8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 25, 2002

ADVANCED MICRO DEVICES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-07882	94-1692300
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One AMD Place, Sunnyvale, California 94086

(Address of Principal Executive Offices) (Zip Code)

(408) 732-2400

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

ITEM 5.    OTHER EVENTS.

On November 25, 2002, Advanced Micro Devices, Inc. (the “Company”) completed an underwritten offering of $402,500,000 aggregate principal amount of its 4.50% Convertible Senior Notes due 2007 (the “Securities”) under its Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on September 7, 2000 (File No. 333-45346), as amended by Post-Effective Amendment No. 1 filed with the Commission on November 21, 2002, a Prospectus, dated September 18, 2000, and the related Prospectus Supplement, dated November 19, 2002, relating to the offer and sale by the Company of the Securities. The terms and conditions of the Securities and related matters are set forth in the Underwriting Agreement, dated as of November 19, 2002, by and among the Company, Banc of America Securities LLC, Salomon Smith Barney Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated filed as Exhibit 1.1 hereto; the Indenture, dated as of November 25, 2002, by and between the Company and The Bank of New York, as trustee (the “Indenture”), filed as Exhibit 4.1 hereto; and, pursuant to Sections 2.01 and 10.04 of the Indenture, the Officers’ Certificate filed as Exhibit 4.2 hereto. A form of the Company’s 4.50% Convertible Senior Note is filed as Exhibit 4.3 hereto.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)              Exhibits

 The following exhibits are filed as part of this Report:

No.	Exhibit
1.1	Underwriting Agreement dated as of November 19, 2002, by and among the Company, Banc of America Securities LLC, Salomon Smith Barney Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4.1	Indenture dated as of November 25, 2002, by and between the Company and The Bank of New York.
4.2	Officers’ Certificate dated as of November 25, 2002.
4.3	Form of 4.50% Convertible Senior Note due 2007.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADVANCED MICRO DEVICES, INC.             (Registrant)
By:	/s/  Hollis O’Brien
	Hollis O’Brien Vice President, Deputy General Counsel and Assistant Secretary

Dated:  November 26, 2002

3

EXHIBIT INDEX

1.1	Underwriting Agreement dated as of November 19, 2002, by and among the Company, Banc of America Securities LLC, Salomon Smith Barney Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
4.1	Indenture dated as of November 25, 2002, by and between the Company and The Bank of New York.
4.2	Officers’ Certificate dated as of November 25, 2002.
4.3	Form of 4.50% Convertible Senior Note due 2007.

EX-1.1

                                                                     EXHIBIT 1.1

                          Advanced Micro Devices, Inc.

                                  $350,000,000

                     4.50% Convertible Senior Notes Due 2007

                             Underwriting Agreement

New York, New York
November 19, 2002

Banc of America Securities LLC
Salomon Smith Barney Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the several Underwriters,
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

       Advanced Micro Devices, Inc., a corporation organized under the laws of
Delaware (the "Company"), proposes to sell to the several underwriters named in
Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are
acting as representatives, $350,000,000 principal amount of its 4.50%
Convertible Senior Notes Due 2007 (the "Firm Securities"). In addition, the
Company has granted the Underwriters an option to purchase up to $52,500,000
additional principal amount of such Notes to cover over-allotments, if any (the
"Option Securities" and, together with the Firm Securities, the "Securities").
The Securities will be convertible into shares of common stock of the Company,
par value $0.01 per share (the "Common Stock") and will be issued under an
indenture dated as of May 8, 1998, between the Company and The Bank of New York,
as trustee (the "Trustee") as supplemented by an officers' certificate
substantially in the form attached hereto as Exhibit A (together, the
"Indenture") to be dated as of November 25, 2002, between the Company and The
Bank of New York, as trustee (the "Trustee"). To the extent there are no
additional Underwriters listed on Schedule I other than you, the term
Representatives as used herein shall mean you, as Underwriters, and the terms
Representatives and Underwriters shall mean either the singular or plural as the
context requires.

       The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission"), in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Securities Act") a registration statement on Form
S-3 (File No. 333-45346), including a prospectus, relating to the Securities,
the Common Stock and certain other securities (the "Base Prospectus"). Such
registration statement, as amended, including exhibits and schedules thereto, in



the form in which they were declared effective by the Commission under the
Securities Act, including all documents incorporated or deemed to be
incorporated by reference therein and any information deemed to be a part
thereof at the time of effectiveness pursuant to Rule 430A under the Securities
Act or the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder (collectively, the "Exchange Act"), is called the
"Registration Statement". The Company has filed with, or transmitted for filing
to, or shall promptly hereafter file with or transmit for filing to, the
Commission, a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Securities pursuant to Rule 424 under the Securities Act. The
term "Prospectus" means the Base Prospectus together with the Prospectus
Supplement. The term "Preliminary Prospectus" means a preliminary prospectus
supplement specifically relating to the Securities, together with the Base
Prospectus. As used herein, the terms "Base Prospectus", "Prospectus" and
"Preliminary Prospectus" shall include in each case the documents, if any,
incorporated by reference therein. Any registration statement filed by the
Company pursuant to Rule 462(b) under the Securities Act is called the "Rule
462(b) Registration Statement", and from and after the date and time of filing
of the Rule 462(b) Registration Statement the term "Registration Statement"
shall include the Rule 462(b) Registration Statement. All references in this
Agreement to the Registration Statement, the Rule 462(b) Registration Statement,
a Preliminary Prospectus, or the Prospectus, or any amendments or supplements to
any of the foregoing, shall include any copy thereof filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval System
("EDGAR"). All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Registration Statement, the Rule 462(b) Registration Statement, a
Preliminary Prospectus, or the Prospectus, or any amendments or supplements to
any of the foregoing (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the
Registration Statement, the Rule 462(b) Registration Statement, a Preliminary
Prospectus, or the Prospectus, or any amendments or supplements to any of the
foregoing, as the case may be. All references in this Agreement to amendments or
supplements to the Registration Statement, the Rule 462(b) Registration
Statement, a Preliminary Prospectus, or the Prospectus shall be deemed to mean
and include the filing of any document under the Exchange Act which is or is
deemed to be incorporated by reference in the Registration Statement, the Rule
462(b) Registration Statement, a Preliminary Prospectus, or the Prospectus, of
the foregoing, as the case may be. Certain terms used herein are defined in
Section 17 hereof.

       1.  Representations and Warranties. The Company represents and warrants
to each Underwriter as set forth below in this Section 1. To the extent any of
the following representations and warranties contained in this Section 1 are
qualified by disclosure in the Prospectus, such qualification shall not include
any information incorporated by reference in the Prospectus after the Execution
Time.

                                        2



              (a)  The Company meets the requirements for use of Form S-3 under
       the Securities Act. Each of the Registration Statement and any Rule
       462(b) Registration Statement has become effective under the Securities
       Act; no stop order suspending the effectiveness of the Registration
       Statement or any Rule 462(b) Registration Statement has been issued under
       the Securities Act; no proceedings for that purpose have been instituted
       or are pending or, to the knowledge of the Company, are contemplated by
       the Commission; and any request on the part of the Commission for
       additional information has been complied with.

              (b)  Each Preliminary Prospectus and the Prospectus, when filed,
       complied in all material respects with the Securities Act and, if filed
       by electronic transmission pursuant to EDGAR, was identical in all
       material respects to the copy thereof delivered to the Underwriters for
       use in connection with the offer and sale of the Securities.

              (c)  Each of the Registration Statement, any Rule 462(b)
       Registration Statement and any post-effective amendment thereto, at the
       time it became effective and at all subsequent times prior to and
       including the Closing Date, complied and will comply in all material
       respects with the Securities Act and did not and prior to and including
       the Closing Date will not contain any untrue statement of a material fact
       or omit to state a material fact required to be stated therein or
       necessary to make the statements therein not misleading. The Prospectus,
       as amended or supplemented, as of its date and at all subsequent times
       prior to and including the Closing Date, did not and will not contain any
       untrue statement of a material fact or omit to state a material fact
       necessary in order to make the statements therein, in the light of the
       circumstances under which they were made, not misleading. The
       representations and warranties set forth in the two immediately preceding
       sentences do not apply (A) to statements in or omissions from the
       Registration Statement, any Rule 462(b) Registration Statement, or any
       post-effective amendment thereto, or the Prospectus, or any amendments or
       supplements thereto, made in reliance upon and in conformity with
       information relating to any Underwriter furnished to the Company in
       writing by the Representatives expressly for use therein or (B) to that
       part of the Registration Statement that constitutes the Statement of
       Eligibility (form T-1) under the Trust Indenture Act of the Trustee.
       There are no contracts or other documents required to be described in the
       Prospectus or to be filed as exhibits to the Registration Statement which
       have not been described or filed as required.

              (d)  The Company is not, and after giving effect to the offering
       and sale of the Securities and the application of the proceeds thereof as
       described in the Prospectus will not be, an "investment company" within
       the meaning of the Investment Company Act, without taking account of any
       exemption arising out of the number of holders of the Company's
       securities.

                                        3



              (e)  The Company is subject to and in full compliance with the
       reporting requirements of Section 13 or Section 15(d) of the Exchange
       Act.

              (f)  The Company has not paid or agreed to pay to any person any
       compensation for soliciting another to purchase any securities of the
       Company (except as contemplated by this Agreement).

              (g)  The Company has not taken, directly or indirectly, any action
       designed to cause or which has constituted or which might reasonably be
       expected to cause or result in, under the Exchange Act or otherwise, the
       stabilization or manipulation of the price of any security of the Company
       to facilitate the sale or resale of the Securities.

              (h)  The Company has been duly incorporated and is validly
       existing as a corporation in good standing under the laws of the
       jurisdiction in which it is chartered or organized with full corporate
       power and corporate authority to own or lease, as the case may be, and to
       operate its properties and conduct its business as described in the
       Prospectus, and is duly qualified to do business as a foreign corporation
       and is in good standing under the laws of each jurisdiction which
       requires such qualification, except where the failure to be so qualified
       would not, individually or in the aggregate, have a material adverse
       effect on the Company and its subsidiaries, taken as a whole.

              (i)  Each of the Company's subsidiaries has been duly incorporated
       and is validly existing as a corporation in good standing under the laws
       of the jurisdiction in which it is chartered or organized with full
       corporate power and corporate authority to own or lease, as the case may
       be, and to operate its properties and conduct its business as described
       in the Prospectus, and is duly qualified to do business as a foreign
       corporation and is in good standing under the laws of each jurisdiction
       which requires such qualification, except where the failure to be so
       qualified would not, individually or in the aggregate, have a material
       adverse effect on the Company and its subsidiaries, taken as a whole.

              (j)  All the outstanding shares of capital stock of each
       subsidiary of the Company have been duly and validly authorized and
       issued and are fully paid and nonassessable, and, except as otherwise set
       forth in the Prospectus and, except for Advanced Micro Devices, S.A.,
       where five shares are held by directors in accordance with French law,
       all outstanding shares of capital stock of the subsidiaries are owned by
       the Company either directly or through one or more wholly-owned
       subsidiaries free and clear of any perfected security interest or any
       other security interests, claims, liens or encumbrances.

                                        4



              (k)  The Company's authorized equity capitalization is as set
       forth in the Prospectus, and the capital stock of the Company conforms in
       all material respects to the description thereof contained in the
       Prospectus; the outstanding shares of Common Stock have been duly and
       validly authorized and are fully paid and non-assessable; the shares of
       Common Stock initially issuable upon conversion of the Securities have
       been duly and validly authorized and, when issued upon conversion against
       payment of the conversion price and in accordance with the terms of the
       Indenture, will be validly issued, fully paid and nonassessable; the
       Board of Directors of the Company has duly and validly adopted
       resolutions reserving such shares of Common Stock for issuance upon
       conversion; the holders of the outstanding shares of capital stock of the
       Company are not entitled to any preemptive or other rights to subscribe
       for the Securities or the shares of Common Stock issuable upon conversion
       thereof; and, except as set forth in the Prospectus as of the date of the
       Prospectus, no options, warrants or other rights to purchase, agreements
       or other obligations to issue, or rights to convert any obligations into
       or exchange any securities for, shares of capital stock of or ownership
       interests in the Company are outstanding.

              (l)  The statements in the Prospectus under the headings "Certain
       United States Federal Income Tax Considerations," "Description of Capital
       Stock" and "Description of Notes" fairly summarize the matters therein
       described.

              (m)  This Agreement has been duly authorized, executed and
       delivered by the Company; the Indenture has been duly authorized by the
       Company and, assuming due authorization, execution and delivery thereof
       by the Trustee, when executed and delivered by the Company, will have
       been duly executed and delivered by the Company and will constitute a
       legal, valid and binding instrument of the Company enforceable against
       the Company in accordance with its terms (subject, as to the enforcement
       of remedies, to applicable bankruptcy, reorganization, insolvency,
       moratorium or other laws affecting creditors' rights generally from time
       to time in effect and to general principles of equity); and the
       Securities have been duly authorized by the Company and, when executed
       and authenticated in accordance with the provisions of the Indenture and
       delivered to and paid for by the Underwriters, will have been duly
       executed and delivered by the Company and will constitute the legal,
       valid and binding obligations of the Company enforceable against the
       Company in accordance with their terms and entitled to the benefits of
       the Indenture (subject, as to the enforcement of remedies, to applicable
       bankruptcy, reorganization, insolvency, moratorium or other laws
       affecting creditors' rights generally from time to time in effect and to
       general principles of equity) and will be convertible into Common Stock
       in accordance with their terms.

                                        5



              (n)  No consent, approval, authorization, filing with or order of
       any court or governmental agency or body is required in connection with
       the transactions contemplated herein or in the Indenture, except such as
       will be obtained under the Securities Act, the Exchange Act and the Trust
       Indenture Act and such as may be required under the blue sky laws of any
       jurisdiction in connection with the purchase and distribution of the
       Securities by the Underwriters in the manner contemplated herein and in
       the Prospectus.

              (o)  The execution, delivery and performance of this Agreement,
       the Indenture and the Securities by the Company, the compliance by the
       Company with all the provisions hereof and thereof and the consummation
       of the transactions contemplated hereby and thereby will not (i) conflict
       with or constitute a breach of any of the terms or provisions of, or a
       default under, the charter or by-laws of the Company or any of its
       subsidiaries or any indenture, loan agreement, mortgage, lease or other
       agreement or instrument that is material to the Company and its
       subsidiaries, taken as a whole, to which the Company or any of its
       subsidiaries is a party or by which the Company or any of its
       subsidiaries or their respective property is bound, (ii) violate or
       conflict with any applicable law or any rule, regulation, judgment, order
       or decree of any court or any governmental body or agency having
       jurisdiction over the Company, any of its subsidiaries or their
       respective property, (iii) result in the imposition or creation of (or
       the obligation to create or impose) a lien, charge or encumbrance under
       any agreement or instrument to which the Company or any of its
       subsidiaries is a party or by which the Company or any of its
       subsidiaries or their respective property is bound or (iv) result in the
       suspension, termination or revocation of any Authorization (as defined
       below) of the Company or any of its subsidiaries or any other impairment
       of the rights of the holder of any such Authorization.

