Exhibit 4.1







                            Cendant Corporation



               3 7/8% Convertible Senior Debentures due 2011
         ----------------------------------------------------------

                                 INDENTURE

                       Dated as of November 27, 2001

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



             The Bank of Nova Scotia Trust Company of New York

                                  TRUSTEE

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




                             TABLE OF CONTENTS

                                                                          Page

            ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1    Definitions...................................................1
Section 1.2    Other Definitions.............................................4
Section 1.3    Incorporation by Reference of Trust Indenture Act.............5
Section 1.4    Rules of Construction.........................................6
Section 1.5    Acts of Holders...............................................6

                      ARTICLE II THE SECURITIES

Section 2.1    Form and Dating...............................................7
Section 2.2    Execution and Authentication..................................8
Section 2.3    Registrar, Paying Agent and Conversion Agent..................9
Section 2.4    Paying Agent to Hold Money and Securities in Trust...........10
Section 2.5    Securityholder Lists.........................................10
Section 2.6    Transfer and Exchange........................................10
Section 2.7    Replacement Securities.......................................11
Section 2.8    Outstanding Securities; Determinations of Holders' Action....12
Section 2.9    Temporary Securities.........................................13
Section 2.10   Cancellation.................................................13
Section 2.11   Persons Deemed Owners........................................13
Section 2.12   Global Securities............................................14
Section 2.13   CUSIP Numbers................................................18
Section 2.14   Ranking  18

                 ARTICLE III REDEMPTION AND PURCHASES

Section 3.1    Company's Right to Redeem; Notices to Trustee................19
Section 3.2    Selection of Securities to Be Redeemed.......................19
Section 3.3    Notice of Redemption.........................................19
Section 3.4    Effect of Notice of Redemption...............................20
Section 3.5    Deposit of Redemption Price..................................20
Section 3.6    Securities Redeemed in Part..................................21
Section 3.7    Purchase of Securities by the Company at Option of the
               Holder.......................................................21
Section 3.8    Purchase of Securities at Option of the Holder upon a
               Change in Control............................................27
Section 3.9    Effect of Purchase Notice or Change in Control Purchase
               Notice.......................................................30
Section 3.10   Deposit of Purchase Price or Change in Control Purchase
               Price........................................................31
Section 3.11   Securities Purchased in Part.................................31
Section 3.12   Covenant to Comply With Securities Laws Upon Purchase
               of Securities................................................31
Section 3.13   Repayment to the Company.....................................31

                         ARTICLE IV COVENANTS

Section 4.1    Payment of Securities........................................32
Section 4.2    SEC and Other Reports........................................32
Section 4.3    Compliance Certificate.......................................33
Section 4.4    Further Instruments and Acts.................................33
Section 4.5    Maintenance of Office or Agency..............................33
Section 4.6    Delivery of Certain Information..............................33
Section 4.7    Calculation of Original Issue Discount.......................34

                   ARTICLE V SUCCESSOR CORPORATION

Section 5.1    When Company May Merge or Transfer Assets....................34

                   ARTICLE VI DEFAULTS AND REMEDIES

Section 6.1    Events of Default............................................35
Section 6.2    Acceleration.................................................36
Section 6.3    Other Remedies...............................................37
Section 6.4    Waiver of Past Defaults......................................37
Section 6.5    Control by Majority..........................................37
Section 6.6    Limitation on Suits..........................................37
Section 6.7    Rights of Holders to Receive Payment.........................38
Section 6.8    Collection Suit by Trustee...................................38
Section 6.9    Trustee May File Proofs of Claim.............................38
Section 6.10   Priorities...................................................39
Section 6.11   Undertaking for Costs........................................39
Section 6.12   Waiver of Stay, Extension or Usury Laws......................39

                         ARTICLE VII TRUSTEE

Section 7.1    Duties of Trustee............................................40
Section 7.2    Rights of Trustee............................................41
Section 7.3    Individual Rights of Trustee.................................42
Section 7.4    Trustee's Disclaimer.........................................42
Section 7.5    Notice of Defaults...........................................42
Section 7.6    Reports by Trustee to Holders................................43
Section 7.7    Compensation and Indemnity...................................43
Section 7.8    Replacement of Trustee.......................................44
Section 7.9    Successor Trustee by Merger..................................44
Section 7.10   Eligibility; Disqualification................................44
Section 7.11   Preferential Collection of Claims Against Company............45

                 ARTICLE VIII DISCHARGE OF INDENTURE

Section 8.1    Discharge of Liability on Securities.........................45
Section 8.2    Repayment to the Company.....................................45

                        ARTICLE IX AMENDMENTS

Section 9.1    Without Consent of Holders...................................45
Section 9.2    With Consent of Holders......................................46
Section 9.3    Compliance with Trust Indenture Act..........................47
Section 9.4    Revocation and Effect of Consents, Waivers and Actions.......47
Section 9.5    Notation on or Exchange of Securities........................47
Section 9.6    Trustee to Sign Supplemental Indentures......................47
Section 9.7    Effect of Supplemental Indentures............................48

                        ARTICLE X CONVERSIONS

Section 10.1   Conversion Privilege.........................................48
Section 10.2   Conversion Procedure.........................................48
Section 10.3   Fractional Shares............................................49
Section 10.4   Taxes on Conversion..........................................50
Section 10.5   Company to Provide Stock.....................................50
Section 10.6   Adjustment for Change in Capital Stock.......................50
Section 10.7   Adjustment for Rights Issue..................................51
Section 10.8   Adjustment for Other Distributions...........................53
Section 10.9   Adjustment for Self Tender Offer.............................54
Section 10.10  When Adjustment May Be Deferred..............................55
Section 10.11  When No Adjustment Required..................................55
Section 10.12  Notice of Adjustment.........................................56
Section 10.13  Voluntary Increase...........................................56
Section 10.14  Notice of Certain Transactions...............................56
Section 10.15  Reorganization of Company; Special Distributions.............56
Section 10.16  Company Determination Final..................................57
Section 10.17  Trustee's Adjustment Disclaimer..............................57
Section 10.18  Simultaneous Adjustments.....................................57
Section 10.19  Successive Adjustments.......................................58

                       ARTICLE XI MISCELLANEOUS

Section 11.1   Trust Indenture Act Controls.................................58
Section 11.2   Notices  58
Section 11.3   Communication by Holders with Other Holders..................59
Section 11.4   Certificate and Opinion as to Conditions Precedent...........59
Section 11.5   Statements Required in Certificate or Opinion................59
Section 11.6   Separability Clause..........................................59
Section 11.7   Rules by Trustee, Paying Agent, Conversion Agent and
               Registrar....................................................59
Section 11.8   Legal Holidays...............................................60
Section 11.9   GOVERNING LAW................................................60
Section 11.10  No Recourse Against Others...................................60
Section 11.11  Successors...................................................60
Section 11.12  Multiple Originals...........................................60


EXHIBIT A-1    Form of Global Security

EXHIBIT A-2    Form of Certificated Security

EXHIBIT B-1    Transfer Certificate

SCHEDULE A     Projected Payment Schedule




                  INDENTURE dated as of November 27, 2001 between CENDANT
CORPORATION, a Delaware corporation ("Company"), and THE BANK OF NOVA
SCOTIA TRUST COMPANY OF NEW YORK, a New York banking corporation
("Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
3 7/8% Convertible Senior Debentures due 2011:

                                 ARTICLE I

                 DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.1 Definitions.

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

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

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

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

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

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

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

                  "Common Stock" shall mean the shares of CD common stock,
$0.01 par value per share, of the Company existing on the date of this
Indenture or any other shares of Capital Stock of the Company into which
such common stock shall be reclassified or changed.

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

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

                  "Corporate Trust Office" means the principal office of
the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at One Liberty
Plaza, Street, New York, New York 10006, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company, or the principal
corporate trust office of any successor Trustee (or such other address as a
successor Trustee may designate from time to time by notice to the Holders
and the Company).

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

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

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

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

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

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

                  "NYSE" means The New York Stock Exchange.

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

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

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

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

                  "Redemption Date" or "redemption date" shall mean the
date specified in a notice of redemption on which the Securities may be
redeemed in accordance with the terms of the Securities and this Indenture.

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" means any of the Company's 3 7/8% Convertible
Senior Debentures due 2011, as amended or supplemented from time to time,
issued under this Indenture.

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

                  "Stated Maturity", when used with respect to any
Security, means November 27, 2011.

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

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

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

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

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

Section 1.2       Other Definitions.

Term Section:                                                    Defined in:

"Accreted Conversion Price"...................................   Exhibit A-1
"Accreted Value"..............................................   Exhibit A-1
"Administrative Action".......................................   Exhibit A-1
"Agent Members"...............................................   2.12(e)
"Average Sale Price"..........................................   10.7
"beneficial owner"............................................   3.8(a)
"cash"........................................................   3.7(b)
"Change in Control"...........................................   3.8(a)
"Change in Control Purchase Date".............................   3.8(a)
"Change in Control Purchase Notice"...........................   3.8(a)
"Change in Control Purchase Price"............................   3.8(a)
"Company Notice"..............................................   3.7(c)
"Company Notice Date".........................................   3.7(c)
"Conversion Agent"............................................   2.3
"Conversion Date".............................................   10.2
"Conversion Period"...........................................   Exhibit A-1
"Conversion Rate" ............................................   10.1
"Depositary"..................................................   2.1(a)
"Event of Default"............................................   6.1
"Exchange Act"................................................   3.7(d)
"Ex-Dividend Time"............................................   10.1
"Extraordinary Cash Dividend".................................   10.8
"Interest Adjustment Date"....................................   Exhibit A-1
"Interest Payment Date".......................................   Exhibit A-1
"Legal Holiday"...............................................   11.8
"Legend"......................................................   2.6(f)
"Market Price"................................................   3.7(d)
"Notice of Default"...........................................   6.1
"Option Exercise Date"........................................   Exhibit A-1
"Paying Agent"................................................   2.3
"Purchase Date"...............................................   3.7(a)
"Purchase Notice".............................................   3.7(a)
"Purchase Price"..............................................   3.7(a)
"QIB".........................................................   2.1(a)
"Reference Fixed Rate"........................................   Exhibit A-1
"Registrar"...................................................   2.3
"Regular Record Date".........................................   Exhibit A-1
"Reset Rate Agent"............................................   Exhibit A-1
"Reset Fixed Date"............................................   Exhibit A-1
"Reset Rate"..................................................   Exhibit A-1
"Rule 144A Information".......................................   4.6
"Sale Price"..................................................   3.7(d)
"Securities Act"..............................................   3.7(d)
"Tax Event"...................................................   Exhibit A-1
"Time of Determination".......................................   10.1
"Upward Interest Adjustment"..................................   Exhibit A-1


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

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company.

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

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

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

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

      (3) "or" is not exclusive;

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

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

                  Section 1.5 Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of Holders signing such
instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.

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

                  (c) The ownership of Securities shall be proved by the
register for the Securities.

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

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

                                ARTICLE II

                               THE SECURITIES

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

                  (a) 144A Global Securities. Securities offered and sold
within the United States to qualified institutional buyers as defined in
Rule 144A ("QIBs") in reliance on Rule 144A shall be issued initially in
the form of a 144A Global Security substantially in the form of Exhibit
A-1, which shall be deposited with the Trustee at its Corporate Trust
Office, as custodian for the Depositary (as defined below) and registered
in the name of The Depository Trust Company ("DTC") or the nominee thereof
(DTC, or any successor thereto, and any such nominee being hereinafter
referred to as the "Depositary"), duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate
principal amount of the 144A Global Securities may from time to time be
increased or decreased by adjustments made on the records of the Trustee
and the Depositary as hereinafter provided.

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

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

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

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

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

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

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

                  Section 2.2 Execution and Authentication. The Securities
shall be executed on behalf of the Company by any Officer. The signature of
the Officer on the Securities may be manual or facsimile.

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

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

                  The Trustee shall authenticate and deliver the Securities
for original issue in an aggregate principal amount of up to $1,200,000,000
upon one or more Company Orders without any further action by the Company.
The aggregate principal amount of the Securities due at the Stated Maturity
thereof outstanding at any time may not exceed the amount set forth in the
foregoing sentence, except as provided in Section 2.7 and upon the
occurrence of an Upward Interest Adjustment or a Tax Event as contemplated
in the form of Security attached hereto as Exhibit A-1.

                  The Securities shall be issued only in registered form
without coupons and only in denominations of $1,000 of principal amount and
any integral multiple thereof.

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

                  The Company shall enter into an appropriate agency
agreement with any Registrar, Paying Agent, Conversion Agent or
co-registrar (that is not also the Trustee). The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company
shall notify the Trustee of the name and address of any such agent. If the
Company fails to maintain a Registrar, Paying Agent or Conversion Agent,
the Trustee shall act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar, Conversion Agent or co-registrar.

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

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

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

                  Section 2.6 Transfer and Exchange. (a) Subject to Section
2.12 hereof, upon surrender for registration of transfer of any Security,
together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder's
attorney duly authorized in writing, at the office or agency of the Company
designated as Registrar or co-registrar pursuant to Section 2.3, the
Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Securities of any authorized denomination or denominations, of a like
aggregate principal amount (or Accreted Value, if an Upward Interest
Adjustment has occurred as contemplated in the form of Security attached as
Exhibit A-1 hereto). The Company shall not charge a service charge for any
registration of transfer or exchange, but the Company may require payment
of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the transfer or exchange of
the Securities from the Securityholder requesting such transfer or
exchange.

