the case of either clause (i) or
     (ii) above, for a period of 30 days after written notice is
     given to the Company as specified in the Indenture; and

          (f)  there are certain events of bankruptcy, insolvency
     or reorganization of the Company.

     If an Event of Default shall occur and be continuing, the
principal of all the Securities may be declared due and payable
in the manner and with the effect provided in the Indenture.

16.  Authentication.

     This Security shall not be valid until the Trustee (or
authenticating agent) executes the certificate of authentication
on the other side of this Security.

17.  Abbreviations.

     Customary abbreviations may be used in the name of a Holder
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 Gifts to Minors Act).

18.  Additional Rights of Holders of Transfer Restricted
Securities.

     In addition to the rights provided to Holders under the
Indenture, Holders of Transfer Restricted Securities shall have
all the rights set forth in the Registration Rights Agreement.

19.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on this Security and the
Trustee may use CUSIP numbers in notices of redemption as a
convenience to Holders.  No representation is made as to the
accuracy of such numbers either as printed on this Security or as
contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

<PAGE>

20.  Governing Law.

     The Indenture and this Security shall be governed by, and
construed in accordance with, the law of the State of New York.

21.  Successor Corporation.

     In the event a successor corporation assumes all the
obligations of the Company under this Security, pursuant to the
terms hereof and of the Indenture, the Company will be released
from all such obligations.

<PAGE>

                         ASSIGNMENT FORM


     To assign this Security, fill in the form below and have
your signature guaranteed: (I) or (we) assign and transfer this
Security to:


          (Insert assignee's soc. sec. or tax I.D. no.)








      (Print or type assignee's name, address and zip code)


and irrevocably appoint
to transfer this Security on the books of the Company.  The agent
may substitute another to act for him.
Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name appears
                              on the face of this Security)

                         Signature Guarantee*:














     * Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).

<PAGE>

In connection with any transfer of this Security occurring prior
to the end of the period referred to in Rule 144(k) under the
Securities Act, the undersigned confirms that without utilizing
any general solicitation or general advertising that:

               [Check One]

[  ] (a)  this Security is being transferred in compliance with
the exemption from registration under the Securities Act of 1933,
as amended, provided by Rule 144A thereunder.

               or

[  ] (b)  this Security is being transferred other than in
accordance with (a) above and documents are being furnished which
comply with the conditions of transfer set forth in this Security
and the Indenture.

If none of the foregoing boxes is checked, the Trustee or other
Registrar shall not be obligated to register this Security in the
name of any Person other than the Holder hereof unless the
conditions to any such transfer of registration set forth herein
and in Sections 2.7, 2.8 and 2.9 of the Indenture shall have been
satisfied.

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

                         Signature Guarantee:




                         Signature must be guaranteed by a
                         participant in a recognized signature
                         guaranty medallion program or other
                         signature guarantor acceptable to the
                         Trustee.

<PAGE>

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is
purchasing this Security for its own account or an account with
respect to which it exercises sole investment discretion, in each
case for investment and not with a view to distribution, and that
it and any such account is a "Qualified Institutional Buyer"
within the meaning of Rule 144A under the Securities Act of 1933
and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant
to Rule 144A or has determined not to request such information
and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.


Dated:
                         NOTICE:  To be executed by an executive
                         officer

<PAGE>

                        CONVERSION NOTICE


TO:  CV THERAPEUTICS, INC.
     3172 Porter Drive
     Palo Alto, California 94304


     The undersigned registered owner of this Security hereby
irrevocably exercises the option to convert this Security, or the
portion hereof (which is $1,000 principal amount or an integral
multiple thereof) below designated, into shares of Common Stock
in accordance with the terms of the Indenture referred to in this
Security, and directs that the shares issuable and deliverable
upon such conversion, together with any check in payment for
fractional shares and any Securities representing any unconverted
principal amount hereof, be issued and delivered to the
registered holder hereof unless a different name has been
indicated below.  If shares or any portion of this Security not
converted are to be issued in the name of a person other than the
undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.  Any amount required to be paid to the
undersigned on account of interest (including Liquidated Damages,
if any) accompanies this Security.


Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name appears
                              on the face of this Security)

                         Signature Guarantee*:

                         Social Security or other Taxpayer
                         Identification Number:



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



     * Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).

<PAGE>

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


          (Name)



          (Street Address)



          (City, State and Zip Code)

<PAGE>

             NOTICE OF EXERCISE OF REPURCHASE RIGHT


TO:  CV THERAPEUTICS, INC.
     3172 Porter Drive
     Palo Alto, California 94304


     The undersigned registered owner of this Security hereby
irrevocably acknowledges receipt of a notice from CV
Therapeutics, Inc. (the "Company") as to the occurrence of a
Change of Control with respect to the Company and requests and
instructs the Company to repay the entire principal amount of
this Security, or the portion thereof (which is $1,000 principal
amount or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this
Security, together with interest (including Liquidated Damages,
if any) accrued and unpaid to, but excluding, such date, to the
registered holder hereof, in cash.


Dated:                   Your Name:
                              (Print your name exactly as it
                              appears on the face of this
                              Security)

                         Your Signature:
                              (Sign exactly as your name appears
                              on the face of this Security)

                         Signature Guarantee*:

                         Social Security or other Taxpayer
                         Identification Number:


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








     * Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor acceptable to the Trustee).
<PAGE>

         SCHEDULE OF EXCHANGES FOR PHYSICAL SECURITIES(2)

          The following exchanges of a part of this Global
Security for Physical Securities have been made:

  Date of     Amount of    Amount of    Principal     Signature
 Exchange    decrease in  increase in   Amount of        of
              Principal    Principal   this Global   authorized
              Amount of    Amount of     Security    officer of
             this Global  this Global   following      Trustee
               Security     Security       such
                                         decrease
                                           (or
                                        increase)



_______________________________

(2)    This schedule should be included only if the Security is
     issued in global form.

<PAGE>




                            INDENTURE


                             between


                     CV THERAPEUTICS, INC.,

                            as Issuer


                               and


          NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

                           as Trustee






           4_% CONVERTIBLE SUBORDINATED NOTES DUE 2007



                    Dated as of March 7, 2000








<PAGE>


                     CROSS-REFERENCE TABLE*

Trust Indenture                                         Indenture
Act Section                                               Section

310(a)(1)                                                    5.11
     (a)(2)                                                  5.11
     (a)(3)                                                   n/a
     (a)(4)                                                   n/a
     (a)(5)                                                  5.11
     (b)                                                5.3; 5.11
     (c)                                                      n/a

311(a)                                                       5.12
     (b)                                                     5.12
     (c)                                                      n/a

312(a)                                                       2.10
     (b)                                                     14.3
     (c)                                                     14.3

313(a)                                                        5.7
     (b)(1)                                                   n/a
     (b)(2)                                                   5.7
     (c)                                                5.7; 14.2
     (d)                                                      5.7

314(a)(1), (2), (3)                                     9.6; 14.6
     (a)(4)                                        9.6; 9.7; 14.6
     (b)                                                      n/a
     (c)(1)                                                  14.5
     (c)(2)                                                  14.5
     (c)(3)                                                   n/a
     (d)                                                      n/a
     (e)                                                     14.6
     (f)                                                      n/a

315(a)                                                     5.1(a)
     (b)                                                5.6; 14.2
     (c)                                                   5.1(b)
     (d)                                                   5.1(c)
     (e)                                                     4.14

316(a)(last sentence)                                        2.13
     (a)(1)(A)                                                4.5
     (a)(1)(B)                                                4.4
     (a)(2)                                                   n/a
     (b)                                                      4.7

<PAGE>

     (c)                                                      7.4

317(a)(1)                                                     4.8
     (a)(2)                                                   4.9
     (b)                                                      2.5

318(a)                                                       14.1
     (b)                                                      n/a
     (c)                                                     14.1
--------------------------------
"n/a" means not applicable.

*This Cross-Reference Table shall not, for any purpose, be deemed
to be a part of the Indenture.