              (p)  The consolidated historical financial statements and related
       notes and schedules of the Company and its consolidated subsidiaries
       included or incorporated by reference in the Prospectus present fairly in
       all material respects the financial condition, results of operations and
       cash flows of the Company as of the dates and for the periods indicated,
       comply as to form with the applicable accounting requirements of the
       Securities Act and have been prepared in conformity with generally
       accepted accounting principles in the United States applied on a
       consistent basis throughout the periods involved (except as otherwise
       noted therein); the selected financial data set forth under the caption
       "Selected Consolidated Financial Data" in the Prospectus fairly present,
       on the basis stated in the Prospectus, the information included therein.

              (q)  Except as disclosed in the Prospectus or the documents
       incorporated by reference therein, since the date of the latest audited
       financial statements included or incorporated by reference in the

                                        6



       Prospectus there has been no material adverse change, nor any development
       involving a prospective material adverse change, in or affecting the
       condition (financial or otherwise), earnings, business or properties of
       the Company and its subsidiaries, taken as a whole, whether or not
       arising from transactions in the ordinary course of business, and, except
       as disclosed in or contemplated by the Prospectus, there has been no
       dividend or distribution of any kind declared, paid or made by the
       Company on any class of its capital stock.

              (r)  No action, suit or proceeding by or before any court or
       governmental agency, authority or body or any arbitrator involving the
       Company or any of its subsidiaries or its or their property is pending
       or, to the knowledge of the Company, threatened that (i) could be
       expected to have a material adverse effect on the performance of this
       Agreement or the Indenture or the consummation of any of the transactions
       contemplated hereby or thereby or (ii) could reasonably be expected to
       have a material adverse effect on the condition (financial or otherwise),
       earnings, business or properties of the Company and its subsidiaries,
       taken as a whole, whether or not arising from transactions in the
       ordinary course of business, except as set forth in or contemplated in
       the Prospectus or the documents incorporated by reference therein.

              (s)  Each of the Company and its subsidiaries owns, licenses or
       leases all such properties as are necessary to the conduct of its
       operations as presently conducted.

              (t)  Neither the Company nor any of its subsidiaries is in
       violation of its respective charter or by-laws (or similar organizational
       documents) or in default in the performance of any obligation, agreement,
       covenant or condition contained in any indenture, loan agreement,
       mortgage, lease or other agreement or instrument that is material to the
       Company and its subsidiaries, taken as a whole, to which the Company or
       any of its subsidiaries is a party or by which the Company or any of its
       subsidiaries or their respective property is bound.

              (u)  Ernst & Young LLP, who have certified certain financial
       statements of the Company and its consolidated subsidiaries and delivered
       their report with respect to the audited consolidated financial
       statements and schedules included or incorporated by reference in the
       Prospectus, are independent public accountants with respect to the
       Company within the meaning of the Securities Act and the applicable
       published rules and regulations thereunder.

              (v)  There are no stamp or other issuance or transfer taxes or
       duties or other similar fees or charges required to be paid in connection
       with the execution and delivery of this Agreement or the issuance or sale

                                        7



       by the Company of the Securities or upon the issuance (but not the
       transfer) of the Common Stock upon conversion thereof.

              (w) All material tax returns required to be filed by the Company
       and each of its subsidiaries in any jurisdiction have been filed, other
       than those filings being contested in good faith, and all material taxes,
       including withholding taxes, penalties and interest, assessments, fees
       and other charges due pursuant to such returns or pursuant to any
       assessment received by the Company or any of its subsidiaries have been
       paid, other than those being contested in good faith and for which
       adequate reserves have been provided.

              (x) There is (i) no significant unfair labor practice complaint
       pending against the Company or any of its subsidiaries or, to the
       knowledge of the Company, threatened against any of them, before the
       National Labor Relations Board or any state or local labor relations
       board, and no significant grievance or more significant arbitration
       proceeding arising out of or under any collective bargaining agreement is
       so pending against the Company or any of its subsidiaries or, to the
       knowledge of the Company, threatened against any of them, and (ii) no
       significant strike, labor dispute, slowdown or stoppage pending against
       the Company or any of its subsidiaries or, to the knowledge of the
       Company, threatened against it or any of its subsidiaries except for such
       actions specified in clause (i) or (ii) above, which, singly or in the
       aggregate could not reasonably be expected to have a material adverse
       effect on the Company and its subsidiaries, taken as a whole.

              (y) The Company and each of its subsidiaries maintains insurance
       covering its properties, operations, personnel and businesses. Such
       insurance insures against such losses and risks as are adequate in
       accordance with customary industry practice to protect the Company and
       each of its subsidiaries and its businesses. Neither the Company nor any
       of its subsidiaries has received notice from any insurer or agent of such
       insurer that substantial capital improvements or other expenditures will
       have to be made in order to continue such insurance. All such insurance
       is outstanding and duly in force on the date hereof and will be
       outstanding and duly in force on the Closing Date.

              (z) No subsidiary of the Company is currently prohibited, directly
       or indirectly, from paying any dividends to the Company, from making any
       other distribution on such subsidiary's capital stock, from repaying to
       the Company any loans or advances to such subsidiary from the Company or
       from transferring any of such subsidiary's property or assets to the
       Company or any other subsidiary of the Company, except as described in or
       contemplated by the Prospectus or the documents incorporated by reference
       therein.

                                        8



              (aa)  The Company and each of its subsidiaries maintain a system
       of internal accounting controls sufficient to provide reasonable
       assurance that (i) transactions are executed in accordance with
       management's general or specific authorizations; (ii) transactions are
       recorded as necessary to permit preparation of financial statements in
       conformity with generally accepted accounting principles and to maintain
       asset accountability; (iii) access to assets is permitted only in
       accordance with management's general or specific authorization; and (iv)
       the recorded accountability for assets is compared with the existing
       assets at reasonable intervals and appropriate action is taken with
       respect to any differences.

              (bb)  Except as set forth or incorporated by reference in the
       Prospectus, neither the Company nor any of its subsidiaries has violated
       any foreign, federal, state or local law or regulation relating to the
       protection of human health and safety, the environment or hazardous or
       toxic substances or wastes, pollutants or contaminants ("Environmental
       Laws"), any provisions of the Employee Retirement Income Security Act of
       1974, as amended, or any provisions of the Foreign Corrupt Practices Act
       or the rules and regulations promulgated thereunder except for such
       violations which, singly or in the aggregate, would not have a material
       adverse effect on the business, financial condition or results of
       operation of the Company and its subsidiaries, taken as a whole.

              (cc)  Each of the Company and its subsidiaries has such permits,
       licenses, consents, exemptions, franchises, authorizations and other
       approvals (each, an "Authorization") of, and has made all filings with
       and notices to, all governmental or regulatory authorities and
       self-regulatory organizations and all courts and other tribunals,
       including, without limitation, under any applicable Environmental Laws,
       as are necessary to own, lease, license and operate its respective
       properties and to conduct its business, except where the failure to have
       any such Authorization or to make any such filing or notice would not,
       singly or in the aggregate, have a material adverse effect on the Company
       and its subsidiaries, taken as a whole. Each such Authorization is valid
       and in full force and effect and each of the Company and its subsidiaries
       is in compliance with all the terms and conditions thereof and with the
       rules and regulations of the authorities and governing bodies having
       jurisdiction with respect thereto; and no event has occurred (including,
       without limitation, the receipt of any notice from any authority or
       governing body) which allows or, after notice or lapse of time or both,
       would allow, revocation, suspension or termination of any such
       Authorization or results or, after notice or lapse of time or both, would
       result in any other impairment of the rights of the holder of any such
       Authorization; and such Authorizations contain no restrictions that are
       burdensome to the Company or any of its subsidiaries; except where such
       failure to be valid and in full force and effect or to be in compliance,
       the occurrence of any such event or the presence of any such restriction
       would not, singly or in

                                        9



       the aggregate, have a material adverse effect on the Company and its
       subsidiaries, taken as a whole.

              (dd)  In the ordinary course of its business, the Company conducts
       a periodic review of the effect of Environmental Laws on the business,
       operations and properties of the Company and its subsidiaries, in the
       course of which it identifies and evaluates associated costs and
       liabilities (including, without limitation, any capital or operating
       expenditures required for clean up, closure of properties or compliance
       with Environmental Laws or any permit, license or approval, any related
       constraints on operating activities and any potential liabilities to
       third parties). On the basis of such review, the Company has reasonably
       concluded that such associated costs and liabilities would not, singly or
       in the aggregate, have a material adverse effect on the Company and its
       subsidiaries, taken as a whole.

              (ee)  Except for the holders of the Company's 4.75% Convertible
       Senior Debentures Due 2022, there are no persons or entities with
       registration or other similar rights to require the Company to include
       any securities in any registration statement filed pursuant to a
       registration agreement or in any offering made pursuant to any such
       registration statement.

              (ff)  The Company and its subsidiaries own, possess, license or
       have other rights to use all patents, patent applications, trade and
       service marks, trade and service mark registrations, trade names,
       copyrights, licenses, inventions, trade secrets, technology, know-how and
       other intellectual property (collectively, the "Intellectual Property")
       necessary for the conduct of their respective businesses as now conducted
       or as proposed in the Prospectus to be conducted except where the failure
       to own or possess or otherwise be able to acquire such Intellectual
       Property would not, singly or in the aggregate, have a material adverse
       effect on the Company and its subsidiaries, taken as a whole. Except as
       set forth in the Prospectus, (i) there is no material infringement by
       third parties of any such Intellectual Property; (ii) to the knowledge of
       the Company, there is no pending or threatened action, suit, proceeding
       or claim by others challenging the rights of the Company or any of its
       subsidiaries in or to any such Intellectual Property; (iii) to the
       knowledge of the Company, there is no pending or threatened action, suit,
       proceeding or claim by others challenging the validity or scope of any
       such Intellectual Property; (iv) to the knowledge of the Company, there
       is no pending or threatened action, suit, proceeding or claim by others
       that the Company infringes or otherwise violates any patent, trademark,
       copyright, trade secret or other proprietary rights of others; (v) to the
       knowledge of the Company, there is no U.S. patent or published U.S.
       patent application which contains claims that dominate or may dominate
       any Intellectual Property described in the Prospectus as being owned by
       or licensed to the Company or any of its

                                       10



       subsidiaries or that interferes with the issued or pending claims or any
       such Intellectual Property; and (vi) there is no prior art of which the
       Company is aware that may render any U.S. patent held by the Company or
       any of its subsidiaries invalid or any U.S. patent application held by
       the Company or any of its subsidiaries unpatentable which has not been
       disclosed to the U.S. Patent and Trademark Office, except for the
       foregoing items set forth in clauses (i) through (vi) of this
       subparagraph, which would not, individually or in the aggregate, have a
       material adverse effect on the condition (financial or otherwise),
       earnings, business or properties of the Company and its subsidiaries,
       taken as a whole, whether or not arising from transactions in the
       ordinary course of business.

       Any certificate signed by any officer of the Company and delivered to the
Representatives or counsel for the Underwriters in connection with the offering
of the Securities shall be deemed a representation and warranty by the Company,
as to matters covered thereby, to each Underwriter.

       2.  Purchase and Sale.

              (a)  Subject to the terms and conditions and in reliance upon the
       representations and warranties herein set forth, the Company agrees to
       sell to each Underwriter, and each Underwriter agrees, severally and not
       jointly, to purchase from the Company, at a purchase price of 97.25% of
       the principal amount thereof, plus accrued interest, if any, on the
       Securities from November 25, 2002, to the Closing Date, the principal
       amount of the Firm Securities set forth opposite such Underwriter's name
       in Schedule I hereto.

              (b)  Subject to the terms and conditions and in reliance upon the
       representations and warranties herein set forth, the Company hereby
       grants an option to the several Underwriters, severally and not jointly,
       to purchase Option Securities in aggregate principal amount of up to
       $52,500,000 at the same price per Security (plus interest, if any,
       accrued and unpaid from November 25, 2002 until the applicable Date of
       Delivery (as defined herein)), as is applicable to the Firm Securities.
       Such option will expire 30 days after the date of this Agreement, and may
       be exercised in whole or in part from time to time (but not more than
       once) only for the purpose of covering over-allotments that may be made
       in connection with the offering and distribution of the Firm Securities,
       upon notice by the Representatives to the Company setting forth the
       principal amount of Option Securities as to which the several
       Underwriters are then exercising the option and the time and date of
       payment and delivery for such Option Securities. Any such time and date
       of delivery (a "Date of Delivery") shall be determined by the
       Representatives, but shall not be later than seven full business days and
       not earlier than two full business days after the exercise of said
       option, nor in any event prior to the Closing Date, as hereinafter
       defined, unless otherwise agreed upon by the Representatives

                                       11



       and the Company. The principal amount of the Option Securities to be
       purchased by each Underwriter shall be the same percentage of the total
       principal amount of the Option Securities to be purchased by the several
       Underwriters as such Underwriter is purchasing of the Firm Securities,
       subject to such adjustments as the Representatives in their absolute
       discretion shall make to eliminate any Securities in a principal amount
       of less than $1,000.

       3.  Delivery and Payment. Delivery of and payment for the Firm Securities
and the Option Securities (if the option provided for in Section 2(b) hereof
shall have been exercised on or before the third Business Day prior to the
Closing Date) shall be made at 10:00 AM, New York City time, on November 25,
2002, or at such time on such later date not more than three Business Days after
the foregoing date as the Representatives shall designate, which date and time
may be postponed by agreement between the Representatives and the Company or as
provided in Section 9 hereof (such date and time of delivery and payment for the
Securities being herein called the "Closing Date"). Delivery of the Securities
shall be made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to the account specified by
the Company. Delivery of the Securities shall be made through the facilities of
The Depository Trust Company unless the Representatives shall otherwise
instruct.

       If the option provided for in Section 2(b) hereof is exercised after the
third Business Day prior to the Closing Date, the Company will deliver the
Option Securities (at the expense of the Company) to the Representatives on the
date specified by the Representatives (which shall be within three Business Days
after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same day funds to the account specified by
the Company. If settlement for the Option Securities occurs after the Closing
Date, the Company will deliver to the Representatives on the settlement date,
and the obligation of the Underwriters to purchase the Option Securities shall
be conditioned upon receipt of, supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 hereof

       4.  Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Securities for sale to the public as set forth
in the Prospectus.