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

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

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

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

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

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

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

                  Section 2.7 Replacement Securities. If (a) any mutilated
Security is surrendered to the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of
any Security, and there is delivered to the Company and the Trustee such
security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a new Security of like tenor and
principal amount, bearing a certificate number not contemporaneously
outstanding.

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

                  Upon the issuance of any new Securities under this
Section 2.7, 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 2.7 in
lieu of any mutilated, destroyed, lost or stolen Security shall constitute
an original additional contractual obligation of the Company, whether or
not the destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally
and proportionately with any and all other Securities duly issued
hereunder.

                  The provisions of this Section 2.7 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities.

                  Section 2.8 Outstanding Securities; Determinations of
Holders' Action. Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those cancelled by it, those paid
pursuant to Section 2.7, those delivered to it for cancellation and those
described in this Section 2.8 as not outstanding. A Security does not cease
to be outstanding because the Company or an Affiliate thereof holds the
Security; provided, however, that in determining whether the Holders of the
requisite principal amount of Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be
so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any
such determination (including, without limitation, determinations pursuant
to Articles 6 and 9).

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

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

                  If a Security is converted in accordance with Article X,
then from and after the Conversion Date, such Security shall cease to be
outstanding and interest, if any, shall cease to accrue on such Security.

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

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

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

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

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

                  (i) Transfer of Global Security. A Global Security may
      not be transferred, in whole or in part, to any person other than the
      Depositary or a nominee or any successor thereof, and no such
      transfer to any such other person may be registered; provided that
      this clause (i) shall not prohibit any transfer of a Security that is
      issued in exchange for a Global Security but is not itself a Global
      Security. No transfer of a Security to any person shall be effective
      under this Indenture or the Securities unless and until such Security
      has been registered in the name of such person. Nothing in this
      Section 2.12(a)(i) shall prohibit or render ineffective any transfer
      of a beneficial interest in a Global Security effected in accordance
      with the other provisions of this Section 2.12(a).

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

                  (A) so long as the Securities are Restricted Securities,
                  certification in the form set forth in Exhibit B-1;

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

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

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

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

            (z) to exchange such Certificated Securities for an equal
principal amount of Certificated Securities of other authorized
denominations,

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

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

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

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

                  (B) if such Certificated Securities are being transferred
                  to the Company, a certification to that effect; or

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

                  (iv) Restrictions on Transfer of a Certificated Security
      for a Beneficial Interest in a Global Security. A Certificated
      Security may not be exchanged for a beneficial interest in a Global
      Security except upon satisfaction of the requirements set forth
      below.

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

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

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

                  (b) Subject to the succeeding paragraph (c), every
Security shall be subject to the restrictions on transfer provided in the
Legend including the delivery of an opinion of counsel, if so provided.
Whenever any Restricted Security is presented or surrendered for
registration of transfer or for exchange for a Security registered in a
name other than that of the Holder, such Security must be accompanied by a
certificate in substantially the form set forth in Exhibit B-1, dated the
date of such surrender and signed by the Holder of such Security, as to
compliance with such restrictions on transfer. The Registrar shall not be
required to accept for such registration of transfer or exchange any
Security not so accompanied by a properly completed certificate.

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

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

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

                  (1)   Notwithstanding any other provisions of this
                        Indenture or the Securities, except as provided in
                        Section 2.12(a)(ii), a Global Security shall not be
                        exchanged in whole or in part for a Security
                        registered in the name of any person other than the
                        Depositary or one or more nominees thereof,
                        provided that a Global Security may be exchanged
                        for Securities registered in the names of any
                        person designated by the Depositary in the event
                        that (i) the Depositary has notified the Company
                        that it is unwilling or unable to continue as
                        Depositary for such Global Security or such
                        Depositary has ceased to be a "clearing agency"
                        registered under the Exchange Act, and a successor
                        Depositary is not appointed by the Company within
                        90 days or (ii) an Event of Default has occurred
                        and is continuing with respect to the Securities.
                        Any Global Security exchanged pursuant to clause
                        (i) above shall be so exchanged in whole and not in
                        part, and any Global Security exchanged pursuant to
                        clause (ii) above may be exchanged in whole or from
                        time to time in part as directed by the Depositary.
                        Any Security issued in exchange for a Global
                        Security or any portion thereof shall be a Global
                        Security; provided that any such Security so issued
                        that is registered in the name of a person other
                        than the Depositary or a nominee thereof shall not
                        be a Global Security.

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

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

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

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

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

                  Section 2.14 Ranking. The Indebtedness of the Company
arising under or in connection with this Indenture and every outstanding
Security issued under this Indenture from time to time constitutes and will
constitute a senior unsecured obligation of the Company, ranking equally
with other existing and future senior unsecured Indebtedness of the Company
and ranking senior to any future subordinated Indebtedness of the Company.

                                ARTICLE III

                          REDEMPTION AND PURCHASES

                  Section 3.1 Company's Right to Redeem; Notices to
Trustee. The Company, at its option, may redeem the Securities in
accordance with the provisions of Paragraph 5 of the Securities. If the
Company elects to redeem Securities pursuant to Paragraph 5 of the
Securities, it shall notify the Trustee in writing of the Redemption Date,
the principal amount of Securities to be redeemed and the Redemption Price.

                  The Company shall give the notice to the Trustee provided
for in Section 3.3 by a Company Order, at least 45 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee).

                  Section 3.2 Selection of Securities to Be Redeemed. If
less than all the Securities are to be redeemed, unless the procedures of
the Depositary provide otherwise, the Trustee shall select the Securities
to be redeemed by lot, on a pro rata basis or by another method the Trustee
considers fair and appropriate (so long as such method is not prohibited by
the rules of any stock exchange on which the Securities are then listed).
The Trustee shall make the selection at least 35 days but not more than 60
days before the Redemption Date from outstanding Securities not previously
called for redemption. The Trustee may select for redemption portions of
the principal amount of Securities that have denominations larger than
$1,000.

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

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

                  Section 3.3 Notice of Redemption. At least 30 days but
not more than 60 days before a Redemption Date, the Company shall mail a
notice of redemption by first-class mail, postage prepaid, to each Holder
of Securities to be redeemed.

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

                  (1)   the Redemption Date;

                  (2)   the Redemption Price;

                  (3)   the Conversion Rate;

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

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

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

                  (7)   that Securities called for redemption must be
                        surrendered to the Paying Agent at least two (2)
                        Business Days prior to the Redemption Date to
                        collect the Redemption Price;

                  (8)   if fewer than all of the outstanding Securities are
                        to be redeemed, the certificate numbers, if any,
                        and principal amounts of the particular Securities
                        to be redeemed;

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

                  (10)  the CUSIP number(s) of the Securities.

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

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

                  Section 3.5 Deposit of Redemption Price. Prior to 10:00
a.m. (New York City time), on the Redemption Date, the Company shall
deposit with the Paying Agent (or if the Company or a Subsidiary or an
Affiliate of either of them is the Paying Agent, shall segregate and hold
in trust) money sufficient to pay the Redemption Price of all Securities to
be redeemed on that date other than Securities or portions of Securities
called for redemption which on or prior thereto have been delivered by the
Company to the Trustee for cancellation or have been converted. The Paying
Agent shall as promptly as practicable return to the Company any money not
required for that purpose because of conversion of Securities pursuant to
Article X. If such money is then held by the Company in trust and is not
required for such purpose it shall be discharged from such trust.

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

                  Section 3.7 Purchase of Securities by the Company at
Option of the Holder. (a) General. Securities shall be purchased by the
Company pursuant to Paragraph 6 of the Securities at the option of the
Holder on November 27, 2004, and November 27, 2008 (each, a "Purchase
Date"), at the Accreted Value plus accrued and unpaid cash interest, if
any, on such Purchase Date (the "Purchase Price"). Purchases of Securities
hereunder shall be made, at the option of the Holder thereof, upon:

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

                        (A)   the certificate number of the Security which
                              the Holder will deliver to be purchased or
                              the appropriate Depositary procedures if
                              Certificated Securities have not been issued,

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

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

                        (D)   in the event the Company elects, pursuant to
                              Section 3.7(b), to pay the Purchase Price, in
                              whole or in part, in shares of Common Stock
                              but such portion of the Purchase Price shall
                              ultimately be paid to such Holder entirely in
                              cash because any of the conditions to payment
                              of the Purchase Price in shares of Common
                              Stock is not satisfied prior to the close of
                              business on the last Business Day prior to
                              the relevant Purchase Date, as set forth in
                              Section 3.7(d), whether such Holder elects
                              (i) to withdraw such Purchase Notice as to
                              some or all of the Securities to which such
                              Purchase Notice relates (stating the
                              principal amount and certificate numbers, if
                              any, of the Securities as to which such
                              withdrawal shall relate), or (ii) to receive
                              cash in respect of the entire Purchase Price
                              for all Securities (or portions thereof) to
                              which such Purchase Notice relates; and

                  (2)   delivery of such Security to the Paying Agent prior
                        to, on or after the Purchase Date (together with
                        all necessary endorsements) at the offices of the
                        Paying Agent, such delivery being a condition to
                        receipt by the Holder of the Purchase Price
                        therefor; provided, however, that such Purchase
                        Price shall be so paid pursuant to this Section 3.7
                        only if the Security so delivered to the Paying
                        Agent shall conform in all respects to the
                        description thereof in the related Purchase Notice,
                        as determined by the Company.

                  If a Holder, in such Holder's Purchase Notice and in any
written notice of withdrawal delivered by such Holder pursuant to the terms
of Section 3.9, fails to indicate such Holder's choice with respect to the
election set forth in clause (D) of Section 3.7(a)(1), such Holder shall be
deemed to have elected to receive cash in respect of the entire Purchase
Price for all Securities subject to such Purchase Notice in the
circumstances set forth in such clause (D).

                  The Company shall purchase from the Holder thereof,
pursuant to this Section 3.7, a portion of a Security, only if the
principal amount of such portion is $1,000 or an integral multiple of
$1,000. Provisions of this Indenture that apply to the purchase of all of a
Security also apply to the purchase of such portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.7 shall be consummated by the delivery of the
consideration to be received by the Holder promptly following the later of
the Purchase Date and the time of delivery of the Security.

                  Notwithstanding anything herein to the contrary, any
Holder delivering to the Paying Agent the Purchase Notice contemplated by
this Section 3.7(a) shall have the right to withdraw such Purchase Notice
at any time prior to the close of business on the last Business Day prior
to the Purchase Date by delivery of a written notice of withdrawal to the
Paying Agent in accordance with Section 3.9.

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

                  (b) Company's Right to Elect Manner of Payment of
Purchase Price for Payment. The Securities to be purchased on any Purchase
Date pursuant to Section 3.7(a) may be paid for, in whole or in part, at
the election of the Company, in U.S. legal tender ("cash") or shares of
Common Stock, or in any combination of cash and shares of Common Stock,
subject to the conditions set forth in Sections 3.7(c) and (d). The Company
shall designate, in the Company Notice delivered pursuant to Section
3.7(e), whether the Company will purchase the Securities for cash or shares
of Common Stock, or, if a combination thereof, the percentages of the
Purchase Price of Securities in respect of which it will pay in cash or
shares of Common Stock; provided that the Company will pay cash for
fractional interests in shares of Common Stock. For purposes of determining
the existence of potential fractional interests, all Securities subject to
purchase by the Company held by a Holder shall be considered together (no
matter how many separate certificates are to be presented). Each Holder
whose Securities are purchased pursuant to this Section 3.7 shall receive
the same percentage of cash or shares of Common Stock in payment of the
Purchase Price for such Securities, except (i) as provided in Section
3.7(d) with regard to the payment of cash in lieu of fractional shares of
Common Stock and (ii) in the event that the Company is unable to purchase
the Securities of a Holder or Holders for shares of Common Stock because
any necessary qualifications or registrations of the shares of Common Stock
under applicable state securities laws cannot be obtained, the Company may
purchase the Securities of such Holder or Holders for cash. The Company may
not change its election with respect to the consideration (or components or
percentages of components thereof) to be paid once the Company has given
its Company Notice to Holders except pursuant to this Section 3.7(b) or
pursuant to Section 3.7(d) in the event of a failure to satisfy, prior to
the close of business on the last Business Day prior to the Purchase Date,
any condition to the payment of the Purchase Price, in whole or in part, in
shares of Common Stock.

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

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

            (ii) the information required by Section 3.7(e) in the Company
      Notice,

            (iii) if the Company elects to pay the Purchase Price, or a
      specified percentage thereof, in shares of Common Stock, that the
      conditions to such manner of payment set forth in Section 3.7(d) have
      been or will be complied with,

            (iv) whether the Company desires the Trustee to give the
      Company Notice required by Section 3.7(e), and

            (v) the principal amount of the Securities plus accrued and
      unpaid interest.