<PAGE>



ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1                                         Definitions.  2
Section 1.2   Incorporation by Reference of Trust Indenture Act. 13
Section 1.3                               Rules of Construction. 14

ARTICLE 2 THE SECURITIES

Section 2.1                                     Title and Terms. 15
Section 2.2                                  Form of Securities. 16
Section 2.3                                             Legends. 17
Section 2.4      Execution, Authentication, Delivery and Dating. 21
Section 2.5                          Registrar and Paying Agent. 21
Section 2.6                Paying Agent to Hold Assets in Trust. 22
Section 2.7General Provisions Relating to Transfer and Exchange. 23
Section 2.8     Book-Entry Provisions for the Global Securities. 23
Section 2.9                         Special Transfer Provisions. 25
Section 2.10                                       Holder Lists. 26
Section 2.11                              Persons Deemed Owners. 26
Section 2.12    Mutilated, Destroyed, Lost or Stolen Securities. 27
Section 2.13                                Treasury Securities. 27
Section 2.14                               Temporary Securities. 28
Section 2.15                                       Cancellation. 28
Section 2.16                                      CUSIP Numbers. 28
Section 2.17                                 Defaulted Interest. 29

ARTICLE 3 SATISFACTION AND DISCHARGE

Section 3.1             Satisfaction and Discharge of Indenture. 30
Section 3.2                Deposited Monies to Be Held in Trust. 31
Section 3.3                          Return of Unclaimed Monies. 31

ARTICLE 4 DEFAULTS AND REMEDIES

Section 4.1                                   Events of Default. 32
Section 4.2  Acceleration of Maturity; Rescission and Annulment. 33
Section 4.3                                      Other Remedies. 34
Section 4.4                             Waiver of Past Defaults. 34
Section 4.5                                 Control by Majority. 34
Section 4.6                                  Limitation on Suit. 35
Section 4.7 Unconditional Rights of Holders to Receive Payment
                                                 and to Convert. 35
Section 4.8 Collection of Indebtedness and Suits for Enforcement
                                                 by the Trustee. 36
Section 4.9                    Trustee May File Proofs of Claim. 36
Section 4.10                 Restoration of Rights and Remedies. 37

<PAGE>

Section 4.11                     Rights and Remedies Cumulative. 37
Section 4.12                       Delay or Omission Not Waiver. 38
Section 4.13                     Application of Money Collected. 38
Section 4.14                              Undertaking for Costs. 38
Section 4.15                   Waiver of Stay or Extension Laws. 39

ARTICLE 5 THE TRUSTEE

Section 5.1                 Certain Duties and Responsibilities. 40
Section 5.2                           Certain Rights of Trustee. 41
Section 5.3                        Individual Rights of Trustee. 42
Section 5.4                                 Money Held in Trust. 42
Section 5.5                                Trustee's Disclaimer. 42
Section 5.6                                  Notice of Defaults. 43
Section 5.7                       Reports by Trustee to Holders. 43
Section 5.8                    Compensation and Indemnification. 43
Section 5.9                              Replacement of Trustee. 44
Section 5.10                   Successor Trustee by Merger, Etc. 45
Section 5.11            Corporate Trustee Required; Eligibility. 45
Section 5.12           Collection of Claims Against the Company. 45

ARTICLE 6 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 6.1Company May Consolidate, Etc., Only on Certain Terms. 46
Section 6.2                               Successor Substituted. 46

ARTICLE 7 AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 7.1            Without Consent of Holders of Securities. 48
Section 7.2               With Consent of Holders of Securities. 49
Section 7.3                 Compliance with Trust Indenture Act. 50
Section 7.4 Revocation of Consents and Effect of Consents or
                                                          Votes. 50
Section 7.5               Notation on or Exchange of Securities. 50
Section 7.6                      Trustee to Sign Amendment, Etc. 51

ARTICLE 8 MEETING OF HOLDERS OF SECURITIES

Section 8.1           Purposes for Which Meetings May Be Called. 52
Section 8.2                   Call Notice and Place of Meetings. 52
Section 8.3                Persons Entitled to Vote at Meetings. 52
Section 8.4                                      Quorum; Action. 53
Section 8.5 Determination of Voting Rights; Conduct and
                                        Adjournment of Meetings. 53
Section 8.6     Counting Votes and Recording Action of Meetings. 54