       5.  Agreements.

       The Company agrees with the several Underwriters that:

                                       12



              (a)  The Company will use its reasonable efforts to cause the
       Registration Statement, if not effective at the Execution Time, and any
       amendment thereof, to become effective. Prior to the termination of the
       offering of the Securities, the Company will not file any amendment of
       the Registration Statement or supplement to the Prospectus or any Rule
       462(b) Registration Statement unless the Company has furnished you a copy
       for your review prior to filing and will not file any such proposed
       amendment or supplement to which you reasonably object. Subject to the
       foregoing sentence, if the Registration Statement has become or becomes
       effective pursuant to Rule 430A, or filing of the Prospectus is otherwise
       required under Rule 424(b), the Company will cause the Prospectus,
       properly completed, and any supplement thereto to be filed with the
       Commission pursuant to the applicable paragraph of Rule 424(b) within the
       time period prescribed and will provide evidence satisfactory to the
       Representatives of such timely filing. The Company will promptly advise
       the Representatives (1) when the Registration Statement, if not effective
       at the Execution Time, shall have become effective; (2) when the
       Prospectus, and any supplement thereto, shall have been filed (if
       required) with the Commission pursuant to Rule 424(b) or when any Rule
       462(b) Registration Statement shall have been filed with the Commission;
       (3) when, prior to termination of the offering of the Securities, any
       amendment to the Registration Statement shall have been filed or become
       effective; (4) of any request by the Commission or its staff for any
       amendment of the Registration Statement, or any Rule 462(b) Registration
       Statement, or for any supplement to any Preliminary Prospectus or the
       Prospectus or for any additional information; (5) of the issuance by the
       Commission of any stop order suspending the effectiveness of the
       Registration Statement or the institution or threatening of any
       proceeding for that purpose; and (6) of the receipt by the Company of any
       notification with respect to the suspension of the qualification of the
       Securities for sale in any jurisdiction or the institution or threatening
       of any proceeding for such purpose. The Company will use its reasonable
       efforts to prevent the issuance of any such stop order or the suspension
       of any such qualification and, if issued, to obtain as soon as possible
       the withdrawal thereof.

              (b)  If, at any time when a prospectus relating to the Securities
       is required to be delivered under the Securities Act, any event occurs as
       a result of which the Prospectus as then supplemented would include any
       untrue statement of a material fact or omit to state any material fact
       necessary to make the statements therein in the light of the
       circumstances under which they were made not misleading, or if it shall
       be necessary to amend the Registration Statement or supplement the
       Prospectus to comply with the Securities Act or the Exchange Act or the
       respective rules thereunder, the Company promptly will (1) notify the
       Representatives of such event, (2) prepare and file with the Commission,
       subject to the second sentence of paragraph (a) of this Section 5, an
       amendment or supplement which will correct such statement or omission or
       effect such

                                       13



       compliance, and (3) supply any supplemented Prospectus to you in such
       quantities as you may reasonably request.

              (c)  As soon as practicable, the Company will make generally
       available to its security holders and to the Representatives an earnings
       statement or statements of the Company and its subsidiaries which will
       satisfy the provisions of Section 11(a) of the Securities Act and Rule
       158 under the Securities Act.

              (d)  The Company will furnish to the Representatives, the other
       Underwriters and counsel for the Underwriters, without charge, a copy of
       the Registration Statement (without exhibits thereto) and, so long as
       delivery of a prospectus by an Underwriter or dealer may be required by
       the Securities Act, as many copies of each Preliminary Prospectus and the
       Prospectus and any supplement thereto as the Representatives may
       reasonably request. The Company will pay the expenses of printing or
       other production of all documents relating to the offering.

              (e)  The Company will arrange, if necessary, for the qualification
       of the Securities for sale under the laws of such jurisdictions as the
       Representatives may designate, will maintain such qualifications in
       effect so long as required for the distribution of the Securities and
       will pay any fee of the National Association of Securities Dealers, Inc.,
       in connection with its review of the offering; provided that in no event
       shall the Company be obligated to qualify to do business in any
       jurisdiction where it is not now so qualified or to take any action that
       would subject it to taxation in excess of a normal dollar amount or
       service of process in suits, other than those arising out of the offering
       or sale of the Securities in any jurisdiction where it is not now so
       subject.

              (f)  The Company will not take, directly or indirectly, any action
       designed to or that would constitute or that might reasonably be expected
       to cause or result in, under the Exchange Act or otherwise, stabilization
       or manipulation of the price of any security of the Company to facilitate
       the sale or resale of the Securities.

              (g)  The Company will not, and will not permit any of its
       Affiliates to, resell any Securities or Common Stock issuable upon
       conversion thereof that have been or may be acquired by any of them.

              (h)  The Company will reserve and keep available at all times,
       free of preemptive rights, the full number of shares of Common Stock
       issuable upon conversion of the Securities.

              (i)  The Company will cooperate with the Representatives and use
       its best efforts to permit the Securities to be eligible for clearance
       and settlement through The Depository Trust Company.

                                       14



              (j)  The Company will not for a period of 60 days following the
       Execution Time, without the prior written consent of the Representatives,
       offer, sell, contract to sell, pledge or otherwise dispose of (or enter
       into any transaction which is designed to, or might reasonably be
       expected to, result in the disposition (whether by actual disposition or
       effective economic disposition due to cash settlement or otherwise) by
       the Company or any Affiliate of the Company or any person in privity with
       the Company or any Affiliate of the Company), directly or indirectly, or
       file (or participate in the filing of) a registration statement with the
       Commission in respect of, or establish or increase a put equivalent
       position or liquidate or decrease a call equivalent position within the
       meaning of Section 16 of the Exchange Act and the rules and regulations
       of the Commission promulgated thereunder, or publicly announce an
       intention to effect any such transaction mentioned above, with respect
       to, any shares of capital stock of the Company or any securities
       convertible or exercisable or exchangeable for such capital stock;
       provided, however, that (A) the Company may issue and sell Common Stock
       pursuant to any employee stock option plan, stock ownership or purchase
       plan or dividend reinvestment plan of the Company in effect at the
       Execution Time, (B) the Company may issue Common Stock issuable upon the
       conversion of securities or the exercise of warrants outstanding at the
       Execution Time, and (C) the Company may issue Common Stock upon
       conversion of the Securities.

              (k)  The Company will not, for so long as any Securities are
       outstanding, be or become, or be or become owned by, an open-end
       investment company, unit investment trust or face-amount certificate
       company that is or is required to be registered under Section 8 of the
       Investment Company Act, and will not be or become, or be or become owned
       by, a closed-end investment company required to be registered but not
       registered thereunder.

              (l)  Between the date hereof and the Closing Date, the Company
       will not do or authorize any act or thing that would result in an
       adjustment of the conversion price of the Securities.

              (m)  The Company agrees to pay the costs and expenses relating to
       the following matters: (i) the preparation of the Indenture, the issuance
       of the Securities and the fees of the Trustee; (ii) the preparation,
       printing or reproduction of each Preliminary Prospectus and the
       Prospectus and each amendment or supplement thereto; (iii) the printing
       (or reproduction) and delivery (including postage, air freight charges
       and charges for counting and packaging) of such copies of the Prospectus,
       and all amendments or supplements thereto, as may, in each case, be
       reasonably requested for use in connection with the offering and sale of
       the Securities; (iv) the preparation, printing, authentication, issuance
       and delivery of certificates for the Securities, including any stamp or
       transfer taxes in

                                       15



               connection with the original issuance and sale of the Securities
               to the Underwriters; (v) the printing (or reproduction) and
               delivery of this Agreement, any blue sky memorandum, the closing
               documents and all other agreements or documents printed (or
               reproduced) and delivered in connection with the offering of the
               Securities; (vi) any registration or qualification of the
               Securities for offer and sale under the securities or blue sky
               laws of the several states (including filing fees and the
               reasonable fees and expenses of counsel for the Underwriters
               relating to such registration and qualification); (vii) the
               transportation and other expenses incurred by or on behalf of
               Company representatives in connection with presentations to
               prospective purchasers of the Securities; (viii) the fees and
               expenses of the Company's accountants and the fees and expenses
               of counsel (including local and special counsel) for the Company;
               and (ix) all other costs and expenses incident to the performance
               by the Company of its obligations hereunder.

               6.  Conditions to the Obligations of the Underwriters. The
          obligations of the Underwriters to purchase the Securities shall be
          subject to the accuracy of the representations and warranties on the
          part of the Company contained herein as of the Execution Time and the
          Closing Date and any applicable Date of Delivery pursuant to Section
          2(b) hereof, to the accuracy of the statements of the Company made in
          any certificates pursuant to the provisions hereof, to the performance
          by the Company of its obligations hereunder and to the following
          additional conditions:

                   (a)   If the Registration Statement has not become effective
               prior to the Execution Time, unless the Representatives agree in
               writing to a later time, the Registration Statement will become
               effective not later than (i) 6:00 PM New York City time, on the
               date of determination of the public offering price, if such
               determination occurred at or prior to 3:00 PM New York City time
               on such date or (ii) 9:30 AM on the Business Day following the
               day on which the public offering price was determined, if such
               determination occurred after 3:00 PM New York City time on such
               date; if filing of the Prospectus, or any supplement thereto, is
               required pursuant to Rule 424(b), the Prospectus, and any such
               supplement, will be filed in the manner and within the time
               period required by Rule 424(b); and no stop order suspending the
               effectiveness of the Registration Statement shall have been
               issued and no proceedings for that purpose shall have been
               instituted or threatened.

                   (b)   The Company shall have requested and caused Latham &
               Watkins, counsel for the Company, to furnish to the
               Representatives its opinion, dated the Closing Date and addressed
               to the Representatives, to the effect that:

                           (i)   the Company is a corporation and is validly
                   existing and in good standing under the laws of its
                   jurisdiction of

                                       16



               incorporation and has the corporate power and corporate authority
               to own, lease and operate its properties and conduct its business
               as described in the Prospectus;

                         (ii)   the Securities have been duly authorized by the
               Company and, when executed and authenticated in accordance with
               the provisions of the Indenture and delivered to and paid for by
               the Underwriters in accordance with the terms of this Agreement,
               will be legally valid and binding obligations of the Company,
               enforceable against the Company in accordance with their terms;
               the shares of Common Stock into which the Securities are
               convertible have been duly authorized, and when issued upon
               conversion of the Securities will be validly issued, fully paid
               and nonassessable and not subject to any statutory preemptive
               rights or, to the knowledge of such counsel, any other similar
               rights;

                         (iii)  the Indenture has been duly authorized, executed
               and delivered by the Company, has been qualified under the Trust
               Indenture Act, and is a valid and binding agreement of the
               Company, enforceable in accordance with its terms;

                         (iv)   this Agreement has been duly authorized,
               executed and delivered by the Company;

                         (v)    the statements under the captions "Description
               of Notes" and "Description of Capital Stock" in the Prospectus,
               insofar as such statements constitute a summary of the legal
               matters or documents referred to therein, are accurate in all
               material respects;

                         (vi)   no consent, approval, authorization or order of,
               or filing with, any New York, California or federal court or
               governmental agency or body is required for the issuance and sale
               of the Securities or for the execution, delivery and performance
               by the Company of its obligations under this Agreement, the
               Indenture or the Securities, except as will be obtained under the
               Securities Act and the Trust Indenture Act and such as may be
               required under state securities laws in connection with the
               purchase and distribution of the Securities by the Underwriters
               as to which such counsel need not express an opinion;

                         (vii)  the issuance and sale of the Securities being
               delivered on the date hereof by the Company and the compliance by
               the Company with the provisions of this Agreement and the
               Indenture will not result in the violation by the Company of its
               Certificate of Incorporation or Bylaws or any New York,
               California or federal statute, rule or regulation known to such

                                       17



               counsel to be applicable to the Company (other than federal
               securities laws, which are specifically addressed in paragraph
               (vi) above, or state securities laws, as to which such counsel
               need not express an opinion);

                      (viii) the Company is not an "investment company" as
               such term is defined in the Investment Company Act of 1940, as
               amended;

                      (ix)   the Registration Statement has become effective
               under the Securities Act; . to our knowledge, no stop order
               suspending the effectiveness of the Registration Statement has
               been issued under the Act and no proceedings therefor have been
               initiated by the Commission; any required filing of the
               Prospectus and the Prospectus Supplement pursuant to Rule 424
               under the Act has been made in accordance with Rule 424 under the
               Securities Act; the Registration Statement, as of the date it was
               declared effective, and the Prospectus, as of its date, complied
               as to form in all material respects with the requirements for
               registration statements on Form S-3 under the Securities Act and
               the rules and regulations of the Commission thereunder (it being
               understood, however, that such counsel expresses no opinion with
               respect to the financial statements, schedules, or other
               financial data, included in, incorporated by reference in, or
               omitted from, the Registration Statement or the Prospectus or
               Regulation S-T; and in passing upon the compliance as to form of
               the Registration Statement and the Prospectus, such counsel has
               assumed that the statements made therein are correct and
               complete); and

                      (x)    no facts came to such counsel's attention that
               caused it to believe that the Registration Statement, at the time
               it became effective contained an untrue statement of a material
               fact or omitted to state a material fact required to be stated
               therein or necessary to make the statements therein not
               misleading, or that , as of the date of the Prospectus
               Supplement, and on the date hereof contained or contains an
               untrue statement of a material fact or omitted or omits to state
               a material fact necessary to make the statements therein, in the
               light of the circumstances under which they were made, not
               misleading; it being understood that we express no belief with
               respect to the financial statements, schedules, or other
               financial data included or incorporated by reference in, or
               omitted from, the Registration Statement or the Prospectus.