                  (c) Purchase with Cash. At the option of the Company, the
Purchase Price of Securities in respect of which a Purchase Notice pursuant
to Section 3.7(a) has been given, or a specified percentage thereof, may be
paid by the Company with cash equal to the aggregate Purchase Price of such
Securities, except that accrued and unpaid cash interest must be paid in
cash. The Company Notice, as provided in Section 3.7(e), shall be sent to
Holders (and to beneficial owners as required by applicable law) not less
than 20 Business Days prior to such Purchase Date (the "Company Notice
Date").

                  (d) Payment by Issuance of shares of Common Stock. At the
option of the Company, the Purchase Price of Securities in respect of which
a Purchase Notice pursuant to Section 3.7(a) has been given, or a specified
percentage thereof, may be paid by the Company by the issuance of a number
of shares of Common Stock equal to the quotient obtained by dividing (i)
the portion of the Purchase Price to be paid in shares of Common Stock by
(ii) the Market Price of one share of Common Stock as determined by the
Company in the Company Notice, subject to the next succeeding paragraph.

                  The Company will not issue fractional shares of Common
Stock in payment of the Purchase Price. Instead, the Company will pay cash
based on the current Market Price for all fractional shares. It is
understood that if a Holder elects to have more than one Security
purchased, the number of shares of Common Stock shall be based on the
aggregate amount of Securities to be purchased.

                  If the Company elects to purchase the Securities by the
issuance of shares of Common Stock, the Company Notice, as provided in
Section 3.7(e), shall be sent to the Holders (and to beneficial owners as
required by applicable law) not later than the Company Notice Date.

                  The Company's right to exercise its election to purchase
Securities through the issuance of shares of Common Stock shall be
conditioned upon:

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

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

            (iii) the listing of such shares of Common Stock on the
      principal national securities exchange (currently the NYSE) or other
      principal exchange or market on which the shares of Common Stock are
      listed or traded;

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

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

                  Such Officers' Certificate shall also set forth the
number of shares of Common Stock to be issued for each $1,000 principal
amount of Securities and the Sale Price of a share of Common Stock on each
trading day during the period commencing on the first trading day of the
period during which the Market Price is calculated and ending on the third
trading day prior to the applicable Purchase Date. The Company may pay the
Purchase Price (or any portion thereof) in shares of Common Stock only if
the information necessary to calculate the Market Price is published in a
daily newspaper of national circulation. If the foregoing conditions are
not satisfied with respect to a Holder or Holders prior to the close of
business on the last Business Day prior to the Purchase Date, and the
Company has elected to purchase the Securities pursuant to this Section 3.7
through the issuance of shares of Common Stock, the Company shall pay the
entire Purchase Price of the Securities of such Holder or Holders in cash.

                  The "Market Price" means the average of the Sale Prices
of the shares of Common Stock for the five trading day period ending on the
third Business Day prior to the applicable Purchase Date (if the third
Business Day prior to the applicable Purchase Date is a trading day, or if
not, then on the last trading day prior to the third Business Day),
appropriately adjusted to take into account the occurrence, during the
period commencing on the first of the trading days during the five trading
day period and ending on the Purchase Date, of any event described in
Sections 10.6, 10.7, 10.8 or 10.9; subject, however, to the conditions set
forth in Sections 10.10 and 10.11.

                  The "Sale Price" of the shares of Common Stock on any
date means the closing per share sale price (or, if no closing sale price
is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average asked prices)
on such date as reported on the NYSE or, if the shares of Common Stock are
not listed on the NYSE, as reported by the Nasdaq system. In the absence of
such quotations, the Company shall be entitled to determine the sales price
on the basis of such quotations as it considers appropriate.

                  Upon determination of the actual number of shares of
Common Stock to be issued upon redemption of Securities, the Company will
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News containing this information or publish the information on the
Company's Web site or through such other public medium as the Company may
use at that time.

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

                  In the event the Company has elected to pay the Purchase
Price (or a specified percentage thereof) with shares of Common Stock, the
Company Notice shall:

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

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

                  (3)   state that because the Market Price of shares of
                        Common Stock will be determined prior to the
                        Purchase Date, Holders of the Securities will bear
                        the market risk with respect to the value of the
                        shares of Common Stock to be received from the date
                        such Market Price is determined to the Purchase
                        Date.

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

            (i) the Purchase Price and the Conversion Rate;

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

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

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

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

                  (vi) the procedures the Holder must follow to exercise
      its put rights under this Section 3.7 and a brief description of
      those rights;

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

                  (viii) the procedures for withdrawing a Purchase Notice
      (including, without limitation, for a conditional withdrawal pursuant
      to the terms of Section 3.7(a)(1)(D) or Section 3.9);

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

                  (x) the CUSIP number of the Securities.

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

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

                  (g) Procedure upon Purchase. The Company shall deposit
cash (in respect of a cash purchases under this Section 3.7 or for
fractional interests, as applicable) or shares of Common Stock, or a
combination thereof, as applicable, at the time and in the manner as
provided in Section 3.10, sufficient to pay the aggregate Purchase Price of
all Securities to be purchased pursuant to this Section 3.7. As soon as
practicable after the Purchase Date, the Company shall deliver to each
Holder entitled to receive shares of Common Stock through the Paying Agent,
a certificate for the number of full shares of Common Stock issuable in
payment of the Purchase Price and cash in lieu of any fractional interests.
The person in whose name the certificate for the shares of Common Stock is
registered shall be treated as a holder of record of Common Stock on the
Business Day following the Purchase Date. Subject to Section 3.7(d), no
payment or adjustment will be made for dividends on the shares of Common
Stock the record date for which occurred on or prior to the Purchase Date.

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

                  Section 3.8 Purchase of Securities at Option of the
Holder upon a Change in Control. (a) If a Change in Control occurs, the
Securities not previously purchased by the Company shall be purchased by
the Company, at the option of the Holder thereof, at a purchase price
specified in Paragraph 6 of the Securities (the "Change in Control Purchase
Price"), as of the date that is 45 days after the date of the Change in
Control Notice delivered by the Company (the "Change in Control Purchase
Date"), subject to satisfaction by or on behalf of the Holder of the
requirements set forth in Section 3.8(c).

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

                  (i) any person, including any syndicate or group deemed
      to be a "person" under Section 13(d)(3) of the Exchange Act, acquires
      beneficial ownership, directly or indirectly, through a purchase,
      merger or other acquisition transaction or series of transactions, of
      shares of the Company's Capital Stock entitling the person to
      exercise 50% or more of the total voting power of all shares of the
      Company's Capital Stock that are entitled to vote generally in
      elections of directors, other than an acquisition by the Company, any
      of the Company's Subsidiaries or any of the Company's employee
      benefit plans; or

                  (ii) the Company merges or consolidates with or into any
      other person, any merger of another person into the Company, or the
      Company conveys, sells, transfers or leases all or substantially all
      of its assets to another person, other than any transaction: (A) that
      does not result in any reclassification, conversion, exchange or
      cancellation of outstanding shares of the Company's Capital Stock, or
      (B) pursuant to which the holders of the Company's Common Stock
      immediately prior to the transaction have the entitlement to
      exercise, directly or indirectly, 50% or more of the total voting
      power of all shares of Capital Stock entitled to vote generally in
      the election of directors of the continuing or surviving corporation
      immediately after the transaction, or (C) which is effected solely to
      change the Company's jurisdiction of incorporation and results in a
      reclassification, conversion or exchange of outstanding shares of the
      Company's Common Stock solely into shares of common stock of the
      surviving entity.

Notwithstanding the foregoing provisions of this Section 3.8, a Change in
Control shall not be deemed to have occurred if (A) the closing price per
share of Common Stock on the NYSE for any five NYSE trading days within the
period of 10 consecutive NYSE trading days ending immediately after the
later of a Change in Control or the public announcement of a Change in
Control, in the case of a Change in Control relating to an acquisition of
Capital Stock, or the period of 10 consecutive NYSE trading days ending
immediately before a Change in Control, in the case of a Change in Control
relating to a merger, consolidation or asset sale, equals or exceeds 105%
of the conversion price of the Securities in effect on each of those NYSE
trading days or (B) all of the consideration (excluding cash payments for
fractional shares and cash payments made pursuant to dissenters' appraisal
rights) in a merger or consolidation otherwise constituting a Change in
Control under clause (i) and/or clause (ii) above consists of shares of
common stock traded on a national securities exchange or quoted on the
Nasdaq National Market (or will be so traded or quoted immediately
following the merger or consolidation) and as a result of the merger or
consolidation the Securities become convertible into such common stock. For
purposes of this Section 3.8, (x) the conversion price is equal to the
Accreted Value of a Security divided by the Conversion Rate, (y) whether a
person is a "beneficial owner" shall be determined in accordance with Rule
13d-3 under the Exchange Act and (z) "person" includes any syndicate or
group that would be deemed to be a "person" under Section 13(d)(3) of the
Exchange Act.

                  (b) No later than 30 days after the occurrence of a
Change in Control, the Company shall mail a written notice of the Change in
Control by first-class mail to the Trustee and to each Holder (and to
beneficial owners as required by applicable law). The notice shall include
a form of Change in Control Purchase Notice to be completed by the Holder
and shall state:

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

                  (2)   the date by which the Change in Control Purchase
                        Notice pursuant to this Section 3.8 must be given;

                  (3)   the Change in Control Purchase Date;

                  (4)   the Change in Control Purchase Price;

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

                  (6)   the Conversion Rate and any adjustments thereto;

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

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

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

                  (10)  briefly, the procedures the Holder must follow to
                        exercise rights under this Section 3.10;

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

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

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

                  (14)  the CUSIP number(s) of the Securities.

                  (c) A Holder may exercise its rights specified in Section
3.8(a) upon delivery of an irrevocable written notice of purchase (a
"Change in Control Purchase Notice") to the Paying Agent at any time on or
prior to the 30th day after the date the Company delivers its written
Change in Control Purchase Notice, stating:

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

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

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

                  The delivery of such Security to the Paying Agent with
the Change in Control Purchase Notice (together with all necessary
endorsements) at the offices of the Paying Agent shall be a condition to
the receipt by the Holder of the Change in Control Purchase Price therefor;
provided, however, that such Change in Control Purchase Price shall be so
paid pursuant to this Section 3.8 only if the Security so delivered to the
Paying Agent shall conform in all respects to the description thereof set
forth in the related Change in Control Purchase Notice.

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

                  Any purchase by the Company contemplated pursuant to the
provisions of this Section 3.8 shall be consummated by the delivery of the
consideration to be received by the Holder on the Change in Control
Purchase Date.

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

                  Section 3.9 Effect of Purchase Notice or Change in
Control Purchase Notice. Upon receipt by the Paying Agent of the Purchase
Notice or the Change in Control Purchase Notice specified in Section 3.7(a)
or Section 3.8(c), as applicable, the Holder of the Security in respect of
which such Purchase Notice or Change in Control Purchase Notice, as the
case may be, was given shall (unless such Purchase Notice or Change in
Control Purchase Notice, as the case may be, is withdrawn as specified in
the following two paragraphs) thereafter be entitled to receive solely the
Purchase Price or the Change in Control Purchase Price, as the case may be,
with respect to such Security. Such Purchase Price or Change in Control
Purchase Price shall be paid to such Holder, subject to receipts of funds
and/or securities by the Paying Agent, promptly following the later of (x)
the Purchase Date or the Change in Control Purchase Date, as the case may
be, with respect to such Security (provided the conditions in Section
3.7(a) or Section 3.8(c), as applicable, have been satisfied) and (y) the
time of delivery of such Security to the Paying Agent by the Holder thereof
in the manner required by Section 3.7(a) or Section 3.8(c), as applicable.
Securities in respect of which a Purchase Notice or Change in Control
Purchase Notice has been given by the Holder thereof may not be converted
pursuant to Article X hereof on or after the date of the delivery of such
Purchase Notice or Change in Control Purchase Notice unless such Purchase
Notice or Change in Control Purchase Notice has first been validly
withdrawn as specified in the following two paragraphs.

                  A Purchase Notice may be withdrawn by means of a written
notice of withdrawal delivered to the office of the Paying Agent in
accordance with the Purchase Notice at any time prior to the close of
business on the last Business Day prior to the Purchase Date specifying:

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

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

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

                  A written notice of withdrawal of a Purchase Notice may
be in the form set forth in the preceding paragraph or may be in the form
of (i) a conditional withdrawal contained in a Purchase Notice pursuant to
the terms of Section 3.7(a)(1)(D) or (ii) a conditional withdrawal
containing the information set forth in Section 3.7(a)(1)(D) and the
preceding paragraph and contained in a written notice of withdrawal
delivered to the Paying Agent as set forth in the preceding paragraph.

                  There shall be no purchase of any Securities pursuant to
Section 3.7 or 3.8 if there has occurred (prior to, on or after, as the
case may be, the giving, by the Holders of such Securities, of the required
Purchase Notice or Change in Control Purchase Notice, as the case may be)
and is continuing an Event of Default (other than a default in the payment
of the Purchase Price or Change in Control Purchase Price, as the case may
be, with respect to such Securities). The Paying Agent will promptly return
to the respective Holders thereof any Securities (x) with respect to which
a Purchase Notice or Change in Control Purchase Notice, as the case may be,
has been withdrawn in compliance with this Indenture, or (y) held by it
during the continuance of an Event of Default (other than a default in the
payment of the Purchase Price or Change in Control Purchase Price, as the
case may be, with respect to such Securities) in which case, upon such
return, the Purchase Notice or Change in Control Purchase Notice with
respect thereto shall be deemed to have been withdrawn.