ARTICLE 9 COVENANTS

<PAGE>


Section 9.1          Payment of Principal, Premium and Interest. 55
Section 9.2                  Maintenance of Offices or Agencies. 55
Section 9.3                                 Corporate Existence. 56
Section 9.4                           Maintenance of Properties. 56
Section 9.5                   Payment of Taxes and Other Claims. 56
Section 9.6                                             Reports. 56
Section 9.7                              Compliance Certificate. 57
Section 9.8                        Resale of Certain Securities. 57

ARTICLE 10 REDEMPTION OF SECURITIES

Section 10.1                             Provisional Redemption. 58
Section 10.2                                Optional Redemption. 58
Section 10.3                                  Notice to Trustee. 59
Section 10.4             Selection of Securities to Be Redeemed. 59
Section 10.5                               Notice of Redemption. 59
Section 10.6                     Effect of Notice of Redemption. 60
Section 10.7                        Deposit of Redemption Price. 61
Section 10.8                        Securities Redeemed in Part. 61

ARTICLE 11 REPURCHASE AT THE OPTION OF A HOLDER UPON A CHANGE OF
          CONTROL

Section 11.1                                   Repurchase Right. 62
Section 11.2    Conditions to the Company's Election to Pay the
                               Repurchase Price in Common Stock. 62
Section 11.3     Notices; Method of Exercising Repurchase Right,
                                                            Etc. 63

ARTICLE 12 CONVERSION OF SECURITIES

Section 12.1              Conversion Right and Conversion Price. 67
Section 12.2                       Exercise of Conversion Right. 67
Section 12.3                                Fractions of Shares. 68
Section 12.4                     Adjustment of Conversion Price. 68
Section 12.5          Notice of Adjustments of Conversion Price. 77
Section 12.6                    Notice Prior to Certain Actions. 78
Section 12.7                    Company to Reserve Common Stock. 79
Section 12.8                               Taxes on Conversions. 79
Section 12.9                        Covenant as to Common Stock. 79
Section 12.10              Cancellation of Converted Securities. 79
Section 12.11      Effect of Recapitalization, Reclassification,
                                  Consolidation, Merger or Sale. 79
Section 12.12          Responsibility of Trustee for Conversion
                                                     Provisions. 81

ARTICLE 13 SUBORDINATION

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Section 13.1             Securities Subordinated to Senior Debt. 82
Section 13.2                                        Subrogation. 84
Section 13.3          Obligation of the Company Is Absolute and
                                                  Unconditional. 84
Section 13.4              Maturity of or Default on Senior Debt. 84
Section 13.5                   Payments on Securities Permitted. 85
Section 13.6           Effectuation of Subordination by Trustee. 85
Section 13.7                               Knowledge of Trustee. 85
Section 13.8                  Trustee's Relation to Senior Debt. 86
Section 13.9      Rights of Holders of Senior Debt Not Impaired. 86
Section 13.10              Modification of Terms of Senior Debt. 86
Section 13.11            Certain Conversions Not Deemed Payment. 86

ARTICLE 14 OTHER PROVISIONS OF GENERAL APPLICATION

Section 14.1                       Trust Indenture Act Controls. 88
Section 14.2                                            Notices. 88
Section 14.3        Communication by Holders with Other Holders. 89
Section 14.4                      Acts of Holders of Securities. 89
Section 14.5 Certificate and Opinion as to Conditions Precedent. 90
Section 14.6      Statements Required in Certificate or Opinion. 90
Section 14.7           Effect of Headings and Table of Contents. 91
Section 14.8                             Successors and Assigns. 91
Section 14.9                                Separability Clause. 91
Section 14.10                             Benefits of Indenture. 91
Section 14.11                                     Governing Law. 91
Section 14.12                                      Counterparts. 91
Section 14.13                                    Legal Holidays. 91
Section 14.14                           Recourse Against Others. 92

EXHIBITS

     EXHIBIT A:     Form of Security                            A-1