               (c)    The Company shall have requested and caused Thomas M.
         McCoy, Senior Vice President and General Counsel of the Company, to

                                       18



           furnish to the Representatives an opinion, dated the Closing Date and
           addressed to the Representatives to the effect that:

                             (i)   the Company and each of its subsidiaries
                   listed on Schedule IV hereto or which constitutes a
                   "significant subsidiary" within the meaning of Rule 1-02 of
                   Regulation S-X (in each case, individually a "Material
                   Subsidiary" and collectively, the "Material Subsidiaries")
                   has been duly incorporated, is validly existing as a
                   corporation in good standing under the laws of its
                   jurisdiction of incorporation and has the corporate power and
                   corporate authority to carry on its business as described in
                   the Prospectus and to own, lease and operate its properties;

                             (ii)  each of the Company and each of the Material
                   Subsidiaries is duly qualified and is in good standing as a
                   foreign corporation authorized to do business in each
                   jurisdiction in which the nature of its business or its
                   ownership or leasing of property requires such qualification,
                   except where the failure to be so qualified would not,
                   individually or in the aggregate, have a material adverse
                   effect on the Company and its subsidiaries, taken as a whole;

                             (iii) all the outstanding shares of capital stock
                   of the Company have been duly authorized and validly issued
                   and are fully paid, non-assessable and not subject to any
                   preemptive or similar rights;

                             (iv)  all of the outstanding shares of capital
                   stock of each of the Company's Material Subsidiaries (other
                   than Fujitsu AMD Semiconductor Limited ("FASL")) have been
                   duly authorized and validly issued and are fully paid and
                   non-assessable, and are owned by the Company, directly or
                   indirectly through one or more subsidiaries, free and clear
                   of any lien, charge or encumbrance; the Company owns 49.992%
                   of the capital stock of FASL which shares or interests have
                   been duly authorized and validly issued and are fully paid
                   and nonassessable, and are owned by the Company, directly or
                   indirectly through one or more subsidiaries, free and clear
                   of any lien, charge or encumbrance;

                             (v)   neither the Company nor any of its Material
                   Subsidiaries is in violation of its respective charter or
                   by-laws and, to such counsel's knowledge after due inquiry,
                   neither the Company nor any of its subsidiaries is in default
                   in the performance of any obligation, agreement, covenant or
                   condition contained in any indenture, loan agreement,
                   mortgage, lease or other agreement or instrument that is
                   material to the Company and

                                       19



                   its subsidiaries, taken as a whole, to which the Company or
                   any of its subsidiaries is a party or by which the Company or
                   any of its subsidiaries or their respective property is
                   bound;

                             (vi)    the execution, delivery and performance of
                   this Agreement, the Indenture and the Securities by the
                   Company, the compliance by the Company with all the
                   provisions hereof and thereof and the consummation of the
                   transactions contemplated hereby and thereby will not (A)
                   conflict with or constitute a breach of any of the terms or
                   provisions of, or a default under, the charter or by-laws of
                   the Company or any of its subsidiaries or any indenture, loan
                   agreement, mortgage, lease or other agreement or instrument
                   that is material to the Company and its subsidiaries, taken
                   as a whole, to which the Company or any of its subsidiaries
                   is a party or by which the Company or any of its subsidiaries
                   or their respective property is bound, (B) result in the
                   imposition or creation of (or the obligation to create or
                   impose) a lien, charge or encumbrance under any agreement or
                   instrument to which the Company or any of its subsidiaries is
                   a party or by which the Company or any of its subsidiaries or
                   their respective property is bound or (C) result in the
                   suspension, termination or revocation of any Authorization of
                   the Company or any of its subsidiaries or any other
                   impairment of the rights of the holder of any such
                   Authorization;

                             (vii)   the Company has all requisite corporate
                   power and authority, has taken all requisite corporate
                   action, and has received and is in compliance with all
                   governmental, judicial and other authorizations, approvals
                   and orders necessary to enter into and perform this
                   Agreement, the Indenture and the Securities;

                             (viii)  after due inquiry, such counsel does not
                   know of any legal or governmental proceedings pending or
                   threatened to which the Company or any of its subsidiaries is
                   or could be a party or to which any of their respective
                   property is or could be subject that is not adequately
                   disclosed in the Prospectus, except in each case for
                   proceedings that, if the subject of an unfavorable decision,
                   ruling or finding would not singly or in the aggregate,
                   result in a material adverse change in the condition
                   (financial or otherwise), earnings, business or properties of
                   the Company and its subsidiaries, taken as a whole;

                             (ix)    except for such rights that have been
                   waived or are inapplicable to the issuance and sale of the
                   Securities, to such counsel's knowledge after due inquiry,
                   there are no contracts, agreements or understandings between
                   the Company and any person granting such person the right to
                   require the Company to

                                       20



              file a registration statement under the Securities Act with
              respect to any securities of the Company or to require the Company
              to include such securities with the Securities registered pursuant
              to the Registration Statement;

                    (x)  the Company's authorized equity capitalization is as
              set forth in the Prospectus, and the capital stock of the Company
              conforms as to legal matters in all material respects to the
              description thereof contained in the Prospectus; the Board of
              Directors of the Company has duly and validly adopted a
              resolution, reserving such shares of Common Stock for issuance
              upon conversion; and the holders of the outstanding shares of
              capital stock of the Company are not entitled to any preemptive or
              other rights to subscribe for the Securities or the shares of
              Common Stock issuable upon the conversion thereof; and

                    (xi) each of the documents incorporated by reference in the
              Prospectus (the "Incorporated Documents") (other than the
              financial statements, schedules and other financial data included
              or incorporated by reference therein, as to which such counsel
              need not express an opinion), when it was filed with the
              Commission, appeared on its face to comply as to form in all
              material respects with the requirements of the Exchange Act and
              the applicable rules and regulations of the Commission thereunder.

              (d)   The Representatives shall have received from Davis Polk &
       Wardwell, counsel for the Underwriters, such opinion or opinions, dated
       the Closing Date and addressed to the Representatives, with respect to
       the issuance and sale of the Securities and, Indenture, the Prospectus
       (together with any supplement thereto) and other related matters as the
       Representatives may reasonably require, and the Company shall have
       furnished to such counsel such documents as they reasonably request for
       the purpose of enabling them to pass upon such matters.

              (e)   The Company shall have furnished to the Representatives a
       certificate of the Company, signed by the Chairman of the Board or the
       President and the principal financial or accounting officer of the
       Company, dated the Closing Date, to the effect that:

                    (i)  the representations and warranties of the Company in
              this Agreement are true and correct in all material respects on
              and as of the Closing Date with the same effect as if made on the
              Closing Date, and the Company has complied with all the agreements
              and satisfied all the conditions on its part to be performed or
              satisfied hereunder at or prior to the Closing Date;

                                       21



                   (ii)   no stop order suspending the effectiveness of the
              Registration Statement has been issued and no proceedings for that
              purpose have been instituted or, to the Company's knowledge,
              threatened; and

                   (iii)  since the date of the most recent financial statements
              included or incorporated by reference in the Prospectus (exclusive
              of any supplement thereto), there has been no material adverse
              effect on the condition (financial or otherwise), earnings,
              business or properties of the Company and its subsidiaries, taken
              as a whole, whether or not arising from transactions in the
              ordinary course of business, except as set forth or incorporated
              by reference in or contemplated in the Prospectus.

              (f)  At the date of this Agreement, the Representatives shall have
       received an executed lockup agreement in the form attached hereto as
       Exhibit B-1 from each of the persons listed on Schedule II and in the
       form attached hereto as Exhibit B-2 from each of the persons listed on
       Schedule III hereto.

              (g)  The Representatives shall have received, on each of the
       Execution Time and the Closing Date, a letter dated as of the Execution
       Time or as of the Closing Date, as the case may be, in form and substance
       satisfactory to the Representatives, from Ernst & Young LLP, independent
       public accountants, containing statements and information of the type
       ordinarily included in accountants' "comfort letters" with respect to the
       financial statements and certain financial information contained or
       incorporated by reference in the Prospectus. References to the Prospectus
       in this Section 6(g) include any amendment or supplement thereto at the
       date of the applicable letter.

              (h)  Subsequent to the Execution Time or, if earlier, the dates as
       of which information is given in the Registration Statement (exclusive of
       any amendment thereof after the Execution Time) and the Prospectus
       (exclusive of any supplement thereto after the Execution Time), there
       shall not have been (i) any change or decrease specified in the letter or
       letters referred to in paragraph (g) of this Section 6 or (ii) any
       change, or any development involving a prospective change, in or
       affecting the condition (financial or otherwise), earnings, business or
       properties of the Company and its subsidiaries, taken as a whole, whether
       or not arising from transactions in the ordinary course of business,
       except as set forth in or contemplated in the Prospectus (exclusive of
       any supplement thereto after the Execution Time) the effect of which, in
       any case referred to in clause (i) or (ii) above, is, in the sole
       judgment of the Representatives, so material and adverse as to make it
       impractical or inadvisable to proceed with the offering or delivery of
       the Securities as contemplated by the Registration Statement (exclusive
       of any amendment thereof after the Execution Time)

                                       22



       and the Prospectus (exclusive of any supplement thereto after the
       Execution Time).

              (i)  Subsequent to the Execution Time, there shall not have been
       any decrease in the rating of any of the Company's debt securities by any
       "nationally recognized statistical rating organization" (as defined for
       purposes of Rule 436(g) under the Securities Act) or any notice given of
       any intended or potential decrease in any such rating or of a possible
       change in any such rating that does not indicate the direction of the
       possible change.

              (j)  Prior to the Closing Date, the Company shall have furnished
       to the Representatives such further information, certificates and
       documents as the Representatives may reasonably request.

              (k)  If any of the conditions specified in this Section 6 shall
       not have been fulfilled in all material respects when and as provided in
       this Agreement, or if any of the opinions and certificates mentioned
       above or elsewhere in this Agreement shall not be in all material
       respects reasonably satisfactory in form and substance to the
       Representatives and counsel for the Underwriters, this Agreement and all
       obligations of the Underwriters hereunder may be canceled at, or at any
       time prior to, the Closing Date by the Representatives. Notice of such
       cancellation shall be given to the Company in writing or by telephone or
       facsimile confirmed in writing.

              (l)  The documents required to be delivered by this Section 6
       shall be delivered at the office of counsel for the Underwriters at Davis
       Polk & Wardwell, 1600 El Camino Real, Menlo Park, CA 94025 on the Closing
       Date.

       7.   Reimbursement of Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not satisfied
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse the
Underwriters severally through Salomon Smith Barney Inc. for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities.

       8.   Indemnification and Contribution.

              (a)  The Company agrees to indemnify and hold harmless each
       Underwriter, the directors, officers, employees and agents of each
       Underwriter and each person who controls any Underwriter within the

                                       23



       meaning of either the Securities Act or the Exchange Act against any and
       all losses, claims, damages or liabilities, joint or several, to which
       they or any of them may become subject under the Securities Act, the
       Exchange Act or other federal or state statutory law or regulation, at
       common law or otherwise, insofar as such losses, claims, damages or
       liabilities (or actions in respect thereof) arise out of or are based
       upon any untrue statement or alleged untrue statement of a material fact
       contained in the Registration Statement for the registration of the
       Securities as originally filed or in any amendment thereof, or in any
       Preliminary Prospectus or the Prospectus, or in any amendment thereof or
       supplement thereto, or arise out of or are based upon the omission or
       alleged omission to state therein a material fact required to be stated
       therein or necessary to make the statements therein, in the light of the
       circumstances under which they were made, not misleading, and agrees to
       reimburse each such indemnified party, as incurred, for any legal or
       other expenses reasonably incurred by them in connection with
       investigating or defending any such loss, claim, damage, liability or
       action; provided, however, that the Company will not be liable in any
       such case to the extent that any such loss, claim, damage or liability
       arises out of or is based upon any such untrue statement or alleged
       untrue statement or omission or alleged omission made therein in reliance
       upon and in conformity with written information furnished to the Company
       by or on behalf of any Underwriter through the Representatives
       specifically for inclusion therein. This indemnity agreement will be in
       addition to any liability which the Company may otherwise have.

              (b)  Each Underwriter severally and not jointly agrees to
       indemnify and hold harmless the Company, each of its directors, each of
       its officers who signs the Registration Statement, and each person who
       controls the Company within the meaning of either the Securities Act or
       the Exchange Act, to the same extent as the foregoing indemnity from the
       Company to each Underwriter, but only with reference to written
       information relating to such Underwriter furnished to the Company by or
       on behalf of such Underwriter through the Representatives specifically
       for inclusion in the documents referred to in the foregoing indemnity.
       This indemnity agreement will be in addition to any liability which any
       Underwriter may otherwise have. The Company acknowledges that the
       statements set forth (i) in the last paragraph of the cover page
       regarding delivery of the Securities and, under the heading
       "Underwriting," (ii) the list of Underwriters and their respective
       participation in the sale of the Securities, (iii) the sentences related
       to concessions and reallowances and (iv) the paragraph related to
       stabilization, syndicate covering transactions and penalty bids in any
       Preliminary Prospectus and the Prospectus constitute the only information
       furnished in writing by or on behalf of the several Underwriters for
       inclusion in any Preliminary Prospectus or the Prospectus.

                                       24



              (c)  Promptly after receipt by an indemnified party under this
       Section 8 of notice of the commencement of any action, such indemnified
       party will, if a claim in respect thereof is to be made against the
       indemnifying party under this Section 8, notify the indemnifying party in
       writing of the commencement thereof; but the failure so to notify the
       indemnifying party (i) will not relieve it from liability under paragraph
       (a) or (b) above unless and to the extent it did not otherwise learn of
       such action and such failure results in the forfeiture by the
       indemnifying party of substantial rights and defenses and (ii) will not,
       in any event, relieve the indemnifying party from any obligations to any
       indemnified party other than the indemnification obligation provided in
       paragraph (a) or (b) above. The indemnifying party shall be entitled to
       appoint counsel of the indemnifying party's choice at the indemnifying
       party's expense to represent the indemnified party in any action for
       which indemnification is sought (in which case the indemnifying party
       shall not thereafter be responsible for the fees and expenses of any
       separate counsel retained by the indemnified party or parties except as
       set forth below); provided, however, that such counsel shall be
       reasonably satisfactory to the indemnified party. Notwithstanding the
       indemnifying party's election to appoint counsel to represent the
       indemnified party in an action, the indemnified party shall have the
       right to employ separate counsel (including local counsel), and the
       indemnifying party shall bear the reasonable fees, costs and expenses of
       such separate counsel if (i) the use of counsel chosen by the
       indemnifying party to represent the indemnified party would present such
       counsel with a conflict of interest; (ii) the actual or potential
       defendants in, or targets of, any such action include both the
       indemnified party and the indemnifying party and the indemnified party
       shall have reasonably concluded that there may be legal defenses
       available to it and/or other indemnified parties which are different from
       or additional to those available to the indemnifying party; (iii) the
       indemnifying party shall not have employed counsel satisfactory to the
       indemnified party to represent the indemnified party within a reasonable
       time after notice of the institution of such action; or (iv) the
       indemnifying party shall authorize the indemnified party to employ
       separate counsel at the expense of the indemnifying party. An
       indemnifying party will not, without the prior written consent of the
       indemnified parties, settle or compromise or consent to the entry of any
       judgment with respect to any pending or threatened claim, action, suit or
       proceeding in respect of which indemnification or contribution may be
       sought hereunder (whether or not the indemnified parties are actual or
       potential parties to such claim or action) unless such settlement,
       compromise or consent includes an unconditional release of each
       indemnified party from all liability arising out of such claim, action,
       suit or proceeding.