                  Section 3.10 Deposit of Purchase Price or Change in
Control Purchase Price. Prior to 10:00 a.m. (local time in the City of New
York) on the Business Day following the Purchase Date or the Change in
Control Purchase Date, as the case may be, the Company shall deposit with
the Trustee or with the Paying Agent (or, if the Company or a Subsidiary or
an Affiliate of either of them is acting as the Paying Agent, shall
segregate and hold in trust as provided in Section 2.4) an amount of cash
(in immediately available funds if deposited on such Business Day) or
Common Stock, if permitted hereunder, sufficient to pay the aggregate
Purchase Price or Change in Control Purchase Price, as the case may be, of
all the Securities or portions thereof which are to be purchased as of the
Purchase Date or Change in Control Purchase Date, as the case may be.

                  Section 3.11 Securities Purchased in Part. Any
Certificated Security which is to be purchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder's attorney duly authorized in
writing) and the Company shall execute and the Trustee shall authenticate
and deliver to the Holder of such Security, without service charge, a new
Security or Securities, of any authorized denomination as requested by such
Holder in aggregate principal amount equal to, and in exchange for, the
portion of the principal amount of the Security so surrendered which is not
purchased.

                  Section 3.12 Covenant to Comply With Securities Laws Upon
Purchase of Securities. When complying with the provisions of Section 3.7
or 3.8 hereof (provided that such offer or purchase constitutes an "issuer
tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the
time of such offer or purchase), the Company shall (i) comply with Rule
13e- 4 and Rule 14e-1 (or any successor provision) under the Exchange Act,
(ii) file the related Schedule TO (or any successor schedule, form or
report) under the Exchange Act, and (iii) otherwise comply with all Federal
and state securities laws so as to permit the rights and obligations under
Sections 3.7 and 3.8 to be exercised in the time and in the manner
specified in Sections 3.7 and 3.8.

                  Section 3.13 Repayment to the Company. The Trustee and
the Paying Agent shall return to the Company any cash or shares of Common
Stock that remain unclaimed as provided in Paragraph 12 of the Securities,
together with interest or dividends, if any, thereon (subject to the
provisions of Section 7.1(f)), held by them for the payment of the Purchase
Price or Change in Control Purchase Price, as the case may be; provided,
however, that to the extent that the aggregate amount of cash or shares of
Common Stock deposited by the Company pursuant to Section 3.10 exceeds the
aggregate Purchase Price or Change in Control Purchase Price, as the case
may be, of the Securities or portions thereof which the Company is
obligated to purchase as of the Purchase Date or Change in Control Purchase
Date, as the case may be, then, unless otherwise agreed in writing with the
Company, promptly after the Business Day following the Purchase Date or
Change in Control Purchase Date, as the case may be, the Trustee shall
return any such excess to the Company together with interest or dividends,
if any, thereon (subject to the provisions of Section 7.1(f)).

                                ARTICLE IV

                                 COVENANTS

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

                  Section 4.2 SEC and Other Reports. The Company shall file
with the Trustee, within 15 days after it files such annual and quarterly
reports, information, documents and other reports with the SEC, copies of
its annual report and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) which the Company is required to file with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. In the event the
Company is at any time no longer subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act, it shall continue to provide the
Trustee with reports containing substantially the same information as would
have been required to be filed with the SEC had the Company continued to
have been subject to such reporting requirements. In such event, such
reports shall be provided at the times the Company would have been required
to provide reports had it continued to have been subject to such reporting
requirements. The Company also shall comply with the other provisions of
TIA Section 314(a). Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely conclusively on Officers' Certificates).

                  Section 4.3 Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of
the Company (beginning with the fiscal year ending on December 31, 2001) an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof, the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have
knowledge.

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

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

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

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

                  Section 4.7 Calculation of Original Issue Discount. The
Company and the Trustee on behalf of the Holders agree (i) that for United
States federal income tax purposes the Securities will be treated as
indebtedness subject to the Treasury regulations governing contingent
payment debt instruments, (ii) that the Holders will report original issue
discount and interest on the Securities in accordance with the Company's
determination of both the "comparable yield" and the "projected payment
schedule" and (iii) to be bound by the Company's application of the
Treasury regulations that govern contingent payment debt instruments. For
this purpose, the "comparable yield" for the Securities is 9.29% compounded
semi-annually and the "projected payment schedule" is attached as Schedule
A hereto. The Company shall file with the Trustee no later than the end of
each calendar year or at any other time as the Trustee may request (i) a
written notice specifying the amount of original issue discount (including
daily rates and accrual periods) accrued on outstanding Securities as of
the end of such year and (ii) such other specific information relating to
such original issue discount as may then be relevant under the Internal
Revenue Code of 1986, as amended from time to time.


                                 ARTICLE V

                           SUCCESSOR CORPORATION

                  Section 5.1 When Company May Merge or Transfer Assets.
The Company shall not (1) consolidate with or merge with or into any other
person or convey, transfer, sell or lease its properties and assets
substantially as an entirety to any person, (2) permit any person to
consolidate with or merge into the Company or (3) permit any person to
convey, transfer, sell or lease that person's properties or assets
substantially as an entirety to the Company, unless:

                  (a) in the case of (1) or (2) above, either (1) the
Company is the surviving corporation or (2) if the Company no longer
exists, the person formed by such consolidation or into which the Company
is merged or the person which acquires by conveyance, transfer lease, or
sale the properties and assets of the Company (i) shall be a corporation,
limited liability company, partnership or trust organized and validly
existing under the laws of the United States, any State thereof or the
District of Columbia and (ii) shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all of the obligations of the
Company under the Securities and this Indenture;

                  (b) in the case of (1), (2) or (3) above, immediately
after giving effect to such transaction, no Event of Default, and no event
that, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing; and

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

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

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


                                ARTICLE VI

                           DEFAULTS AND REMEDIES

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

                  (1)   the Company defaults in the payment of the Accreted
                        Value (including any interest payable pursuant to
                        an Upward Interest Adjustment, other than the
                        portion of such interest payable as cash interest),
                        if any, Redemption Price, Purchase Price or Change
                        in Control Purchase Price on any Security when the
                        same becomes due and payable at its Stated
                        Maturity, upon redemption, upon declaration, when
                        due for purchase by the Company or otherwise;

                  (2)   the Company defaults in the payment of any cash
                        interest (including interest which becomes payable
                        after an Upward Interest Adjustment or any election
                        by the Company to pay cash interest on the
                        Securities following a Tax Event) when due and
                        payable, and continuance of such default for a
                        period of 30 days;

                  (3)   the Company fails to comply with any of its
                        agreements or covenants in the Securities or this
                        Indenture (other than those referred to in clause
                        (1) or (2) above) and such failure continues for 60
                        days after receipt by the Company of a Notice of
                        Default;

                  (4)   there shall have occurred either a default by the
                        Company (i) under any instrument or instruments
                        under which there is or may be secured or evidenced
                        any Indebtedness of the Company (other than the
                        Securities) having an outstanding principal amount
                        of $50,000,000 (or its foreign currency equivalent)
                        or more, individually or in the aggregate, that has
                        caused the holders thereof to declare such
                        Indebtedness to be due and payable prior to its
                        stated maturity, unless such declaration has been
                        rescinded within 30 days or (ii) in the payment
                        when due of the principal or premium, if any, of
                        any bond, debenture, note or other evidence of the
                        Company's Indebtedness, in each case for money
                        borrowed, or in the payment of principal under any
                        mortgage, indenture, agreement or instrument under
                        which there may be issued or by which there may be
                        secured or evidenced any Indebtedness of the
                        Company for money borrowed, which default for
                        payment of principal or premium, if any, is in an
                        aggregate principal amount exceeding $50,000,000
                        (or its foreign currency equivalent) when such
                        Indebtedness becomes due and payable (whether at
                        maturity, upon redemption or acceleration or
                        otherwise), if such default shall continue
                        unremedied or unwaived for more than 30 Business
                        Days after the expiration of any grace period or
                        extension of the time for payment applicable
                        thereto;

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

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

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

                  The Company shall deliver to the Trustee, within 30 days
after it becomes aware of the occurrence thereof, written notice of any
event which with the giving of notice or the lapse of time, or both, would
mature into an Event of Default under clauses (4), (5) or (6) above, its
status and what action the Company is taking or proposes to take with
respect thereto.

                  Section 6.2 Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.1(5) or (6) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at
least 25% in aggregate principal amount of the Securities at the time
outstanding by notice to the Company and the Trustee, may declare the
Accreted Value plus accrued and unpaid cash interest, if any, on all the
Securities to be immediately due and payable. Upon such a declaration, such
accelerated amount shall be due and payable immediately. If an Event of
Default specified in Section 6.1(5) or (6) occurs and is continuing, the
Accreted Value plus accrued and unpaid cash interest, if any, on all the
Securities shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Securityholders.
The Holders of a majority in aggregate principal amount of the Securities
at the time outstanding, by notice to the Trustee (and without notice to
any other Securityholder) may rescind an acceleration and its consequences
if the rescission would not conflict with any judgment or decree and if all
existing Events of Default have been cured or waived except nonpayment of
the Accreted Value plus accrued and cash unpaid interest, if any, that have
become due solely as a result of acceleration and if all amounts due to the
Trustee under Section 7.7 have been paid. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

                  Section 6.3 Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect
the payment of the Accreted Value plus accrued and unpaid cash interest, if
any, on the Securities or to enforce the performance of any provision of
the Securities or this Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (a) to file and prove a claim for the whole amount of the
principal amount, Accreted Value, Redemption Price, Purchase Price, Change
in Control Purchase Price, or interest, if any, 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
or any other amounts due the Trustee under Section 7.7) and of the Holders
allowed in such judicial proceeding, and

                  (b) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the
Holders, to pay the Trustee any amount due 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
7.7.

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

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

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

                  SECOND: to Securityholders for amounts due and unpaid on
the Securities for the Accreted Value, Redemption Price, Purchase Price,
Change in Control Purchase Price or interest, if any, as the case may be,
ratably, without preference or priority of any kind, according to such
amounts due and payable on the Securities; and

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

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

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

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


                                ARTICLE VII

                                  TRUSTEE

                  Section 7.1 Duties of Trustee

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

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

                  (1)   the Trustee need perform only those duties that are
                        specifically set forth in this Indenture and no
                        duties shall be inferred or implied; 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, but in case of any
                        such certificates or opinions which by any
                        provision hereof are specifically required to be
                        furnished to the Trustee, the Trustee shall examine
                        the certificates and opinions to determine whether
                        or not they conform to the requirements of this
                        Indenture, but need not confirm or investigate the
                        accuracy of mathematical calculations or other
                        facts stated therein. This Section 7.1(b) shall be
                        in lieu of Section 315(a) of the TIA and such
                        Section 315(a) is hereby expressly excluded from
                        this Indenture, as permitted by the TIA.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Section 7.4 Trustee's Disclaimer. The Trustee makes no
representation as to the validity or adequacy of this Indenture or the
Securities, it shall not be accountable for the Company's use or
application of the proceeds from the Securities, it shall not be
responsible for any statement in the registration statement for the
Securities under the Securities Act or in any offering document for the
Securities, the Indenture or the Securities (other than its certificate of
authentication), or the determination as to which beneficial owners are
entitled to receive any notices hereunder.

                  Section 7.5 Notice of Defaults. If a Default occurs and
if it is known to the Trustee, the Trustee shall give to each
Securityholder notice of the Default within 90 days after it occurs or, if
later, within 15 days after it is known to the Trustee, unless such Default
shall have been cured or waived before the giving of such notice.
Notwithstanding the preceding sentence, except in the case of a Default
described in Section 6.1(1) or (2), the Trustee may withhold the notice if
and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of
Securityholders. The second sentence of this Section 7.5 shall be in lieu
of the proviso to Section 315(b) of the TIA and such proviso is hereby
expressly excluded from this Indenture, as permitted by the TIA. The
Trustee shall not be deemed to have knowledge of a Default unless a
Responsible Officer of the Trustee has received written notice of such
Default.

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

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

                  Section 7.7 Compensation and Indemnity. The Company
agrees:

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

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

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

                  To secure the Company's payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, except that held in
trust to pay the principal amount, plus accrued and unpaid interest on
particular Securities.

                  The Company's payment obligations pursuant to this
Section 7.7 shall survive the discharge of this Indenture and the
resignation or removal of the Trustee. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 6.1(5) or (6), the
expenses including the reasonable charges and expenses of its counsel, are
intended to constitute expenses of administration under any Bankruptcy Law.

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

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

                  (2)   the Trustee is adjudged bankrupt or insolvent;

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

                  (4)   the Trustee otherwise becomes incapable of acting.