              (d)  In the event that the indemnity provided in paragraph (a) or
       (b) of this Section 8 is unavailable to or insufficient to hold harmless
       an indemnified party for any reason, the Company and the Underwriters

                                       25



       severally agree to contribute to the aggregate losses, claims, damages
       and liabilities (including legal or other expenses reasonably incurred in
       connection with investigating or defending same) (collectively "Losses")
       to which the Company and one or more of the Underwriters may be subject
       in such proportion as is appropriate to reflect the relative benefits
       received by the Company on the one hand and by the Underwriters on the
       other from the offering of the Securities; provided, however, that in no
       case shall any Underwriter (except as may be provided in any agreement
       among underwriters relating to the offering of the Securities) be
       responsible for any amount in excess of the underwriting discount or
       commission applicable to the Securities purchased by such Underwriter
       hereunder. If the allocation provided by the immediately preceding
       sentence is unavailable for any reason, the Company and the Underwriters
       severally shall contribute in such proportion as is appropriate to
       reflect not only such relative benefits but also the relative fault of
       the Company on the one hand and of the Underwriters on the other in
       connection with the statements or omissions which resulted in such Losses
       as well as any other relevant equitable considerations. Benefits received
       by the Company shall be deemed to be equal to the total net proceeds from
       the offering (before deducting expenses) received by it, and benefits
       received by the Underwriters shall be deemed to be equal to the total
       underwriting discounts and commissions, in each case as set forth on the
       cover page of the Prospectus Supplement. Relative fault shall be
       determined by reference to, among other things, whether any untrue or any
       alleged untrue statement of a material fact or the omission or alleged
       omission to state a material fact relates to information provided by the
       Company on the one hand or the Underwriters on the other, the intent of
       the parties and their relative knowledge, access to information and
       opportunity to correct or prevent such untrue statement or omission. The
       Company and the Underwriters agree that it would not be just and
       equitable if contribution were determined by pro rata allocation or any
       other method of allocation which does not take account of the equitable
       considerations referred to above. Notwithstanding the provisions of this
       paragraph (d), no person guilty of fraudulent misrepresentation (within
       the meaning of Section 11(f) of the Securities Act) shall be entitled to
       contribution from any person who was not guilty of such fraudulent
       misrepresentation. For purposes of this Section 8, each person who
       controls an Underwriter within the meaning of either the Securities Act
       or the Exchange Act and each director, officer, employee and agent of an
       Underwriter shall have the same rights to contribution as such
       Underwriter, and each person who controls the Company within the meaning
       of either the Securities Act or the Exchange Act, each officer of the
       Company who shall have signed the Registration Statement and each
       director of the Company shall have the same rights to contribution as the
       Company, subject in each case to the applicable terms and conditions of
       this paragraph (d).

                                       26



        9.  Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the principal amount of
Securities set forth opposite their names in Schedule I hereto bears to the
aggregate principal amount of Securities set forth opposite the names of all the
remaining Underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event
that the aggregate principal amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of
the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement
will terminate without liability to any nondefaulting Underwriter or the
Company. In the event of a default by any Underwriter as set forth in this
Section 9, the Closing Date shall be postponed for such period, not exceeding
five Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Prospectus or in any
other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company or any nondefaulting Underwriter for damages occasioned by its
default hereunder.

       10.  Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if at any time prior to such time
(i) trading in the Company's Common Stock shall have been suspended by the
Commission or the New York Stock Exchange or trading in securities generally on
the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities, (iii)
there shall have occurred any major disruption of settlements of securities,
(iv) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis or any change or development involving a prospective change
in United States or international, political, financial or economic conditions
the effect of which on financial markets is such as to make it, in the sole
judgment of the Representatives, impracticable or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by the Prospectus
(exclusive of any supplement thereto after the Execution Time).

       11.  Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation

                                       27



made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.

       12.  Notices. In all dealings hereunder, the Representatives shall act on
behalf of each Underwriter, and the parties hereto shall be entitled to act and
rely on any statement, request, notice or agreement on behalf of any Underwriter
made or given by the Representatives jointly or by any of the Representatives
individually. All communications hereunder will be in writing and effective only
on receipt, and, (i) if sent to the Representatives, will be mailed, delivered
or faxed as follows:

                Salomon Smith Barney Inc.
                388 Greenwich Street, 3rd floor
                New York, NY 10013
                Facsimile No.: (212) 816-7912
                Attention: General Counsel

                Banc of America Securities LLC
                9 West 57/th/ Street, 40/th/ Floor
                New York, NY 10019
                Facsimile No.: (212) 847-5037
                Attention: Eric Hambleton

         with copies to:

                Davis Polk & Wardwell
                1600 El Camino Real
                Menlo Park, CA 94025
                Facsimile No.: (650) 752-2116
                Attention: Alan F. Denenberg, Esq.

         (ii)   and if sent to the Company, will be mailed, delivered or
         telefaxed as follows:

                Advanced Micro Devices, Inc.
                One AMD Plaza
                Sunnyvale, CA 94088
                Facsimile No.: (408) 732-6164
                Attention: General Counsel

         with copies to:

                Latham & Watkins
                135 Commonwealth Drive
                Menlo Park, CA 94025
                Facsimile No.: (650) 463-2600

                                       28



                Attention: Christopher L. Kaufman, Esq.

       13.  Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof and no
other person will have any right or obligation hereunder.

       14.  Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York.

       15.  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same instrument.

       16.  Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.

       17.  Definitions. The terms which follow, when used in this Agreement,
shall have the meanings indicated.

       "Affiliate" shall have the meaning specified in Rule 501(b) of Regulation
D.

       "Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in the City of New York.

       "Effective Date" shall mean each date and time that the Registration
Statement, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statement became or become effective.

       "Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

       "Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the
Securities Act.

       "Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statement when it becomes effective pursuant to Rule 430A.

       "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

       If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon

                                       29



this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

                                                    Very truly yours,

                                                    ADVANCED MICRO DEVICES, INC.

                                                    By: /s/ Thomas M. McCoy
                                                        ------------------------
                                                        Name: Thomas M. McCoy
                                                        Title: Vice President,
                                                                General Counsel
                                                                and Secretary

                                       30



         The foregoing Agreement is hereby confirmed
         and accepted as of the date first above written.

         SALOMON SMITH BARNEY INC.

         By: /s/ William L. Frauenhofer
             ------------------------------
             Name: William L. Frauenhofer
             Title: Vice President




         BANC OF AMERICA SECURITIES LLC

         By: /s/ Robert Messih
             ------------------------------
             Name: Robert Messih
             Title: Managing Director




         MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED

         By: /s/ Rex Sherry
             ------------------------------
             Name: Rex Sherry
             Title: Managing Director

         For themselves and the other
         several Underwriters named in
         Schedule I to the foregoing
         Agreement.

                                       31



                                   SCHEDULE I

                                                                Principal Amount
                                                                of Securities to
                                  Underwriters                    be Purchased
                                  ------------                    ------------
Banc of America Securities LLC ........................    $     157,500,000.00
Salomon Smith Barney Inc...............................    $     157,500,000.00
Merrill Lynch, Pierce, Fenner & Smith Incorporated ....    $      35,000,000.00
                                                              -----------------

         Total                                                   350,000,000.00



                                   SCHEDULE II

List of persons subject to the Lock-Up Agreement attached hereto as Exhibit B-1

Name                                         Position
- ----                                         --------

Hector de J. Ruiz                            Director, President and Chief
                                             Executive Officer

Robert R. Herb                               Executive Vice President, Chief
                                             Sales and Marketing Officer

Thomas M. McCoy                              Senior Vice President, General
                                             Counsel and Secretary

Robert J. Rivet                              Senior Vice President, Chief
                                             Financial Officer

Dr. Frederick Baur                           Director

Charles M. Blalark                           Director

Dr. R. Gene Brown                            Director

Robert R. Palmer                             Director

Joe L. Roby                                  Director

Dr. Leonard M. Silverman                     Director

Benjamin M Anixter                           Vice President, External Affairs

Bertrand Cambou                              Group Vice President, Memory Group

Tom Eby                                      Group Vice President, Strategy and
                                             Business Development Group

Dirk Meyer                                   Vice President, Computation
                                             Products Group

Daryl Ostrander                              Group Vice President, Wafer
                                             Fabrication Technology
                                             Implementation Group

Stan Winvick                                 Senior Vice President, Human
                                             Resources



                                  SCHEDULE III

 List of persons subject to the Lock-Up Agreement attached hereto as Exhibit B-2


Name                                       Position
- ----                                       --------

W. J. Sanders III                          Director and Chairman

William T. Siegle                          Senior Vice President, Technology
                                           Operations and Chief Scientist



                                   SCHEDULE IV


                              Material Subsidiaries



AMD Saxony Manufacturing GmbH

Fujitsu AMD Semiconductor Limited



                                                                       EXHIBIT A

                          Form of Officers' Certificate



                                                                     EXHIBIT B-1

                            Form of Lockup Agreement



                                                                     EXHIBIT B-2

                            Form of Lockup Agreement

EX-4.1

                                                                     EXHIBIT 4.1

                          ADVANCED MICRO DEVICES, INC.,
                                    as Issuer

                                       and

                              THE BANK OF NEW YORK

                                   as Trustee





                                    INDENTURE

                          dated as of November 25, 2002



                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE .............................................      1

   Section 1.01. Certain Definitions. .............................................................      1
   Section 1.02. Other Definitions. ...............................................................      4
   Section 1.03. Incorporation by Reference of Trust Indenture Act. ...............................      4
   Section 1.04. Rules of Construction. ...........................................................      4

ARTICLE 2. THE SECURITIES .........................................................................      5

   Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating. ........................      5
   Section 2.02. Execution and Authentication. ....................................................      7
   Section 2.03. Registrar and Paying Agent. ......................................................      8
   Section 2.04. Paying Agent to Hold Money in Trust. .............................................      8
   Section 2.05. Securityholder Lists. ............................................................      9
   Section 2.06. Transfer and Exchange. ...........................................................      9
   Section 2.07. Replacement Securities. ..........................................................      9
   Section 2.08. Outstanding Securities. ..........................................................     10
   Section 2.09. Treasury Securities. .............................................................     10
   Section 2.10. Temporary Securities. ............................................................     10
   Section 2.11. Cancellation. ....................................................................     11
   Section 2.12. Defaulted Interest. ..............................................................     11
   Section 2.13. Special Record Dates. ............................................................     11
   Section 2.14. CUSIP Numbers. ...................................................................     11

ARTICLE 3. REDEMPTION .............................................................................     12

   Section 3.01. Notices to Trustee. ..............................................................     12
   Section 3.02. Selection of Securities to Be Redeemed. ..........................................     12
   Section 3.03. Notice of Redemption. ............................................................     12
   Section 3.04. Effect of Notice of Redemption. ..................................................     13
   Section 3.05. Deposit of Redemption Price. .....................................................     13
   Section 3.06. Securities Redeemed in Part. .....................................................     14

ARTICLE 4. COVENANTS ..............................................................................     14

   Section 4.01. Payment of Securities. ...........................................................     14
   Section 4.02. Maintenance of Office or Agency. .................................................     14
   Section 4.03. Commission Reports. ..............................................................     14
   Section 4.04. Compliance Certificate. ..........................................................     15
   Section 4.05. Taxes. ...........................................................................     15
   Section 4.06. Stay, Extension and Usury Laws. ..................................................     15
   Section 4.07. Corporate Existence. .............................................................     16
   Section 4.08. Calculation of Original Issue Discount. ..........................................     16


                                        i



                                                                                                     
ARTICLE 5. SUCCESSORS .............................................................................     16

   Section 5.01. When Company May Merge, etc. .....................................................     16
   Section 5.02. Successor Corporation Substituted. ...............................................     17

ARTICLE 6. DEFAULTS AND REMEDIES ..................................................................     17

   Section 6.01. Events of Default. ...............................................................     17
   Section 6.02. Acceleration. ....................................................................     18
   Section 6.03. Other Remedies. ..................................................................     19
   Section 6.04. Waiver of Past Defaults. .........................................................     19
   Section 6.05. Control by Majority. .............................................................     19
   Section 6.06. Limitation on Suits. .............................................................     19
   Section 6.07. Rights of Holders to Receive Payment. ............................................     20
   Section 6.08. Collection Suit by Trustee. ......................................................     20
   Section 6.09. Trustee May File Proofs of Claim. ................................................     20
   Section 6.10. Priorities. ......................................................................     21
   Section 6.11. Undertaking for Costs. ...........................................................     21

ARTICLE 7. TRUSTEE ................................................................................     22

   Section 7.01. Duties of Trustee. ...............................................................     22
   Section 7.02. Rights of Trustee. ...............................................................     23
   Section 7.03. Individual Rights of Trustee. ....................................................     24
   Section 7.04. Trustee's Disclaimer. ............................................................     24
   Section 7.05. Notice of Defaults. ..............................................................     24
   Section 7.06. Reports by Trustee to Holders. ...................................................     24
   Section 7.07. Compensation and Indemnity. ......................................................     25
   Section 7.08. Replacement of Trustee. ..........................................................     25
   Section 7.09. Successor Trustee by Merger, etc. ................................................     27
   Section 7.10. Eligibility; Disqualification. ...................................................     27
   Section 7.11. Preferential Collection of Claims Against Company. ...............................     27

ARTICLE 8. SATISFACTION AND DISCHARGE DEFEASANCE ..................................................     27

   Section 8.01. Satisfaction and Discharge of Indenture. .........................................     27
   Section 8.02. Application of Trust Funds; Indemnification. .....................................     28
   Section 8.03. Legal Defeasance of Securities of any Series. ....................................     29
   Section 8.04. Covenant Defeasance. .............................................................     30
   Section 8.05. Repayment to Company. ............................................................     31

ARTICLE 9. SUPPLEMENTS, AMENDMENTS AND WAIVERS ....................................................     32

   Section 9.01. Without Consent of Holders. ......................................................     32
   Section 9.02. With Consent of Holders. .........................................................     32
   Section 9.03. Revocation and Effect of Consents. ...............................................     33
   Section 9.04. Notation on or Exchange of Securities. ...........................................     34
   Section 9.05. Trustee to Sign Amendments, etc. .................................................     34



                                       ii



                                                                                                     
ARTICLE 10.  MISCELLANEOUS ........................................................................     34

   Section 10.01. Indenture Subject to Trust Indenture Act. .......................................     34
   Section 10.02. Notices. ........................................................................     34
   Section 10.03. Communication By Holders With Other Holders. ....................................     35
   Section 10.04. Certificate and Opinion as to Conditions Precedent. .............................     35
   Section 10.05. Statements Required in Certificate or Opinion. ..................................     36
   Section 10.06. Rules by Trustee and Agents. ....................................................     36
   Section 10.07. Legal Holidays. .................................................................     36
   Section 10.08. No Recourse Against Others. .....................................................     36
   Section 10.09. Counterparts. ...................................................................     37
   Section 10.10. Governing Law. ..................................................................     37
   Section 10.11. Severability. ...................................................................     37
   Section 10.12. Effect of Headings, Table of Contents, etc. .....................................     37
   Section 10.13. Successors and Assigns. .........................................................     37
   Section 10.14. No Interpretation of Other Agreements. ..........................................     37



                                       iii



CROSS-REFERENCE TABLE*
Trust Indenture
  Act Section                                                Indenture Section
- -------------                                                -----------------
310(a)(1) .....................................................           7.10
   (a)(2) .....................................................           7.10
   (a)(3) .....................................................           N.A.
   (a)(4) .....................................................           N.A.
   (a)(5) .....................................................           7.10
   (b) ........................................................     7.08; 7.10
   (c) ........................................................           N.A.
311(a) ........................................................           7.11
   (b) ........................................................           7.11
   (c) ........................................................           N.A.
312(a) ........................................................           2.05
   (b) ........................................................          10.03
   (c) ........................................................          10.03
313(a) ........................................................           7.06
   (b) ........................................................           7.06
   (c) ........................................................    7.06; 10.02
   (d) ........................................................           7.06
314(a) ........................................................    4.03; 10.02
   (b) ........................................................           N.A.
   (c)(1) .....................................................          10.04
   (c)(2) .....................................................          10.04
   (c)(3) .....................................................           N.A.
   (d) ........................................................           N.A.
   (e) ........................................................          10.05
   (f) ........................................................           N.A.
315(a) ........................................................    7.01(b)(ii)
   (b) ........................................................    7.05; 10.02
   (c) ........................................................        7.01(a)
   (d) ........................................................        7.01(d)
   (e) ........................................................           6.11
316(a)(last sentence) .........................................           2.09
   (a)(1)(A) ..................................................           6.05
   (a)(1)(B) ..................................................           6.04
   (a)(2) .....................................................           N.A.
   (b) ........................................................           6.07
   (c) ........................................................     2.14; 9.03
317(a)(1) .....................................................           6.08
   (a)(2) .....................................................           6.09
   (b) ........................................................           2.04
318(a) ........................................................          10.01
   (b) ........................................................           N.A.
   (c) ........................................................          10.01
*

- ---------------------------
N.A. means not applicable

* This Cross-Reference Table is not part of the Indenture



                  INDENTURE dated as of November 25, 2002 between Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), and The Bank of New York,
a New York banking corporation, as Trustee (the "Trustee").

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series (the
"Securities"), as herein provided, up to such principal amount as may from time
to time be authorized in or pursuant to one or more resolutions of the Board of
Directors or by supplemental indenture or Officers' Certificate.

                                   ARTICLE 1
         EACH PARTY AGREES AS FOLLOWS FOR THE BENEFIT OF THE OTHER PARTY
          AND FOR THE EQUAL AND RATABLE BENEFIT OF THE HOLDERS OF EACH
                       SERIES OF THE SECURITIES:ARTICLE 1.

                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01         Certain Definitions.

                  "Affiliate" means any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company. For purposes of this definition, "control" (including, with correlative
meanings, the terms "controlling," "controlled by" and "under common control
with"), as used with respect to any Person, shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the management
or policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise.

                  "Agent" means any Registrar, Paying Agent, authenticating
agent or co-Registrar.

                  "Board of Directors" means the Board of Directors of the
Company or any authorized committee thereof.

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

                  "Commission" means the Securities and Exchange Commission.

                  "Company" means the party named as such above until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.

                  "Company Order" means a written order signed in the name of
the Company by two Officers, one of whom must be the Company's principal
executive officer, principal financial officer or principal accounting officer.

                                        1



                  "Company Request" means a written request signed in the name
of the Company by its Chairman of the Board, a President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

                  "Default" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

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

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are applicable from time to time.

                  "Global Security" shall mean a Security issued to evidence all
or a part of any series of Securities that is executed by the Company and
authenticated and delivered by the Trustee to a depositary or pursuant to such
depositary's instructions, all in accordance with this Indenture and pursuant to
Section 2.01, which shall be registered as to principal and interest in the name
of such depositary or its nominee.

                  "Holder" or "Securityholder" means a Person in whose name a
Security is registered in the register of Securities kept by the Registrar.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Interest," when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, means
interest payable after maturity.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial
Officer, any Vice-President, the Treasurer, the Controller, the Secretary, any
Assistant Treasurer or any Assistant Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers, one of whom must be the Company's principal executive officer,
principal financial officer or principal accounting officer.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Original Issue Discount Security" means any Security which
provides that an amount less than its principal amount is due and payable upon
acceleration after an Event of Default.

                                        2



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

                  "Principal" of a Security means the principal amount due on
the stated maturity of the Security plus the premium, if any, on the Security.

                  "Securities" means the Securities authenticated and delivered
under this Indenture.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time.

                  "Subsidiary" means any corporation, partnership or limited
liability company of which the Company, or the Company and one or more
Subsidiaries, or any one or more Subsidiaries, directly or indirectly own (i) in
the case of a corporation, voting securities entitling the holders thereof to
elect a majority of the directors, either at all times or so long as there is no
default or contingency which permits the holders of any other class of
securities to vote for the election of one or more directors, (ii) in the case
of a partnership, at least a majority of the general partnership interests and
at least a majority of total outstanding partnership interests or (iii) in the
case of a limited liability company, at least a majority of the membership
interests.

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

                  "Trustee" means the party named as such above until a
successor becomes such pursuant to this Indenture and thereafter means or
includes each party who is then a trustee hereunder, and if at any time there is
more than one such party, "Trustee" as used with respect to the Securities of
any series means the Trustee with respect to Securities of that series. If
Trustees with respect to different series of Securities are trustees under this
Indenture, nothing herein shall constitute the Trustees co-trustees of the same
trust, and each Trustee shall be the trustee of a trust separate and apart from
any trust administered by any other Trustee with respect to a different series
of Securities.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer its corporate trust matters.

                  "U.S. Government Obligations" means securities which are (i)
direct obligations of The United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of The United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by The United States of America which are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company as custodian with respect
to any such U.S. Government Obligation or a specific payment of interest on or
principal of any such U.S. Government Obligation held by such custodian for the
account of the holder of a depository receipt, provided that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the

                                        3



holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation evidenced by such depository receipt.

Section 1.02        Other Definitions.

                  Term                                       Defined in Section
                  ----                                       ------------------
                  "Bankruptcy Law"                                  6.01
                  "Custodian"                                       6.01
                  "Event of Default"                                6.01
                  "Legal Holiday"                                  10.07
                  "Paying Agent"                                    2.03
                  "redemption price"                                3.03
                  "Registrar"                                       2.03
Section 1.03       Incorporation by Reference of Trust Indenture Act.

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

                  "indenture securities" means the Securities.

                  "indenture securityholder" means a Securityholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the Securities means the Company and any
successor obligor on the Securities.

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

Section 1.04        Rules of Construction.

                  Unless the context otherwise requires:

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

                                (ii)  an accounting term not otherwise defined
                                      has the meaning assigned to it in
                                      accordance with GAAP;

                                (iii) "or" is not exclusive;

                                (iv)  words in the singular include the plural,
                                      and in the plural include the singular;
                                      and

                                        4



                                (v)   provisions apply to successive events and
                                      transactions.

                                   ARTICLE 2
                                 THE SECURITIES

Section 2.01        Unlimited In Amount, Issuable In Series, Form and Dating.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. There shall be established in or pursuant
to a Board Resolution or an Officers' Certificate pursuant to authority granted
under a Board Resolution or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series:

                  (a) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

                  (b) any limit upon the aggregate principal amount of
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to this Article 2);

                  (c) the price or prices (expressed as a percentage of the
aggregate principal amount thereof) at which the Securities of the series will
be issued;

                  (d) the date or dates on which the principal of the Securities
of the series is payable;

                  (e) the rate or rates which may be fixed or variable at which
the Securities of the series shall bear interest, if any, or the manner in which
such rate or rates shall be determined, the date or dates from which such
interest shall accrue, the interest payment dates on which such interest shall
be payable and the record dates for the determination of Holders to whom
interest is payable;

                  (f) the place or places where the principal of and any
interest on Securities of the series shall be payable, if other than as provided
herein;

                  (g) the price or prices at which (if any), the period or
periods within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole or
in part, at the option, or as an obligation, of the Company;

                  (h) the obligation, if any, of the Company to redeem, purchase
or repay Securities of the series, in whole or in part, pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof and the price
or prices at which and the period and periods within which and the terms and
conditions upon which Securities of the series shall be redeemed, purchased or
repaid pursuant to such obligation;

                                        5



         (i) if other than denominations of $1,000 and any multiple thereof, the
denominations in which Securities of the series shall be issuable;

         (j) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.02
hereof;

         (k) any addition to or change in the covenants set forth in Article 4
which applies to Securities of the series;

         (l) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

         (m) the Trustee for the series of Securities;

         (n) whether the Securities of the series shall be issued in whole or in
part in the form of a Global Security or Securities; the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole
or in part for other individual Securities, and the depositary for such Global
Security and Securities;

         (o) the provisions, if any, relating to any security provided for the
Securities of the series;

         (p) the form and terms of any guarantee of the Securities of the series
and the execution of this Indenture by any guarantor;

         (q) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series; provided,
however, that no such term may modify or delete any provision hereof if imposed
by the TIA; and provided, further, that any modification or deletion of the
rights, duties or immunities of the Trustee hereunder shall have been consented
to in writing by the Trustee).

         All Securities of any series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or Officers' Certificate or in any such indenture supplemental
hereto.

         The principal of and any interest on the Securities shall be payable at
the office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

         Each Security shall be in one of the forms approved from time to time
by or pursuant to a Board Resolution or Officers' Certificate, or established in
one or more indentures supplemental hereto. Prior to the delivery of a Security
to the Trustee for authentication in any form approved by or pursuant to a Board
Resolution or Officers' Certificate, the Company shall deliver to the Trustee
the Board Resolution or Officers' Certificate by or pursuant to which such

                                        6



form of Security has been approved, which Board Resolution or Officers'
Certificate shall have attached thereto a true and correct copy of the form of
Security which has been approved by or pursuant thereto.

               The Securities may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Security shall be dated the
date of its authentication.

Section 2.02      Execution and Authentication.

               Two Officers shall sign the Securities for the Company by manual
or facsimile signature. The Company's seal shall be reproduced on the Securities
manually or by facsimile.

               If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

               A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Security has been authenticated under this Indenture.

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication. The Trustee shall
thereupon authenticate and make available for delivery said Securities to or
upon the Written Request of the Company. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and, subject to
Section 1.01, shall be fully protected in relying upon:

               (a) A copy of the resolution or resolutions of the Board of
Directors in or pursuant to which the terms and form of the Securities were
established, certified by the Secretary of an Assistant Secretary of the Company
to have been duly adopted by the Board of Directors and to be in full force and
effect as of the date of such certificate, or if the terms and form of such
Securities are established by an Officers' Certificate pursuant to general
authorization of the Board of Directors, such Officers' Certificate;

               (b) an executed supplement indenture, if any; and

               (c) an Officers' Certificate delivered in accordance with
Sections 10.04 and 10.05.

               The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

               The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes

                                        7



authentication by such agent. An authenticating agent has the same rights as an
Agent to deal with the Company or an Affiliate of the Company.

Section 2.03      Registrar and Paying Agent.

               The Company shall maintain an office or agency where Securities
of a particular series may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where Securities of that
series may be presented for payment (a "Paying Agent"). The Registrar for a
particular series of Securities shall keep a register of the Securities of that
series and of their transfer and exchange. The Company may appoint one or more
co-Registrars and one or more additional paying agents for each series of
Securities. The term "Paying Agent" includes any additional paying agent. The
Company may change any Paying Agent, Registrar or co-Registrar without prior
notice to any Securityholder. The Company shall notify the Trustee in writing of
the name and address of any Agent not a party to this Indenture.

               If the Company fails to maintain a Registrar or Paying Agent for
any series of Securities, the Trustee shall act as such. The Company or any of
its Affiliates may act as Paying Agent, Registrar or co-Registrar.

               The Company hereby appoints the Trustee the initial Registrar and
Paying Agent for each series of Securities unless another Registrar or Paying
Agent, as the case may be, is appointed prior to the time Securities of that
series are first issued.

Section 2.04      Paying Agent to Hold Money in Trust.

               Whenever the Company has one or more Paying Agents it will, prior
to each due date of the principal of or interest on, any Securities, deposit
with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

               The Company shall require each Paying Agent other than the
Trustee to agree in writing that such Paying Agent will hold in trust for the
benefit of the Securityholders of the particular series for which it is acting,
or the Trustee, all money held by the Paying Agent for the payment of principal
or interest on the Securities of such series, and that such Paying Agent will
notify the Trustee of any Default by the Company or any other obligor of the
series of Securities in making any such payment and at any time during the
continuance of any such Default, upon the written request of the Trustee,
forthwith pay to the Trustee all sums so held in trust by such Paying Agent. If
the Company or an Affiliate acts as Paying Agent, it shall segregate and hold in
a separate trust fund for the benefit of the Securityholders of the particular
series for which it is acting all money held by it as Paying Agent. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing, the Paying Agent (if other than the Company or an
Affiliate of the Company) shall have no further liability for such money. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Securities.

                                        8



Section 2.05      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, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven business days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

Section 2.06      Transfer and Exchange.

               Where Securities of a series are presented to the Registrar or a
co-Registrar with a request to register a transfer or to exchange them for an
equal principal amount of Securities of the same series of other authorized
denominations, the Registrar shall register the transfer or make the exchange if
its requirements for such transactions are met. To permit registrations of
transfers and exchanges, the Company shall issue and the Trustee shall
authenticate Securities at the Registrar's request.

               No service charge shall be made for any registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

               The Company need not issue, and the Registrar or co-Registrar
need not register the transfer or exchange of, (i) any Security of a particular
series during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of Securities of that series under
Section 3.02 and ending at the close of business on the day of such mailing, or
(ii) any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security of that series being redeemed in part.

Section 2.07      Replacement Securities.

               If a mutilated Security is surrendered to the Trustee or if the
Holder of a Security claims that the Security has been lost, destroyed or
wrongfully taken, the Company shall issue and the Trustee shall authenticate a
replacement Security of same series if the Company's and the Trustee's
requirements are met. The Trustee or the Company shall require an indemnity bond
to be furnished which is sufficient in the judgment of both to protect the
Company, the Trustee, and any Agent from any loss which any of them may suffer
if a Security is replaced. The Company may charge such Holder for its expenses
in replacing a Security.

               Every replacement Security is an obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

                                        9



Section 2.08      Outstanding Securities.

               The Securities of any series outstanding at any time are all the
Securities of that series authenticated by the Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

               If a Security is replaced pursuant to Section 2.07, 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 Securities are considered paid under Section 4.01, they cease
to be outstanding and interest on them ceases to accrue.

               Except as set forth in Section 2.09 hereof, a Security does not
cease to be outstanding because the Company or an Affiliate holds the Security.

               For each series of Original Issue Discount Securities, the
principal amount of such Securities that shall be deemed to be outstanding and
used to determine whether the necessary Holders have given any request, demand,
authorization, direction, notice, consent or waiver shall be the principal
amount of such Securities that could be declared to be due and payable upon
acceleration upon an Event of Default as of the date of such determination. When
requested by the Trustee, the Company will advise the Trustee of such amount,
showing its computations in reasonable detail.

Section 2.09      Treasury Securities.

               In determining whether the Holders of the required principal
amount of Securities of any series have concurred in any direction, waiver or
consent, Securities owned by the Company or an Affiliate shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which a Trust Officer of the Trustee actually knows
are so owned shall be so considered.

Section 2.10      Temporary Securities.

               Until definitive Securities are ready for delivery, the Company
may prepare and the Trustee shall authenticate temporary Securities upon a
Company Request signed by one Officer of the Company. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

               Holders of temporary securities shall be entitled to all of the
benefits of this Indenture.

                                       10



Section 2.11   Cancellation.

               The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration of
transfer, exchange, payment, replacement or cancellation. The Company may not
issue new Securities to replace Securities that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.12   Defaulted Interest.