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

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

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

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

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

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

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


                               ARTICLE VIII

                           DISCHARGE OF INDENTURE

                  Section 8.1 Discharge of Liability on Securities. When
(i) the Company delivers to the Trustee all outstanding Securities (other
than Securities replaced or repaid pursuant to Section 2.7) for
cancellation or (ii) all outstanding Securities have become due and payable
and the Company deposits with the Trustee cash (and, as permitted by this
Indenture, shares of Common Stock) sufficient to pay all amounts due and
owing on all outstanding Securities (other than Securities replaced
pursuant to Section 2.7), and if in either case the Company pays all other
sums payable hereunder by the Company, then this Indenture shall, subject
to Section 7.7, cease to be of further effect. The Trustee shall join in
the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and Opinion of Counsel and at the
cost and expense of the Company.

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


                                ARTICLE IX

                                 AMENDMENTS

                  Section 9.1 Without Consent of Holders. The Company and
the Trustee may amend this Indenture or the Securities without the consent
of any Securityholder:

                  (1)   to cure any ambiguity, omission, defect or
                        inconsistency provided that such modification or
                        amendment does not, in the good faith opinion of
                        the Company's Board of Directors, adversely affect
                        the interests of the holders of the Securities in
                        any material respect;

                  (2)   to make any modifications or amendments that do
                        not, in the good faith opinion of the Company's
                        Board of Directors, adversely affect the interests
                        of the holders of the Securities in any material
                        respect;

                  (3)   to comply with Article 5;

                  (4)   to secure the Company's obligations or add any
                        guarantee under the Securities and this Indenture;

                  (5)   to add Events of Default with respect to the
                        Securities;

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

                  (7)   to make any change necessary for the registration
                        of the Securities under the Securities Act or to
                        comply with the TIA, or any amendment thereto, or
                        to comply with any requirement of the SEC in
                        connection with the qualification of the Indenture
                        under the TIA, provided that such modification or
                        amendment does not, in the good faith opinion of
                        the Company's Board of Directors, adversely affect
                        the interests of the holders of the Securities in
                        any material respect; or

                  (8)   to provide for uncertificated Securities in
                        addition to or in place of certificated Securities
                        or to provide for bearer Securities.

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

                  (1)   reduce the interest rate or the rate of accrual
                        upon an Upward Interest Adjustment referred to in
                        paragraph 1 of the Securities or change the time
                        for payment of interest thereon;

                  (2)   reduce the principal amount of or change the Stated
                        Maturity of any Security;

                  (3)   reduce the calculation of the value of the Common
                        Stock to which reference is made in determining
                        whether an Upward Interest Adjustment will be made
                        on the Securities, or change the method by which
                        this value is calculated;

                  (4)   reduce the Redemption Price, Purchase Price or
                        Change in Control Purchase Price of any Security or
                        change the time at which the Securities may be
                        redeemed or repurchased;

                  (5)   make any payments on the Securities payable in
                        currency or securities other than as stated in the
                        Security;

                  (6)   make any change in the percentage of the principal
                        amount of Securities necessary to waive compliance
                        with the provisions of Section 6.4, Section 6.7 or
                        this Section 9.2, except to increase any percentage
                        set forth therein;

                  (7)   make any change that in the good faith judgment of
                        the Company's Board of Directors and the Trustee
                        adversely affects the right to convert any Security
                        in accordance with the terms thereof and this
                        Indenture;

                  (8)   make any change that in the good faith judgment of
                        the Company's Board of Directors and the Trustee
                        adversely affects the right to require the Company
                        to purchase the Securities in accordance with the
                        terms thereof and this Indenture;

                  (9)   impair a Holder's right to institute suit for the
                        enforcement of any payment on the Securities;

                  (10)  waive a continuing default or Event of Default
                        regarding any payment on the Securities; or

                  (11)  make any change that adversely effects the Holders'
                        rights under Section 3.7, Section 3.8 and Article
                        X.

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

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

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

                  Section 9.4 Revocation and Effect of Consents, Waivers
and Actions. Until an amendment, waiver or other action by Holders becomes
effective, a consent thereto by a Holder of a Security hereunder is a
continuing consent by the Holder and every subsequent Holder of that
Security or portion of the Security that evidences the same obligation as
the consenting Holder's Security, even if notation of the consent, waiver
or action is not made on the Security. However, any such Holder or
subsequent Holder may revoke the consent, waiver or action as to such
Holder's Security or portion of the Security if the Trustee receives the
notice of revocation before the date the amendment, waiver or action
becomes effective. After an amendment, waiver or action becomes effective,
it shall bind every Securityholder.

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

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

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


                                 ARTICLE X

                                CONVERSIONS

                  Section 10.1 Conversion Privilege. A Holder of a Security
may convert such Security into shares of Common Stock at any time during
the period stated in Paragraph 8 of the Securities. The number of shares of
Common Stock issuable upon conversion of a Security per $1,000 of principal
amount thereof (the "Conversion Rate") shall be that set forth in Paragraph
8 of the Securities, subject to adjustment as herein set forth. The Company
shall notify the Trustee of the date on which the Securities first become
convertible, which certificate shall set forth the calculations on which
such determination was made.

                  A Holder may convert a portion of the principal amount of
a Security if the portion converted is in a $1,000 principal amount or an
integral multiple of $1,000. Provisions of this Indenture that apply to
conversion of all of a Security also apply to conversion of a portion of a
Security.

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

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

                  Section 10.2 Conversion Procedure. To convert a Security
a Holder must satisfy the requirements in Paragraph 8 of the Securities.
The first Business Day on which the Holder satisfies all those requirements
and submits such Holder's Securities for conversion is the conversion date
(the "Conversion Date").

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

                  No payment or adjustment will be made for dividends on,
or other distributions with respect to, any shares of Common Stock except
as provided in this Article X. On conversion of a Security, except as
provided below with respect to cash interest payable on Securities or
portions thereof converted after a Regular Record Date and those called for
redemption, (x) that portion of accrued and unpaid cash interest on the
converted Securities attributable to the period from the most recent
Interest Payment Date through the Conversion Date and (y) that portion of
accrued and unpaid interest adjustment, including interest adjustment
payable in cash, shall not be cancelled, extinguished or forfeited, but
rather shall be deemed to be paid in full to the Holder thereof through
delivery of the shares of Common Stock (together with the cash payment, if
any, in lieu of fractional shares) for the Security being converted
pursuant to the provisions hereof. The Company will not adjust the
conversion rate to account for accrued interest, if any. If the Holder
converts more than one Security at the same time, the number of shares of
Common Stock issuable upon the conversion shall be based on the total
principal amount of the Securities converted.

                  The Securities or portions thereof surrendered for
conversion during the period from the close of business on any Regular
Record Date immediately preceding any Interest Payment Date to the opening
of business on such Interest Payment Date shall (unless such Securities or
portions thereof have been called for redemption on a Redemption Date
within such period) be accompanied by payment to the Company or its order,
in New York Clearing House funds or other funds acceptable to the Company,
of an amount equal to the cash interest payable on such Interest Payment
Date on the principal amount of the Securities or portions thereof being
surrendered for conversion.

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

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

                  Section 10.3 Fractional Shares. The Company will not
issue fractional shares of Common Stock upon conversion of a Security.
Instead, the Company will pay cash based on the current Market Price for
all fractional shares. The current market value of a fractional share shall
be determined, to the nearest 1/1,000th of a share, by multiplying the Sale
Price on the last trading day immediately prior to the Conversion Date, of
a full share by the fractional amount and rounding the product to the
nearest whole cent. It is understood that if a Holder elects to have more
than one Security converted, the number of shares of Common Stock shall be
based on the aggregate principal amount of Securities to be converted.

                  Section 10.4 Taxes on Conversion. If a Holder submits a
Security for conversion, the Company shall pay all stamp and all other
duties, if any, which may be imposed by the United States or any political
subdivision thereof or taxing authority thereof or therein with respect to
the issuance of shares of Common Stock upon the conversion. However, the
Holder shall pay any such tax which is due because the Holder requests the
shares to be issued in a name other than the Holder's name. The Conversion
Agent may refuse to deliver the certificates representing the shares of
Common Stock being issued in a name other than the Holder's name until the
Conversion Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder's name.
Nothing herein shall preclude any tax withholding required by law or
regulations.

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

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

                  Section 10.6 Adjustment for Change in Capital Stock

                  If, after the Issue Date of the Securities, the Company:

                  (1)   pays a dividend or makes another distribution to
                        all holders of the its Common Stock payable
                        exclusively in shares of its Common Stock;

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

                  (3)   combines the outstanding shares of its Common Stock
                        into a smaller number of shares of Common Stock; or

                  (4)   issues by reclassification of its Common Stock any
                        shares of Capital Stock,

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

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

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

                  Section 10.7 Adjustment for Rights Issue

                  Except as provided in Section 10.11, if after the Issue
Date of the Securities, the Company distributes any rights or warrants to
all holders of shares of its Common Stock entitling them to purchase, for a
period expiring within 60 days, shares of Common Stock at a price per share
less than the Average Sale Price as of the Time of Determination, unless
the Holders of Securities may participate in the distribution without
conversion on a basis and with the notice that the Company's Board of
Directors determines to be fair and appropriate, the Conversion Rate shall
be adjusted in accordance with the formula:

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

                  where:

                  R' = the adjusted Conversion Rate.

                  R = the current Conversion Rate.

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

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

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

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

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

                  (2)   the Company's debt, securities or assets or certain
                        rights, warrants or options to purchase securities
                        of the Company distributed in respect of each share
                        of Common Stock in such Section 10.8 distribution.

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

                  "Average Sale Price" means the average of the Sales
Prices of the shares of Common Stock for the shorter of:

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

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

                  (iii) the period, if any, (x) commencing on the date next
      succeeding the Ex-Dividend Time with respect to the next preceding
      (a) issuance of rights, warrants or options or (b) distribution, in
      each case, for which an adjustment is required by the provisions of
      Section 10.7, 10.8 or 10.9 and (y) proceeding through the last full
      trading day prior to the Time of Determination with respect to the
      rights, warrants or options or distribution in respect of which the
      Average Sale Price is being calculated (excluding days within such
      period, if any, which are not trading days).

                  In the event that the Ex-Dividend Time (or in the case of
a subdivision, combination or reclassification, the effective date with
respect thereto) with respect to a dividend, subdivision, or combination or
reclassification to which Section 10.6(1), (2), (3) or (4) applies occurs
during the period applicable for calculating "Average Sale Price" pursuant
to the definition in the preceding sentence, "Average Sale Price" shall be
calculated for such period in a manner determined by the Board of Directors
of the Company to reflect the impact of such dividend, subdivision,
combination or reclassification on the Sales Price of the shares of Common
Stock during such period.

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

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

                  Section 10.8 Adjustment for Other Distributions

                  Except as provided in Section 10.11, if, after the Issue
Date of the Securities, the Company distributes to all holders of its
shares of Common Stock any of its debt, securities or assets or any rights,
warrants or options to purchase securities of the Company (including
securities or cash, but excluding (x) distributions of Capital Stock
referred to in Section 10.6 and distributions of rights, warrants or
options referred to in Section 10.7 and (y) payments made to redeem rights
issued under any present or future rights agreement of the Company and (z)
cash dividends or other cash distributions that do not exceed the per share
amount of the immediately preceding regular cash dividend on the Common
Stock and other cash dividends or distributions unless such other cash
dividends or cash distributions are Extraordinary Cash Dividends) and
unless the Holders of Securities may participate in the distribution
without conversion, the Conversion Rate shall be adjusted, subject to the
provisions of the last paragraph of this Section 10.8, in accordance with
the formula:

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

                  where:

                  R' = the adjusted Conversion Rate.

                  R  = the current Conversion Rate.

                  M  = the Average Sale Price

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

                  In the event the Company distributes shares of Capital
Stock of a Subsidiary, the Conversion Rate will be adjusted, if at all,
based on the market value of the Subsidiary stock so distributed relative
to the market value of the Common Stock, as discussed below. The Board of
Directors of the Company shall determine fair market values for the
purposes of this Section 10.8, except that in respect of a dividend or
other distribution of shares of Capital Stock of any class or series, or
similar equity interests, of or relating to a Subsidiary or other business
unit of the Company (a "Spin-off"), the fair market value of the securities
to be distributed shall equal the average of the daily Sales Prices of
those securities for the five consecutive trading days commencing on and
including the sixth day of trading of those securities after the
effectiveness of the Spin-off and the average of the Sales Prices shall
mean the average Sales Prices for the Company's Common Stock for the same
five trading days. In the event, however, that an underwritten initial
public offering of the securities in the Spin-off occurs simultaneously
with the Spin-off, fair market value of the securities distributed in the
Spin-off shall mean the initial public offering price of such securities
and the Average Sale Price, for purposes of this sentence, shall mean the
Sales Price for the Company's Common Stock on the same trading day.

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

                  For purposes of this Section 10.8, the term
"Extraordinary Cash Dividend" shall mean all all-cash distributions to all
or substantially all holders of the Company's Common Stock made within the
365 days preceding the Time of Determination (or the period from November
27, 2001 to the Time of Determination if such period is shorter than 365
days) not triggering a Conversion Rate adjustment (other than payments made
to redeem rights issued under any present or future rights agreement of the
Company and cash dividends or other cash distributions that do not exceed
the per share amount of the immediately preceding regular cash dividend on
the Common Stock), to the extent such aggregate amount exceeds an amount
equal to 10% of the Sale Price of the Company's Common Stock on the
Business Day immediately preceding the day on which the Company declares
the distribution times the number of shares of Common Stock outstanding on
such day.