               If the Company fails to make a payment of interest on any
series of Securities, it shall pay such defaulted interest plus (to the extent
lawful) any interest payable on the defaulted interest, in any lawful manner. It
may elect to pay such defaulted interest, plus any such interest payable on it,
to the Persons who are Holders of such Securities on which the interest is due
on a subsequent special record date. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each such
Security. The Company shall fix any such record date and payment date for such
payment. At least 15 days before any such record date, the Company shall mail to
Securityholders affected thereby a notice that states the record date, payment
date, and amount of such interest to be paid.

Section 2.13   Special Record Dates.

               (a) The Company may, but shall not be obligated to, set a record
date for the purpose of determining the identity of Holders entitled to consent
to any supplement, amendment or waiver permitted by this Indenture. If a record
date is fixed, the Holders of Securities of that series outstanding on such
record date, and no other Holders, shall be entitled to consent to such
supplement, amendment or waiver or revoke any consent previously given, whether
or not such Holders remain Holders after such record date. No consent shall be
valid or effective for more than 90 days after such record date unless consents
from Holders of the principal amount of Securities of that series required
hereunder for such amendment or waiver to be effective shall have also been
given and not revoked within such 90-day period.

               (b) The Trustee may, but shall not be obligated to, fix any day
as a record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities of
that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

Section 2.14   CUSIP Numbers.

               The Company in issuing the Securities may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a

                                       11



convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                    ARTICLE 3
                                   REDEMPTION

Section 3.01      Notices to Trustee.

               If the Company elects to redeem Securities of any series pursuant
to any optional redemption provisions thereof, it shall notify the Trustee of
the redemption date and the principal amount of Securities of that series to be
redeemed.

               The Company shall give the notice provided for in this Section at
least 45 days before the redemption date (unless a shorter notice period shall
be satisfactory to the Trustee), which notice shall specify the provisions of
such Security pursuant to which the Company elects to redeem such Securities.

               If the Company elects to reduce the principal amount of
Securities of any series to be redeemed pursuant to mandatory redemption
provisions thereof, it shall notify the Trustee of the amount of, and the basis
for, any such reduction. If the Company elects to credit against any such
mandatory redemption Securities it has not previously delivered to the Trustee
for cancellation, it shall deliver such Securities with such notice.

Section 3.02      Selection of Securities to Be Redeemed.

               If less than all the Securities of any series are to be redeemed,
the Trustee shall select the Securities of that series to be redeemed by a
method that complies with the requirements of any exchange on which the
Securities of that series are listed, or, if the Securities of that series are
not listed on an exchange, on a pro rata basis or by lot. The Trustee shall make
the selection not more than 75 days and not less than 30 days before the
redemption date from Securities of that series outstanding and not previously
called for redemption. Except as otherwise provided as to any particular series
of Securities, Securities and portions thereof that the Trustee selects shall be
in amounts equal to the minimum authorized denomination for Securities of the
series to be redeemed or any integral multiple thereof. 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 in writing of the Securities or portions of Securities to be called for
redemption.

Section 3.03      Notice of Redemption.

               Except as otherwise provided as to any particular series of
Securities, at least 15 days but not more than 60 days before a redemption date,
the Company shall mail a notice of redemption to each Holder whose Securities
are to be redeemed.

                                       12



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

                     (1) the redemption date;

                     (2) the redemption price fixed in accordance with the terms
               of the Securities of the series to be redeemed, plus accrued
               interest, if any, to the date fixed for redemption (the
               "redemption price");

                     (3) if any Security is being redeemed in part, the portion
               of the principal amount of such Security to be redeemed and that,
               after the redemption date, upon surrender of such Security, a new
               Security or Securities in principal amount equal to the
               unredeemed portion will be issued;

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

                     (5) that Securities called for redemption must be
               surrendered to the Paying Agent to collect the redemption price;

                     (6) that, unless the Company defaults in payment of the
               redemption price, interest on Securities called for redemption
               ceases to accrue on and after the redemption date; and

                     (7) the CUSIP number, if any, of the Securities to be
               redeemed.

               At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense. The notice mailed in the
manner herein provided shall be conclusively presumed to have been duly given
whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice of the Holder of any Security
shall not affect the validity of the proceeding for the redemption of any other
Security.

Section 3.04      Effect of Notice of Redemption.

               Once notice of redemption is mailed in accordance with Section
3.03 hereof, Securities called for redemption become due and payable on the
redemption date for the redemption price. Upon surrender to the Paying Agent,
such Securities will be paid at the Redemption Price.

Section 3.05      Deposit of Redemption Price.

               On or before 10:00 a.m., Eastern time, on the redemption date,
the Company shall deposit with the Paying Agent (or, if the Company or any
Affiliate is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of all Securities called for redemption
on that date other than Securities which have previously been delivered by the
Company to the Trustee for cancellation. The Paying Agent shall return to the
Company any money not required for that purpose.

                                       13



Section 3.06      Securities Redeemed in Part.

               Upon surrender of a Security that is redeemed in part, the
Company shall issue and the Trustee shall authenticate for the Holder at the
expense of the Company a new Security of same series equal in principal amount
to the unredeemed portion of the Security surrendered.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01      Payment of Securities.

               The Company shall pay or cause to be paid the principal of and
interest on the Securities on the dates and in the manner provided in this
Indenture and the Securities. Principal and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or an Affiliate,
holds as of 10:00 a.m. Eastern Time on that date immediately available funds
designated for and sufficient to pay all principal and interest then due.

               To the extent lawful, the Company shall pay interest on overdue
principal and overdue installments of interest at the rate per annum borne by
the applicable series of Securities.

Section 4.02      Maintenance of Office or Agency.

               The Company shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. 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 corporate trust office of the
Trustee.

               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. The Company
shall give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.

               The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03      Commission Reports.

               The Company shall deliver to the Trustee within 15 days after it
files them with the Commission copies of the annual reports and of the
information, documents, and other reports (or copies of such portions of any of
the foregoing as the Commission may by rules and

                                       14



regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act; provided, however the
Company shall not be required to deliver to the Trustee any materials for which
the Company has sought and received confidential treatment by the Commission.
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 exclusively on Officers' Certificates).

Section 4.04      Compliance Certificate.

               The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that in the course of the performance by the signers of their duties as officers
of the Company, they would normally have knowledge of any failure by the Company
to comply with all conditions, or default by the Company with respect to any
covenants, under this Indenture, and further stating whether or not they have
knowledge of any such failure or default and, if so, specifying each such
failure or default and the nature thereof. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided for in this Indenture. The certificate need not
comply with Section 10.04.

               The Company shall deliver to the Trustee, as soon as possible and
in any event within five days after the Company becomes aware of the occurrence
of any Event of Default or an event which, with notice or the lapse of time or
both, would constitute an Event of Default, an Officers' Certificate setting
forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.

Section 4.05      Taxes.

               The Company shall pay prior to delinquency, all material taxes,
assessments, and governmental levies except as contested in good faith by
appropriate proceedings.

Section 4.06      Stay, Extension and Usury Laws.

               The Company covenants (to the extent that it may lawfully do so)
that it shall not at any time insist upon, plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay, extension or usury law
wherever enacted, now or at any time hereafter in force, that 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 shall not, by resort to any such law,
hinder, delay or impede the execution of any power herein granted to the
Trustee, but shall suffer and permit the execution of every such power as though
no such law has been enacted.

                                       15



Section 4.07      Corporate Existence.

               Subject to Article 5 hereof, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Subsidiaries, in accordance with the respective organizational documents
(as the same may be amended from time to time) of each Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 4.08      Calculation of Original Issue Discount.

               The Company shall file with the Trustee promptly at the end of
each calendar year (i) a written notice specifying the amount of 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 5
                                   SUCCESSORS

Section 5.01      When Company May Merge, etc.

               The Company shall not consolidate or merge with or into (whether
or not the Company is the surviving corporation), or sell, assign, transfer,
lease, convey or otherwise dispose of all or substantially all of its properties
or assets in one or more related transactions to any Person unless:

                     (1) the Company is the surviving corporation or the Person
               formed by or surviving any such consolidation or merger (if other
               than the Company) or to which such sale, assignment, transfer,
               lease, conveyance or other disposition shall have been made is a
               corporation organized and existing under the laws of the United
               States, any state thereof or the District of Columbia;

                     (2) the Person formed by or assuming any such consolidation
               or merger (if other than the Company) or the Person to which such
               sale, assignment, transfer, lease, conveyance or other
               disposition shall have been made assumes by supplemental
               indenture all the obligations of the Company under the Securities
               and this Indenture; and

                     (3) immediately prior to and after giving effect to the
               transaction no Default or Event of Default shall have occurred
               and be continuing.

                                       16



The Company shall deliver to the Trustee on or prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02      Successor Corporation Substituted.

               Upon any consolidation or merger, or any transfer by the Company
(other than by lease) of all or substantially all of the assets of the Company
in accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer 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 corporation had been named as the Company herein. In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01      Events of Default.

               An "Event of Default" occurs with respect to Securities of any
particular series if, unless in the establishing Board Resolution, Officers'
Certificate or supplemental indenture hereto, it is provided that such series
shall not have the benefit of said Event of Default:

                     (1) the Company defaults in the payment of interest on any
               Security of that series when the same becomes due and payable and
               the Default continues for a period of 30 days;

                     (2) the Company defaults in the payment of the principal of
               any Security of that series when the same becomes due and payable
               at maturity, upon redemption or otherwise;

                     (3) an Event of Default, as defined in the Securities of
               that series, occurs and is continuing, or the Company fails to
               comply with any of its other agreements in the Securities of that
               series or in this Indenture with respect to that series and the
               Default continues for the period and after the notice specified
               below;

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

                           (A) commences a voluntary case;

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

                                       17



                         (C) consents to the appointment of a Custodian of it or
                     for all or substantially all of its property;

                         (D) makes a general assignment for the benefit of its
                     creditors; or

                         (E) admits in writing its inability generally to pay
                     its debts as the same become due.

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

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

                         (B) appoints a Custodian of the Company or for all or
                     substantially all of its property; or

                         (C) orders the liquidation of the Company;

             and the order or decree remains unstayed and in effect for 60 days.

                     (6) any other Event of Default provided with respect to
             Securities of that series which is specified in a Board Resolution,
             Officers' Certificate or supplemental indenture establishing that
             series of Securities.

             The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

             A Default under clause (3) above is not an Event of Default with
respect to a particular series of Securities until the Trustee or the Holders of
at least 50% in principal amount of the then outstanding Securities of that
series notify the Company of the Default and the Company does not cure the
Default within 30 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default."

Section 6.02      Acceleration.

             If an Event of Default with respect to Securities of any series
(other than an Event of Default specified in clauses (4) and (5) of Section
6.01) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 50% in principal amount of the then outstanding Securities
of that series by notice to the Company and the Trustee, may declare the unpaid
principal (or, in the case of Original Issue Discount Securities, such lesser
amount as may be provided for in such Securities) of and any accrued interest on
all the Securities of that series to be due and payable on the Securities of
that series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of
the then outstanding Securities of

                                       18



that series by notice to the Trustee 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 with respect to that series have been
cured or waived except nonpayment of principal (or such lesser amount) or
interest that has become due solely because of the acceleration.

Section 6.03      Other Remedies.

               If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal or interest on the Securities of that series or to
enforce the performance of any provision of the Securities of that series or
this Indenture.

               The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them 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. All remedies are
cumulative to the extent permitted by law.

Section 6.04      Waiver of Past Defaults.

               Subject to Section 9.02, the Holders of a majority in principal
amount of the then outstanding Securities of any series by notice to the Trustee
may waive an existing Default or Event of Default with respect to that series
and its consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series (provided, however, that the Holders of a
majority in principal amount of the outstanding Securities of any series may
rescind an acceleration and its consequences, including any related payment
default that resulted from such acceleration).

Section 6.05      Control by Majority.

               The Holders of a majority in principal amount of the then
outstanding Securities of any series may direct the time, method and place of
conducting any proceeding for any remedy with respect to that series available
to the Trustee or exercising any trust or power conferred on it. However, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture, that is unduly prejudicial to the rights of another Holder of
Securities of that series, or that may involve the Trustee in personal
liability. The Trustee may take any other action which it deems proper which is
not inconsistent with any such direction.

Section 6.06      Limitation on Suits.

               A Holder of Securities of any series may not pursue a remedy with
respect to this Indenture or the Securities unless:

                  (1) the Holder gives to the Trustee written notice of a
               continuing Event of Default with respect to that series;

                                       19



                   (2) the Holders of at least 50% in principal amount of the
               then outstanding Securities of that series make a written request
               to the Trustee to pursue the remedy;

                   (3) such Holder or Holders offer to the Trustee 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 the request and the offer and, if
               requested, the provision of indemnity; and

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

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

Section 6.07      Rights of Holders to Receive Payment.

               Notwithstanding any other provision of this Indenture, the right
of any Holder of a Security to receive payment of principal of and interest, if
any, on the Security, on or after the respective due dates expressed in the
Security, or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
the Holder.

Section 6.08      Collection Suit by Trustee.

               If an Event of Default specified in Section 6.01(1) or (2) occurs
and is continuing with respect to Securities of any series, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount of principal (or such portion of the principal as
may be specified as due upon acceleration at that time in the terms of that
series of Securities) and interest, if any, remaining unpaid on the Securities
of that series then outstanding, together with (to the extent lawful) interest
on overdue principal and interest, and such further amount as shall be
sufficient to cover the costs and, to the extent lawful, expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.

Section 6.09      Trustee May File Proofs of Claim.

               The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee and the Securityholders allowed in any judicial proceedings relative to
the Company (or any other obligor on the Securities), its creditors or its
property and shall be entitled to and empowered to collect and receive any money
or other property payable or deliverable on any such claims and to distribute
the same, and any custodian in any such judicial proceedings is hereby
authorized by each

                                       20



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 to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder 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 Securityholder
in any such proceeding.

Section 6.10   Priorities.

               If the Trustee collects any money with respect to Securities of
any series pursuant to this Article, it shall pay out the money in the following
order:

                    First:     to the Trustee, its agents and attorneys for
                               amounts due under Section 7.07, including payment
                               of all compensation, expense and liabilities
                               incurred, and all advances made, by the Trustee
                               and the costs and expenses of collection;

                    Second:    to Securityholders for amounts due and unpaid on
                               the Securities of such series for principal and
                               interest, ratably, without preference or priority
                               of any kind, according to the amounts due and
                               payable on the Securities of such series for
                               principal and interest, respectively; and

                    Third:     to the Company or to such party as a court of
                               competent jurisdiction shall direct.

               The Trustee may fix a record date and payment date for any
payment to Holders of Securities of any series pursuant to this Section. The
Trustee shall notify the Company in writing reasonably in advance of any such
record date and payment date.

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 a Trustee, a court in its discretion may require the filing by any party
litigant 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 defense made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the then outstanding Securities.

                                       21



                                    ARTICLE 7
                                     TRUSTEE

Section 7.01       Duties of Trustee.