                  If, upon the date prior to the Ex-Dividend Time with
respect to a cash dividend on the shares of Common Stock, the aggregate
amount of such cash dividend together with the amounts of all cash
dividends and distributions referred to in the definition of Extraordinary
Cash Dividend gives rise to an adjustment of the Conversion Rate, then such
cash dividend together with all such other cash dividends and distributions
shall, for purposes of applying the formula set forth above in this Section
10.8, cause the value of "F" to equal (y) the aggregate amount of such cash
dividend and other cash dividends and distributions, minus (z) the
aggregate amount of all cash dividends or other cash distributions during
the preceding 365 days for which an adjustment in the Conversion Rate was
previously made.

                  In the event that, with respect to any distribution to
which this Section 10.8 would otherwise apply, the difference "M-F" as
defined in the above formula is less than $1.00 or "F" is equal to or
greater than "M", then the adjustment provided by this Section 10.8 shall
not be made and in lieu thereof the provisions of Section 10.15 shall apply
to such distribution.

                  Section 10.9 Adjustment for Self Tender Offer

                  If, after the Issue Date of the Securities, the Company
or any Subsidiary of the Company pays holders of the Company's Common Stock
in respect of a tender or exchange offer, other than an odd-lot offer, by
the Company or any of its Subsidiaries for the Company's Common Stock
consideration per share of Common Stock having a fair market value, as
determined in good faith by the Board of Directors of the Company, whose
determination shall be conclusive, in excess of 110% of the Sale Price of
the Common Stock as of the first Business Day (the "Measurement Date") next
succeeding the last Business Day tenders or exchanges may be made pursuant
to the offer (the "Expiration Time"), the Conversion Rate shall be
increased so that the same shall equal the rate determined by multiplying
the Conversion Rate in effect immediately prior to the effectiveness of the
Conversion Rate adjustment contemplated by this Section 10.9 by a fraction,
the numerator of which shall be the sum of (x) the fair market value of the
aggregate consideration payable to stockholders based on the acceptance of
all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time up to the maximum specified in the tender or exchange offer
(the "Purchased Shares") and (y) the product of the number of shares of
Common Stock outstanding (less any Purchased Shares) at the Expiration Time
and the Sale Price of a share of Common Stock on the Measurement Date, and
the denominator of which shall be the number of shares of Common Stock
outstanding (including any tendered or exchanged shares) at the Expiration
Time (including the Purchased Shares) multiplied by the Sale Price of one
share of Common Stock on the Measurement Date. Such reduction shall become
effective immediately prior to the opening of business on the day following
the Measurement Date.

                  Section 10.10 When Adjustment May Be Deferred.

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

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

                  Section 10.11 When No Adjustment Required. No adjustment
to the Conversion Rate need be made as a result of:

                  (1)   (i) the issuance of the rights; (ii) the
                        distribution of separate certificates representing
                        the rights; (iii) the exercise or redemption of the
                        rights in accordance with any rights agreement; or
                        (iv) the termination or invalidation of the rights,
                        in each case, pursuant to the Company's existing
                        stockholders rights plan, as amended, modified, or
                        supplemented from time to time or any newly adopted
                        stockholders rights plans;

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

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

                  (4)   upon the issuance of any shares of Common Stock
                        pursuant to any option, warrant, right, or
                        exercisable, exchangeable or convertible security
                        outstanding as of the date the Securities were
                        first issued.

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

                  Section 10.12 Notice of Adjustment. Whenever the
Conversion Rate is adjusted, the Company shall promptly mail to Holders a
notice of the adjustment. The Company shall file with the Trustee and the
Conversion Agent such notice briefly stating the facts requiring the
adjustment and the manner of computing it. The certificate shall be
conclusive evidence that the adjustment is correct. Neither the Trustee nor
any Conversion Agent shall be under any duty or responsibility with respect
to any such certificate except to exhibit the same to any Holder desiring
inspection thereof.

                  Section 10.13 Voluntary Increase. The Company from time
to time may increase the Conversion Rate by any amount at any time for at
least 20 days, so long as the increase is irrevocable during such period.
Whenever the Conversion Rate is increased, the Company shall mail to
Securityholders and file with the Trustee and the Conversion Agent a notice
of the increase. The Company shall mail the notice at least 15 days before
the date the increased Conversion Rate takes effect. The notice shall state
the increased Conversion Rate and the period it will be in effect. A
voluntary increase of the Conversion Rate does not change or adjust the
Conversion Rate otherwise in effect for purposes of Section 10.6, 10.7 or
10.8.

                  Section 10.14 Notice of Certain Transactions. If:

                  (1)   the Company takes any action that would require an
                        adjustment in the Conversion Rate pursuant to
                        Section 10.6, 10.7, 10.8 or 10.9 (unless no
                        adjustment is to occur pursuant to Section 10.11);
                        or

                  (2)   the Company takes any action that would require a
                        supplemental indenture pursuant to Section 10.16;
                        or

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

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

                  Section 10.15 Reorganization of Company; Special
Distributions. If the Company is a party to a transaction subject to
Section 5.1 (other than a sale of all or substantially all of the assets of
the Company in a transaction in which the holders of shares of Common Stock
immediately prior to such transaction do not receive securities, cash or
other assets of the Company or any other person) or a merger or binding
share exchange which reclassifies or changes its outstanding shares of
Common Stock, the person obligated to deliver securities, cash or other
assets upon conversion of Securities shall enter into a supplemental
indenture. If the issuer of securities deliverable upon conversion of
Securities is an Affiliate of the successor Company, that issuer shall join
in the supplemental indenture.

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

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

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

                  Section 10.16 Company Determination Final. Any
determination that the Company or the Board of Directors must make pursuant
to Section 10.3, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11, 10.15 or 10.17 is
conclusive, absent manifest error.

                  Section 10.17 Trustee's Adjustment Disclaimer. The
Trustee has no duty to determine when an adjustment under this Article X
should be made, how it should be made or what it should be. The Trustee has
no duty to determine whether a supplemental indenture under Section 10.15
need be entered into or whether any provisions of any supplemental
indenture are correct. The Trustee shall not be accountable for and makes
no representation as to the validity or value of any securities or assets
issued upon conversion of Securities. The Trustee shall not be responsible
for the Company's failure to comply with this Article X. Each Conversion
Agent shall have the same protection under this Section 10.17 as the
Trustee. All calculations required under Article X shall be performed by
the Company, with notice thereof to the Trustee.

                  Section 10.18 Simultaneous Adjustments. In the event that
this Article X requires adjustments to the Conversion Rate under more than
one of Sections 10.6(4), 10.7 or 10.8, and the record dates for the
distributions giving rise to such adjustments shall occur on the same date,
then such adjustments shall be made by applying, first, the provisions of
Section 10.6, second, the provisions of Section 10.8 and, third, the
provisions of Section 10.7.

                  Section 10.19 Successive Adjustments. After an adjustment
to the Conversion Rate under this Article X, any subsequent event requiring
an adjustment under this Article X shall cause an adjustment to the
Conversion Rate as so adjusted.


                                ARTICLE XI

                               MISCELLANEOUS

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

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

         if to the Company:

         Cendant Corporation.
         9 West 57th Street, 37th Floor
         New York, New York, 10019
         Attn:  Eric J. Bock, Esq.
         Facsimile No. (212) 413-1922


         if to the Trustee:

         The Bank of Nova Scotia Trust Company of New York
         One Liberty Plaza
         New York, New York  10006

         Telephone No. (212) 635-4452
         Facsimile No. (212) 635-4165
         Attention:  Corporate Trust Administration

                  The Company or the Trustee by notice given to the other
in the manner provided above may designate additional or different
addresses for subsequent notices or communications.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Section 11.12 Multiple Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. One signed
copy is enough to prove this Indenture.


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


                                         CENDANT CORPORATION


                                         By: /s/ Eric J. Bock
                                             --------------------------------
                                             Name:  Eric J. Bock
                                             Title: Senior Vice President,
                                                    Law and Secretary


                                         THE BANK OF NOVA SCOTIA TRUST
                                         COMPANY OF NEW YORK, not in its
                                         individual capacity, but solely as
                                         Trustee hereunder


                                         By: /s/ George Timmes
                                             --------------------------------
                                             Name:  George Timmes
                                             Title: Vice President



                                                              EXHIBIT A-1


                     [FORM OF FACE OF GLOBAL SECURITY]

                  THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE
COMPANY HAS SET FORTH THE "COMPARABLE YIELD" IN SECTION 4.7 OF THE
INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED. THE HOLDER OF
THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A
WRITTEN REQUEST FOR SUCH INFORMATION TO CENDANT CORPORATION, 9 WEST 57TH
STREET. 37TH FLOOR, NEW YORK, NEW YORK, 10019 ATTENTION: INVESTOR
RELATIONS.

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

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

                  THIS SECURITY AND ANY SHARES OF COMMON STOCK ISSUABLE
UPON THE CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT
BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
CENDANT CORPORATION THAT THIS SECURITY AND ANY SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE),
(3) TO AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT (IF AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

                  THIS SECURITY, ANY SHARES OF COMMON STOCK ISSUABLE UPON
ITS CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS
OF THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE
LAW OR REGULATION (OR INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO
THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS SECURITY AND ANY SUCH SHARES OF COMMON STOCK SHALL BE DEEMED BY THE
ACCEPTANCE OF THIS SECURITY AND ANY SUCH SHARES OF COMMON STOCK TO HAVE
AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT.

                  The foregoing legend may be removed from this Security on
satisfaction of the conditions specified in the Indenture.






                            CENDANT CORPORATION

                3 7/8% Convertible Senior Debenture due 2011

No.                                                   CUSIP: 151313AM5
Issue Date:  November 27, 2001
Issue Price:  100% of principal amount

                  CENDANT CORPORATION, a Delaware corporation, promises to
pay to Cede & Co. or registered assigns, the principal amount of
[__________________] ($___________) on November 27, 2011.

                  This Security shall bear interest at a rate of 3 7/8% per
year except as specified on the other side of this Security. This Security
is convertible as specified on the other side of this Security.




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

Dated:   November 27, 2001             CENDANT CORPORATION

                                       By: __________________________________
                                       Title: _________________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK,
as Trustee, certifies that this is one of the
Securities referred to in the within-mentioned
Indenture.


By __________________________________
               Authorized Signatory

Dated: November 27, 2001





                    [FORM OF REVERSE OF GLOBAL SECURITY]

                3 7/8% Convertible Senior Debentures due 2011


1. Interest.

                  Except as provided below, this Security shall bear
interest at a rate of 3 7/8% per year subject to an Upward Interest
Adjustment (as described below) from November 27, 2001 or from the most
recent Interest Payment Date (as defined below) to which payment has been
paid or duly provided for, payable semi-annually on May 30 and November 30
of each year (each an "Interest Payment Date"), beginning May 30, 2002, to
the persons in whose names the Securities are registered at the close of
business on May 15 and November 15 (each a "Regular Record Date") (whether
or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Interest on the Securities will be computed on the basis of a
360-day year comprised of twelve 30-day months.

                  Cash interest on Securities converted after a record
date, but prior to the corresponding Interest Payment Date, will be paid to
the Holder of the Securities on the Regular Record Date but, upon
conversion, the Securities upon surrender must be accompanied by funds
equal to the amount of cash interest payable on the principal amount of the
Securities so converted. No such payment needs to be made with respect to
Securities that will be redeemed after a Regular Record Date and prior to
the corresponding Interest Payment Date.

                  If the principal amount of a Security, plus accrued and
unpaid interest or any portion thereof, is not paid when due (whether upon
acceleration pursuant to Section 6.2 of the Indenture, upon the date set
for payment of the Redemption Price pursuant to Paragraph 5 hereof, upon
the date set for payment of the Purchase Price or the Change in Control
Purchase Price pursuant to Paragraph 6 hereof, or upon the Stated Maturity
of this Security), then, in each such case, the overdue amount shall, to
the extent permitted by law, bear interest at a rate of 3 7/8% per year,
compounded semi-annually, which interest shall accrue from the date such
overdue amount was originally due to the date of payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand and shall be based on a 360-day year
comprised of twelve 30-day months.

                  Upward Interest Adjustment. The interest rate on this
Security will be 3 7/8% per year through November 27, 2004. If the average of
the Sale Prices (as defined below) of the Company's Common Stock is less
than or equal to 45% of the Accreted Conversion Price (as defined below) of
this Security for any 20 out of the last 30 trading days ending five
Business Days prior to each May 30 and November 30, as applicable,
commencing after November 27, 2004, then the interest rate on this Security
will be subject to an upward interest adjustment for the subsequent
six-month period (an "Upward Interest Adjustment"). The Upward Interest
Adjustment will result in the interest on this Security being equivalent to
the applicable Reset Rate (as defined below).

                  If an Upward Interest Adjustment is then in effect and
the average of the Sale Prices of the Company's Common Stock as of the next
May 30 or November 30, if applicable, is not less than or equal to 45% of
the Accreted Conversion Price of this Security for any 20 out of the last
30 trading days of the six-month period ending on the fifth Business Day
preceding each May 30 or November 30, as applicable, then the interest rate
on this Security will revert to 3 7/8% per year for the subsequent six-month
period (a "Downward Interest Adjustment").

                  If an Upward Interest Adjustment is in effect for a
particular six-month period, the Company will pay a portion of the Upward
Interest Adjustment as cash interest at a rate of 0.25% per year (0.125%
per six-month period) of the Accreted Value, and the remaining interest
will be accrued and payable at the Stated Maturity or earlier upon the
redemption or repurchase of the Securities. Following a Tax Event (as
defined below), the Company may elect to pay the interest entirely in cash.

                  The "applicable Reset Rate" for any six-month period in
which there is an Upward Interest Adjustment, as determined by the Reset
Rate Agent (as defined below), will be set as of the Purchase Date on which
such adjustment is required or, if the adjustment is required as of a date
that is not a Purchase Date, the immediately preceding Purchase Date, and
will be equal to the rate (the "Reference Fixed Rate") that would, in the
sole and reasonable judgment of the Reset Rate Agent, result in a trading
price of par for a hypothetical issue of senior, nonconvertible,
fixed-rate, callable (after November 27, 2004), resetable debt securities
of the Company with:

                  (i) a final maturity equal to the term from the most
         recent Purchase Date until the earlier of the next Purchase Date
         or Stated Maturity;

                  (ii) an aggregate principal amount equal to the then
         Accreted Value of the Securities; and

                  (iii) provisions that are, insofar as would be
         practicable for an issue of senior, nonconvertible, fixed-rate,
         callable (after November 27, 2004), resetable debt securities,
         substantially identical to those of the Securities, including the
         Upward Adjustment and the Downward Adjustment.

                  In no case, however, will the applicable Reset Rate for
the period from and after November 27, 2004 be greater than 10% per year
without the prior written consent of the Company. Also, if the Reset Rate
Agent determines in its reasonable judgment that there is no suitable
Reference Fixed Rate, the applicable rate for that period will be the
applicable rate then in effect and to remain in effect until the Reset Rate
Agent determines that there is a suitable Reference Fixed Rate at which
time the Reset Rate Agent shall determine a new applicable Reset Rate for
the period ending on the next Purchase Date. The applicable Reset Rate for
a Security that is subject to an Upward Interest Adjustment shall be
determined as to any period for which such Upward Interest Adjustment is
applicable until a new applicable Reset Rate is in effect or until the
original interest rate is again in effect.

                  "Accreted Conversion Price" means, as of any date, the
Accreted Value of this Security divided by the number of shares of Common
Stock issuable upon conversion of this Security on such date.

                  "Accreted Value" means, as of any date, the sum of the
Issue Price of the Securities and the accrued and unpaid non-cash interest
as of such date.

                  The "Sale Price" of the shares of Common Stock on any
date means the closing per share sale price (or if no closing sale price is
reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and the average ask prices) on
such date as reported on The New York Stock Exchange or, if the shares of
Common Stock are not listed on The New York Stock Exchange, then on the
principal other national or regional securities exchange on which the
shares of Common Stock then are listed or, if the shares of Common Stock
are not listed on a U.S. national or regional securities exchange, as
reported on the National Association of Securities Dealers Automated
Quotation System or, if the shares of Common Stock are not quoted on the
National Association of Securities Dealers Automated Quotation System, on
the principal other market on which the shares of Common Stock are then
traded. In the absence of such quotations, the Company will be entitled to
determine the Sale Price on the basis of such quotations as the Company
considers appropriate.

                  The Company and the Trustee agree that J.P. Morgan
Securities Inc. will act as the Reset Rate Agent unless and until removed
as provided below. For the determination of the applicable Reset Rate, the
Reset Rate Agent shall seek indicative reference rates from one other
nationally recognized investment bank. The determination of any applicable
Reset Rate shall be made by the Reset Rate Agent by averaging the
indicative reference rates of J.P. Morgan Securities Inc. and those
obtained from such other investment bank. The determination of any
applicable Reset Rate by the Reset Rate Agent will be conclusive and
binding upon the Reset Rate Agent, the Company, the Trustee and the holders
of the Securities, in the absence of manifest error. The Reset Rate Agent
may be removed at any time with or without cause by the Company giving at
least sixty (60) days' written notice to the Reset Rate Agent. The Reset
Rate Agent may resign at any time upon giving at least thirty (30) days'
written notice to the Company. A successor Reset Rate Agent, if any, will
be appointed by the Company.

                  In the event of any Upward Interest Adjustment, the
Company will disseminate a press release through Dow Jones & Company, Inc.
or Bloomberg Business News containing this information and publish the
information on the Company's web site or through such other public medium
as the Company may use at that time.

                  Tax Event. From and after the date of the occurrence of a
Tax Event, the Company will have the option to elect to pay interest at the
applicable Reset Rate on this Security entirely in cash instead of accruing
interest pursuant to an Upward Interest Adjustment. If that happens, the
principal amount on which the Company pays interest will be restated and
will be equal to the principal amount of the Securities as of the day of
restatement plus accrued and unpaid non-cash interest. This restated
principal amount will be the amount due at Stated Maturity. If the Company
elects this option, interest will be based on a 360-day year comprised of
twelve 30-day months. Cash interest at the higher rate will accrue from the
Company's option exercise date and will be payable semi-annually on the
Interest Payment Dates.

                  A "Tax Event" means that the Company shall have received
an opinion from a nationally recognized independent tax counsel experienced
in such matters to the effect that as a result of:

                  (i) any amendment to, or change (including any announced
         prospective change (which will not include a proposed change)), in
         the laws (or any regulations thereunder) of the United States or
         any political subdivision; or taxing authority of the United
         States or any political subdivision; provided that a Tax Event
         will not occur more than 90 days before the effective date of any
         prospective change in such laws or regulations; or

                  (ii) any judicial decision or official administrative
         pronouncement, ruling, regulatory procedure, notice or
         announcement, including any notice or announcement of intent to
         adopt such procedures or regulations (an "Administrative Action");
         or

                  (iii) any amendment to or change in the administrative
         position or interpretation of any Administrative Action or
         judicial decision that differs from the theretofore generally
         accepted position, in each case, by any legislative body, court,
         government agency or regulatory body, irrespective of the manner
         in which such amendment or change is made known, which amendment
         or change is effective or such Administrative Action or decision
         is announced, in each case, on or after November 27, 2001;

there is more than an insubstantial risk that interest on this Security,
including interest as a result of any Upward Interest Adjustment either:

                  (x) would not be deductible on a current accrual basis;
         or

                  (y) would not be deductible under any other method, in
         either case in whole or in part, by the Company for United States
         federal income tax purposes.

                  General. Except as provided below, interest will be paid
(i) on the Global Securities to DTC in immediately available funds, (ii) on
the definitive Securities having an aggregate principal amount of
$5,000,000 or less, by check mailed to the Holders of such Securities; and
(iii) on the definitive Securities having an aggregate principal amount of
more than $5,000,000, by wire transfer in immediately available funds at
the election of the Holders of these Securities.

2. Method of Payment.

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

3. Paying Agent, Conversion Agent and Registrar.

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

4. Indenture.

                  The Company issued the Securities under an Indenture
dated as of November 27, 2001 (the "Indenture"), between the Company and
the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as in effect from time to time (the "TIA").
Capitalized terms used herein and not defined herein have the meanings
ascribed thereto in the Indenture. The Securities are subject to all such
terms, and Securityholders are referred to the Indenture and the TIA for a
statement of those terms. To the extent any provisions of this Security and
the Indenture conflict, the provisions of the Indenture shall control.

                  The Securities are senior unsecured obligations of the
Company limited to $1,200,000,000 aggregate principal amount (subject to
Section 2.7 of the Indenture, Upward Interest Adjustments and the Company's
election to pay interest in cash following a Tax Event). The Indenture does
not limit future issuances other indebtedness of the Company, secured or
unsecured.

5. Redemption at the Option of the Company.

                  No sinking fund is provided for the Securities. Prior to
November 27, 2004, the Securities are not redeemable. The Securities are
redeemable at the option of the Company, in whole or in part, at any time
or from time to time, on or after November 27, 2004 upon not less than 30
nor more than 60 days' notice of redemption by mail for a cash price equal
to the Accreted Value plus accrued and unpaid cash interest, if any, to the
Redemption Date (the "Redemption Price").

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

                  Subject to the terms and conditions of the Indenture, the
Company shall become obligated to purchase, at the option of the Holder,
all or any portion of the Securities held by such Holder on November 27,
2004 and November 27, 2008 (each a "Purchase Date") in integral multiples
of $1,000 at a Purchase Price equal to the Accreted Value plus accrued and
unpaid cash interest, if any, to the Purchase Date. To exercise such right,
a Holder shall deliver to the Company a written Purchase Notice containing
the information set forth in the Indenture at any time from the opening of
business on the date that is 20 Business Days prior to such Purchase Date
until the close of business on the last day prior to the relevant Purchase
Date, and shall deliver the Securities to the Paying Agent as set forth in
the Indenture. If the Purchase Notice is given and withdrawn during such
period, the Company will not be obligated to purchase the related
Securities.

                  The Purchase Price may be paid, at the option of the
Company, in cash or by the issuance and delivery of shares of Common Stock,
or in any combination thereof, provided that accrued cash interest shall be
paid in cash.

                  At the option of the Holder and subject to the terms and
conditions of the Indenture, the Company shall become obligated to offer to
purchase the Securities held by such Holder within 30 days (which purchase
shall occur 45 days after the date of such offer) after the occurrence of a
Change in Control for a Change in Control Purchase Price equal to the
Accreted Value plus accrued and unpaid cash interest, if any, to the Change
in Control Purchase Date, which Change in Control Purchase Price shall be
paid in cash.

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

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

7. Notice of Redemption.

                  Notice of redemption pursuant to Paragraph 5 of this
Security will be mailed at least 20 Business Days but not more than 60
Business Days before the Redemption Date to each Holder of Securities to be
redeemed at the Holder's registered address and to beneficial holders as
required by applicable law. If money sufficient to pay the Redemption Price
of all Securities or portions thereof to be redeemed on the Redemption Date
is deposited with the Paying Agent prior to or on the Redemption Date,
interest will cease to accrue on such Securities or portions thereof
immediately after such Redemption Date. Securities in denominations larger
than $1,000 of principal amount may be redeemed in part but only in
integral multiples of $1,000 of principal amount.

8. Conversion.

                  Holders may surrender Securities for conversion into
shares of Common Stock during any Conversion Period (as defined below) if
the closing Sale Prices of the Common Stock for at least 20 trading days in
the 30 day trading period ending on the first day of such Conversion Period
is more than a specified percentage of the Accreted Conversion Price per
share of Common Stock on the first day of the Conversion Period. A
"Conversion Period" will be the period from and including the twelfth
trading day in a fiscal quarter to but not including the twelfth trading
day in the immediately following fiscal quarter.

                  From the Issue Date of the Securities through November
27, 2002, the specified percentage is 120% of the Accreted Conversion
Price. Such percentage will decline ratably to 110% as set forth below:

                  -------------------------------------------
                   Period                    Percentage
                  -------------------------------------------
                  11/28/02-11/27/03          118.88%
                  -------------------------------------------
                  11/28/03-11/27/04          117.76%
                  -------------------------------------------
                  11/28/04-11/27/05          116.64%
                  -------------------------------------------
                  11/28/05-11/27/06          115.52%
                  -------------------------------------------
                  11/28/06-11/27/07          114.40%
                  -------------------------------------------
                  11/28/07-11/27/08          113.28%
                  -------------------------------------------
                  11/28/08-11/27/09          112.16%
                  -------------------------------------------
                  11/28/09-11/27/10          111.04%
                  -------------------------------------------
                  11/28/010-11/27/11         110.00%
                  -------------------------------------------

                  A Holder may also surrender for conversion a Security or
portion of a Security which has been called for redemption pursuant to
Paragraph 5 hereof, even if the foregoing provision has not been satisfied,
and such Securities may be surrendered for conversion until the close of
business on the day that is two Business Days prior to the Redemption Date.

                  In the event that the Conversion Rate must be adjusted
because the Company declares a dividend or distribution described in
Section 10.7 of the Indenture or a dividend or a distribution described in
Section 10.8 of the Indenture where the fair market value of such dividend
or distribution per share of Common Stock, as determined in the Indenture,
exceeds 10% of the Sale Price of a share of Common Stock as of the Business
Day prior to the date of declaration for such distribution, unless the
Holder may participate in this distribution without conversion, the
Securities may be surrendered for conversion beginning on the date the
Company gives notice to the Holders of such right, which shall be not less
than 20 days prior to the Ex-Dividend Time for such dividend or
distribution. The Securities may be surrendered for conversion at any time
thereafter until the close of business on the Business Day prior to the
Ex-Dividend Time or until the Company announces that such distribution will
not take place.

                  In the event the Company is a party to a consolidation,
merger or binding share exchange pursuant to which the shares of Common
Stock would be converted into cash, securities or other property as set
forth in Article X of the Indenture, the Securities may be surrendered for
conversion at any time from and after the date which is 15 days prior to
the date the Company announces as the anticipated effective time of such
transaction until 15 days after the actual date of such transaction.

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

                  The initial Conversion Rate is 41.58 shares of Common
Stock per $1,000 principal amount of Securities, subject to adjustment in
certain events described in Article X of the Indenture. A Holder that
surrenders Securities for conversion will receive cash or a check in lieu
of any fractional shares of Common Stock, and such amount will be based on
the Sale Price of the Common Stock on the trading day immediately prior to
the Conversion Date.

                  To surrender a Security for conversion, a Holder must (1)
complete and manually sign the irrevocable conversion notice below (or
complete and manually sign a facsimile of such notice) and deliver such
notice to the Conversion Agent, (2) surrender the Security to the
Conversion Agent if the Security is in certificated form, (3) furnish
appropriate endorsements and transfer documents and (4) pay any transfer or
similar tax, if required.

                  A Holder may convert a portion of a Security if the
principal amount of such portion is $1,000 or an integral multiple of
$1,000. No payment or adjustment will be made for dividends on the shares
of Common Stock except as provided in the Indenture. Except as provided in
Paragraph 1 hereof, on conversion of a Security, the Holder will not
receive any cash payment representing accrued and unpaid interest with
respect to the converted Securities. Instead, upon conversion, the Company
will deliver to the Holder a fixed number of shares of Common Stock and any
cash payment to account for fractional shares. Accrued interest will be
deemed paid in full rather than canceled, extinguished or forfeited. The
Company will not adjust the Conversion Rate to account for accrued
interest.

                  The Conversion Rate will be adjusted as provided in
Article 10 of the Indenture. The Company may increase the Conversion Rate
for at least 20 days, so long as the increase is irrevocable during such
period.

                  If the Company is a party to a consolidation, merger or
binding share exchange pursuant to which the Common Stock is converted into
cash, securities or other property, then at the effective time of the
transaction, the right to convert a Security into shares of Common Stock
will be changed into a right to convert it into the kind and amount of
securities, cash or other property which the Holder would have received if
the Holder had converted its Securities immediately prior to such
transaction.

9. Conversion Arrangement on Call for Redemption

                  Any Securities called for redemption, unless surrendered
for conversion before the close of business on the day that is two Business
Days prior to the Redemption Date, may be deemed to be purchased from the
Holders of such Securities at an amount not less than the Redemption Price,
by one or more investment bankers or other purchasers who may agree with
the Company to purchase such Securities from the Holders, to convert them
into shares of Common Stock and to make payment for such Securities to the
Trustee in trust for such Holders.

10. Denominations; Transfer; Exchange.

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

11. Persons Deemed Owners.

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

12. Unclaimed Money or Securities.

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

13. Amendment; Waiver.

                  Subject to certain exceptions set forth in the Indenture,
(i) the Indenture or the Securities may be amended with the written consent
of the Holders of at least a majority in aggregate principal amount of the
Securities at the time outstanding and (ii) certain Defaults may be waived
with the written consent of the Holders of a majority in aggregate
principal amount of the Securities at the time outstanding. Subject to
certain exceptions set forth in the Indenture, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or the
Securities among other things, (i) to cure any ambiguity, omission, defect
or inconsistency, provided that such modification or amendment does not in
the good faith opinion of the Company's Board of Directors adversely affect
the interests of the holders of the Securities in any material respect,
(ii) to comply with Article 5 or Section 10.14 of the Indenture, (iii) to
secure the Company's obligations or to add any guarantee under the
Securities and the Indenture; (iv) to add to the covenants of the Company
for the benefit of the Holders or to surrender any right or power conferred
upon the Company, (v) to make any change necessary for the registration of
the Securities under the Securities Act or to comply with the TIA, or any
amendment thereto, or to comply with any requirement of the SEC in
connection with the qualification of the Indenture under the TIA, provided
that such modification or amendment does not, in the good faith opinion of
the Company's Board of Directors, adversely affect the interests of the
holders of the Securities in any material respect, (vi) to provide for
uncertificated Securities in addition to or in place of certificated
Securities or to provide for bearer Securities or (vii) to make any
modifications or amendments that do not, in the good faith opinion of the
Company's Board of Directors, adversely affect the interests of the Holders
of the Securities in any material respect.

14. Defaults and Remedies.

                  Under the Indenture, Events of Default include (i)
default in payment of the Accreted Value, Redemption Price, Purchase Price
or Change in Control Purchase Price, as the case may be, in respect of the
Securities when the same becomes due and payable, (ii) default in the
payment of any cash interest when due and payable, and continuance of such
default for a period of 30 days, (iii) failure by the Company to comply
with other agreements or covenants in the Indenture or the Securities,
subject to notice and lapse of time; (iv) default by the Company under any
instrument or instruments under which there is or may be secured or
evidenced any Indebtedness of the Company (other than the Securities)
having an outstanding principal amount of $50,000,000 (or its foreign
currency equivalent) or more, individually or in the aggregate, that has
caused the holders thereof to declare such Indebtedness to be due and
payable prior to its stated maturity, unless such declaration has been
rescinded within 30 days, (v) a default by the Company in the payment when
due of the principal of any bond, debenture, note or other evidence of the
Company's Indebtedness, in each case for money borrowed, or in the payment
of principal under any mortgage, indenture, agreement or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness of the Company for money borrowed, which default for payment
of principal is, individually or in an aggregate principal amount exceeding
$50,000,000 (or its foreign currency equivalent) when such Indebtedness
becomes due and payable (whether at maturity, upon redemption or
acceleration or otherwise), if such default shall continue unremedied or
unwaived for more than 30 days after the expiration of any grace period or
extension of the time for payment applicable thereto; and (vi) certain
events of bankruptcy, insolvency and reorganization.

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

15. Trustee Dealings with the Company.

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

16. Calculations in Respect of Securities.

                  The Company will be responsible for making all
calculations called for under the Securities, except for such calculations
made by the Reset Rate Agent. These calculations include, but are not
limited to, determination of the market prices for the Common Stock,
accrued interest payable on the Securities and the Accreted Conversion
Price of the Securities. Any calculations made in good faith and without
manifest error will be final and binding on Holders of the Securities. The
Company will be required to deliver to the Trustee a schedule of its
calculations and the Trustee will be entitled to rely upon the accuracy of
such calculations without independent verification. The Trustee will
forward the Company's calculations to any Holder of the Securities upon the
request of such Holder.

17. No Recourse Against Others.

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

18. Authentication.

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

19. 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 Gift to Minors Act).

20.  GOVERNING LAW.

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

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

                  Cendant Corporation
                  9 West 57th Street, 37th Floor
                  New York, New York 10019
                  Attn:  Corporate Secretary

21.      Registration Rights.

                  The Holders of the Securities are entitled to the
benefits of a Registration Rights Agreement, dated as of November 27, 2001,
between the Company and J.P. Morgan Securities Inc., including the receipt
of additional cash interest upon a registration default (as defined in such
agreement).


<TABLE>
<CAPTION>
------------------------------------------------- ------- --------------------------------------------

                ASSIGNMENT FORM                                        CONVERSION NOTICE
------------------------------------------------- ------- --------------------------------------------
------------------------------------------------- ------- --------------------------------------------

<S>                                              <C>      <C>
To assign this Security, fill in the form below:          To convert this Security into Common Stock
                                                          of the Company, check the box [   ]
------------------------------------------------- ------- --------------------------------------------
------------------------------------------------- ------- --------------------------------------------

I or we assign and transfer this Security to              To convert only part of this Security,
_________________________                                 state the principal amount to be converted
_________________________                                 (which must be $1,000 or an integral
(Insert assignee's soc. sec. or tax ID no.)               multiple of $1,000):
-------------------------
_________________________                                 If you want the stock certificate made out
_________________________                                 in another person's name fill in the form
(Print or type assignee's name, address and zip           below:
code)                                                     _________________________
                                                          _________________________
and irrevocably appoint                                   (Insert the other person's soc. sec. tax
                                                          ID no.)
____________________ agent to transfer this
Security on the books of the Company.  The                __________________________
agent may substitute another to act for him.              __________________________
                                                          __________________________
                                                          __________________________
                                                          (Print or type other person's name,
                                                          address and zip code)
------------------------------------------------- ------- --------------------------------------------
</TABLE>


Date:  __________ Your Signature:  _________________________________

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

Signature Guaranteed


_________________________________________
Participant in a Recognized Signature
Guarantee Medallion Program


By: _____________________________________
            Authorized Signatory



<PAGE>


<TABLE>
<CAPTION>
          SCHEDULE OF INCREASES AND DECREASES OF GLOBAL SECURITY

Initial Principal Amount of Global Security: ____________($___________).

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S>       <C>              <C>                   <C>                      <C>                   <C>
          Date             Amount of Increase    Amount of Decrease in    Principal Amount of        Notation by
                           in Principal Amount    Principal Amount of       Global Security         Registrar or
                           of Global Security       Global Security        After Increase or     Security Custodian
                                                                               Decrease
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

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

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

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

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

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

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

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>



                                                                EXHIBIT A-2

                  [FORM OF FACE OF CERTIFICATED SECURITY]

                  THIS SECURITY WILL BE SUBJECT TO THE REGULATIONS
GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. AS REQUIRED UNDER APPLICABLE TREASURY REGULATIONS, THE
COMPANY HAS SET FORTH THE "COMPARABLE YIELD" IN SECTION 4.7 OF THE
INDENTURE PURSUANT TO WHICH THIS SECURITY IS BEING ISSUED. THE HOLDER OF
THIS SECURITY MAY OBTAIN THE PROJECTED PAYMENT SCHEDULE BY SUBMITTING A
WRITTEN REQUEST FOR SUCH INFORMATION TO CENDANT CORPORATION, 9 WEST 57TH
STREET, 37TH FLOOR, NEW YORK, NEW YORK, 10019, ATTENTION: INVESTOR
RELATIONS.

                  THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON THE
CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY
NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF
CENDANT CORPORATION THAT THIS SECURITY AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION OF THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE TRANSFEROR REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (2) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (3) TO AN
INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING
OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF
AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

                  The foregoing legend may be removed from this Security on
satisfaction of the conditions specified in the Indenture.



                            CENDANT CORPORATION

                 3-7/8% Convertible Senior Debenture due 2011



No.                                                       CUSIP:  151313AM5
Issue Date:  November 27, 2001
Issue Price:  100% of principal amount


                  CENDANT CORPORATION, a Delaware corporation, promises to
pay to ___________________. or registered assigns, the principal amount of
[ ($ ) on November 27, 2011.

                  This Security shall bear interest at a rate of 3 7/8% per
year except as specified on the other side of this Security. This Security
is convertible as specified on the other side of this Security.

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


Dated:                                       CENDANT CORPORATION

                                             By:   ___________________________
                                                   Name:
                                                   Title:



TRUSTEE'S CERTIFICATE OF AUTHENTICATION

THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee, certifies
that this is one of the Securities referred to in the within-mentioned
Indenture.

By  ____________________________
     Authorized Signatory

Dated:


   [FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A-1]


                                                                EXHIBIT B-1

                3-7/8% Convertible Senior Debentures due 2011

                            Transfer Certificate

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


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

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

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

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

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


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

 DATE:    __________________________________

                                Signature(s)

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


Signature Guaranteed

_____________________________________
Participant in a Recognized Signature

Guarantee Medallion Program

By: _________________________________
          Authorized Signatory


                                 SCHEDULE A

Projected Payment Schedule*

                        Period               Projected Payment per Debenture


      November 27, 2001-May 30, 2002               $19.70
     May 30, 2002 - November 30, 2002              $19.38
    December 15, 2002 - June 15, 2003              $19.38
     May 30, 2003 - November 30, 2003              $19.38
    December 15, 2003 - June 15, 2004              $19.38
     May 30, 2004 - November 30, 2004              $19.38
    December 15, 2004 - June 15, 2005              $19.38
     May 30, 2005 - November 30, 2005              $19.38
    December 15, 2005 - June 15, 2006              $19.38
     May 30, 2006 - November 30, 2006              $19.38
    December 15, 2006 - June 15, 2007              $19.38
     May 30, 2007 - November 30, 2007              $19.38
    December 15, 2007 - June 15, 2008              $19.38
     May 30, 2008 - November 30, 2008              $19.38
    December 15, 2008 - June 15, 2009              $19.38
     May 30, 2009 - November 30, 2009              $19.38
    December 15, 2009 - June 15, 2010              $19.38
     May 30, 2010 - November 30, 2010              $19.38
    December 15, 2010 - June 15, 2011              $19.38
     May 30, 2011 - November 27, 2011            $1880.00



-------------
* The comparable yield and the schedule of projected payments are
determined on the basis of certain assumptions and are not determined for
any purpose other than for the determination of interest accruals and
adjustments thereof in respect of the Securities for United States federal
income tax purposes. The comparable yield and the schedule of projected
payments do not constitute a projection or representation regarding the
amounts payable on Securities.