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

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

                          (i)     the duties of the Trustee shall be determined
                                  solely by the express provisions of this
                                  Indenture or the TIA and the Trustee need
                                  perform only those duties that are
                                  specifically set forth in this Indenture or
                                  the TIA and no others, and no implied
                                  covenants or obligations shall be read into
                                  this Indenture against the Trustee; and

                          (ii)    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. However, in the case of any such
                                  certificates or opinions which by any
                                  provision hereof are specifically required to
                                  be furnished to the Trustee, the Trustee shall
                                  be under a duty to examine the same 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).

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

                          (i)     this paragraph does not limit the effect of
                                  paragraph (b) of this Section;

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

                                       22



                          (iii)   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 6.05
                                  hereof.

               (d) Whether or not therein expressly so provided, every provision
of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

               (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee may refuse to
perform any duty or exercise any right or power unless it receives security and
indemnity satisfactory to it against any loss, liability or expense.

               (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Absent written instruction from the Company, the Trustee shall not be required
to invest any such money. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.

Section 7.02        Rights of Trustee.

               Subject to TIA Section 315(a) through (d):

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

               (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel, or both. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel.

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

               (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers, unless the Trustee's conduct constitutes negligence.

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

               (f) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon.

                                       23



               (g) The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction.

               (h) The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Trust 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 its principle corporate trust office, and such notice
references the Securities and this Indenture.

               (i) 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.

Section 7.03       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 an
Affiliate with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee is subject to TIA
Sections 310(b) and 311.

Section 7.04       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 of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities other than its certificate of
authentication.

Section 7.05       Notice of Defaults.

               If a Default or Event of Default with respect to the Securities
of any series occurs and is continuing and if it is actually known to a Trust
Officer of the Trustee, the Trustee shall mail to all Holders of Securities of
that series a notice of the Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment on any
such Security, the Trustee may withhold the notice if and so long as a committee
of its Trust Officers in good faith determines that withholding the notice is in
the interests of such Securityholders.

Section 7.06       Reports by Trustee to Holders.

               Within 60 days after May 1 in each year, the Trustee with respect
to any series of Securities shall mail to Holders of Securities of that series
as provided in TIA Section 313(c) a brief report dated as of such May 1 that
complies with TIA Section 313(a) (if such report is required by TIA Section
313(a)). The Trustee shall also comply with TIA Section 313(b).

                                       24



               A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Company and filed with the Commission and
each stock exchange on which any of the Securities are listed, as required by
TIA Section 313(d). The Company shall promptly notify the Trustee when the
Securities are listed on any stock exchange or of any delisting thereof.

Section 7.07       Compensation and Indemnity.

               The Company shall pay to the Trustee from time to time such
compensation as shall be agreed upon in writing for its services hereunder. The
Company shall reimburse the Trustee upon written request for all reasonable
out-of-pocket expenses incurred by it. Such expenses shall include the
reasonable compensation and out-of-pocket expenses of the Trustee's agents and
counsel.

               The Company shall indemnify each of the Trustee and any
predecessor Trustee for any and all loss, damage, claim, expense or liability
incurred by it, without negligence or bad faith on its part, in connection with
the acceptance or administration of this Indenture and its duties hereunder. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent.

               To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

               If the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

Section 7.08       Replacement of Trustee.

               A resignation or removal of the Trustee with respect to one or
more or all series of Securities and appointment of a successor Trustee shall
become effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

               The Trustee may resign with respect to one or more or all series
of Securities by so notifying the Company in writing. The Holders of a majority
in principal amount of the then outstanding Securities of any series may remove
the Trustee as to that series by so notifying the Trustee in writing and may
appoint a successor Trustee with the Company's consent. The Company may remove
the Trustee with respect to one or more or all series of Securities if:

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

                    (2) the Trustee is adjudged a bankrupt or an insolvent;

                                       25



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

               (4) the Trustee becomes incapable of acting.

          If, as to any series of Securities, the Trustee resigns or is removed
or if a vacancy exists in the office of Trustee for any reason, the Company
shall promptly appoint a successor Trustee for that series. Within one year
after the successor Trustee with respect to any series takes office, the Holders
of a majority in principal amount of the then outstanding Securities of that
series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company. If a successor Trustee as to a particular series does
not take office within 60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company or the Holders of at least 10% in principal
amount of the then outstanding Securities of that series may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee.

          If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

          A successor Trustee as to any series of Securities shall deliver a
written acceptance of its appointment to the retiring Trustee and to the
Company. Immediately after that, 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 7.07), 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 as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

          Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

          In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
shall contain such provisions as shall be necessary or desirable to confirm that
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series as to which the retiring Trustee is
not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary
or desirable to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee; provided, however, that nothing herein or in
such supplemental Indenture shall constitute such Trustee co-trustees of the
same trust and that each

                                       26



such Trustee shall be trustee of a trust hereunder separate and apart from any
trust hereunder administered by any other such Trustee.

               Upon the execution and delivery of such supplemental Indenture
the resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

Section 7.09      Successor Trustee by Merger, etc.

               If the Trustee as to any series of Securities consolidates,
merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any
further act shall be the successor Trustee as to that series.

Section 7.10   Eligibility; Disqualification.

               Each series of Securities shall always have a Trustee who
satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee as
to any series of Securities shall always have a combined capital and surplus of
at least $25,000,000 as set forth in its most recent published annual report of
condition. The Trustee is subject to TIA Section 310(b).

Section 7.11   Preferential Collection of Claims Against Company.

               The Trustee is subject to 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 8
                      SATISFACTION AND DISCHARGE DEFEASANCE

Section 8.01      Satisfaction and Discharge of Indenture.

               This Indenture shall upon Company Order cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

               (a)  either

                              (i)   all Securities theretofore authenticated and
                                    delivered (other than Securities that have
                                    been destroyed, lost stolen and that have
                                    been replaced or paid) have been delivered
                                    to the Trustee for cancellation; or

                              (ii)  all such Securities not theretofore
                                    delivered to the Trustee for cancellation

                                       27



                    (2) have become due and payable, or

                    (3) will become due and payable at their stated maturity
               within one year, or

                    (4) are to be called for redemption within one year under
               arrangements satisfactory to the Trustee for the giving of notice
               of redemption by the Trustee in the name, and at the expense, of
               the Company, or

                    (5) are deemed paid and discharged pursuant to Section 8.03,
               as applicable;

and the Company, in the case of (1), (2) or (3) above, has deposited or caused
to be deposited with the Trustee as trust funds in trust an amount sufficient
for the purpose of paying and discharging the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and interest to the date of such deposit (in the case of Securities
which have become due and payable on or prior to the date of such deposit) or to
the stated maturity or redemption date, as the case may be;

               (b) the Company has paid or caused to be paid all other sums
payable hereunder by the Company; and

               (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 7.07, and, if money
shall have been deposited with the Trustee pursuant to clause (a) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.03, the obligations of the Trustee under
Section 8.02 and Section 8.05 shall survive.

Section 8.02       Application of Trust Funds; Indemnification.

               (a) Subject to the provisions of Section 8.05, all money
deposited with the Trustee pursuant to Section 8.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 8.03 or
8.04 and all money received by the Trustee in respect of U.S. Government
Obligations deposited with the Trustee pursuant to Section 8.03 or 8.04, shall
be held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with or received by the
Trustee or to make mandatory sinking fund payments or analogous payments as
contemplated by Sections 8.03 and 8.04.

                                       28



               (b) The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 8.03 or 8.04 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

               (c) The Trustee shall deliver or pay to the Company from time to
time upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 8.03 or 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, are then in excess of
the amount thereof which then would have been required to be deposited for the
purpose for which such U.S. Government Obligations or money were deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

Section 8.03      Legal Defeasance of Securities of any Series.

               Unless this Section 8.03 is otherwise specified to be
inapplicable to Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Securities of
any such series on the 91st day after the date of the deposit referred to in
subparagraph (d) hereof, and the provisions of this Indenture, as it relates to
such outstanding Securities of such series, shall no longer be in effect (and
the Trustee, at the expense of the Company, shall, upon Company Request, execute
proper instruments acknowledging the same), except as to:

               (a) the rights of Holders of Securities of such series to
receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of an each installment of principal of or interest on the
outstanding Securities of such series on the stated maturity of such principal
of or interest and (ii) the benefit of any mandatory sinking fund payments
applicable to the Securities of such series on the day on which such payments
are due and payable in accordance with the terms of this Indenture and the
Securities of such series;

               (b) the Company's obligations with respect to such Securities of
such series under Sections 2.03, 2.06 and 2.07; and

               (c) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 8.02 and the duty of the
Trustee to authenticate Securities of such series issued on registration of
transfer of exchange; provided that, the following conditions shall have been
satisfied:

               (d) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for and dedicated
solely to the benefit of the Holders of such Securities, cash in U.S. Dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and
without reinvestment and assuming no tax liability will be imposed on such
Trustee), not later than one day before the due date of

                                       29



any payment of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal (including mandatory sinking fund or analogous
payments) of and interest, if any, on all the Securities of such series on the
dates such installments of interest or principal are due;

               (e) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

               (f) no Default or Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit
or during the period ending on the 91st day after such date;

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

               (h) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Securities of such series over any other
creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;

               (i) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company
Act of 1940, as amended), or such trust shall be qualified under such Act or
exempt from regulation thereunder; and

               (j) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section
have been complied with.

Section 8.04      Covenant Defeasance.

               Unless this Section 8.04 is otherwise inapplicable to Securities
of any series, on and after the 91st day after the date of the deposit referred
to in subparagraph (a) hereof, the Company may omit to comply with any term,
provision or condition set forth under Sections 4.03, 4.04, 4.05, 4.06, 4.07 and
5.01 as well as any additional covenants contained in a supplemental indenture
hereto for a particular series of Securities or a Board Resolution or an
Officers' Certificate delivered pursuant to Section 2.01(n) (and the failure to
comply with any

                                       30



such provisions shall not constitute a Default or Event of Default under Section
6.01) and the occurrence of any event described in clause (e) of Section 6.01
shall not constitute a Default or Event of Default hereunder, with respect to
the Securities of such series, provided that the following conditions shall have
been satisfied:

               (a) With reference to this Section 8.04, the Company has
deposited or caused to be irrevocably deposited (except as provided in Section
8.03) with the Trustee as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such Securities,
cash in U.S. Dollars and/or U.S. Government Obligations which through the
payment of interest and principal in respect thereof, in accordance with their
terms, will provide (and without reinvestment and assuming no tax liability will
be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to pay principal and
interest, if any, on and any mandatory sinking fund in respect of the Securities
of such series on the dates such installments of interest or principal are due;

               (b) Such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

               (c) No Default or Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such deposit
or during the period ending on the 91st day after such date;

               (d) The Company shall have delivered to the Trustee an Opinion of
Counsel confirming that Holders of the Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and defeasance had not occurred;

               (e) The Company shall have delivered to the Trustee an Officers'
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Securities of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company; and

               (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section have been complied with.

Section 8.05      Repayment to Company.

               The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two

                                       31



years after the date upon which such payment shall have become due. After
payment to the Company, Securityholders entitled to the money must look to the
Company for payment as general creditors unless an applicable abandoned property
law designates another Person.

                                    ARTICLE 9
                       SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01      Without Consent of Holders.

               The Company and the Trustee as to any series of Securities may
supplement or amend this Indenture or the Securities without notice to or the
consent of any Securityholder:

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

                    (2) to comply with Article 5;

                    (3) to comply with any requirements of the Commission in
               connection with the qualification of this Indenture under the
               TIA;

                    (4) to provide for uncertificated Securities in addition to
               or in place of certificated Securities;

                    (5) to add to, change or eliminate any of the provisions of
               this Indenture in respect of one or more series of Securities,
               provided, however, that any such addition, change or elimination
               (A) shall neither (i) apply to any Security of any series created
               prior to the execution of such supplemental indenture and
               entitled to the benefit of such provision nor (ii) modify the
               rights of the Holder of any such Security with respect to such
               provision or (B) shall become effective only when there is no
               outstanding Security of any series created prior to the execution
               of such supplemental indenture and entitled to the benefit of
               such provision;

                    (6) to make any change that does not adversely affect in any
               material respect the interests of the Securityholders of any
               series; or

                    (7) to establish additional series of Securities as
               permitted by Section 2.01.

Section 9.02      With Consent of Holders.

               Subject to Section 6.07, the Company and the Trustee as to any
series of Securities may amend this Indenture or the Securities of that series
with the written consent of the Holders of a majority in principal amount of the
then outstanding Securities of each series affected by the amendment, with each
such series voting as a separate class. The Holders of a majority in principal
amount of the then outstanding Securities of any series may also waive
compliance in a particular instance by the Company with any provision of this
Indenture with respect to that series or the Securities of that series;
provided, however, that without the consent of each Securityholder affected, an
amendment or waiver may not:

                                       32



                    (1) reduce the percentage of the principal amount of
               Securities whose Holders must consent to an amendment or waiver;

                    (2) reduce the amount of, or postpone the date fixed for,
               the payment of any sinking fund or analogous provision;

                    (3) reduce the rate of, or change the time for payment of
               interest on, any Security;

                    (4) reduce the principal of or change the fixed maturity of
               any Security or waive a redemption payment or alter the
               redemption provisions with respect thereto;

                    (5) make any Security payable in money other than that
               stated in the Security;

                    (6) reduce the principal amount of Original Issue Discount
               Securities payable upon acceleration of the maturity thereof;

                    (7) make any change in Section 6.04, 6.07 or 9.02 (this
               sentence); or

                    (8) waive a default in the payment of the principal of, or
               interest on, any Security, except to the extent otherwise
               provided for in Section 6.02.

               An amendment or waiver under this Section which waives, changes
or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

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

               The Company will mail supplemental indentures to Holders upon
request. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such
supplemental indenture or waiver.

Section 9.03      Revocation and Effect of Consents.

               Until an amendment or waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security; provided, however, that unless a record date shall have
been established pursuant to Section 2.13(a), any such Holder or subsequent
Holder

                                       33



may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.

Section 9.04      Notation on or Exchange of Securities.

               If an amendment or waiver changes the terms of a Security: (a)
the Trustee may require the Holder of the Security to deliver it to the Trustee,
the Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05      Trustee to Sign Amendments, etc.

               The Trustee shall receive an Opinion of Counsel stating that the
execution of any amendment or waiver proposed pursuant to this Article is
authorized or permitted by this Indenture. Subject to the preceding sentence,
the Trustee shall sign such amendment or waiver if the same does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Trustee
may, but shall not be obligated to, execute any such amendment, supplement or
waiver which affects the Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

                                   ARTICLE 10
                                  MISCELLANEOUS

Section 10.01     Indenture Subject to Trust Indenture Act.

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

Section 10.02     Notices.

               Any notice or communication is duly given if in writing and
delivered in person or sent by first-class mail, telecopier or overnight air
courier guaranteeing next day delivery, addressed as follows:

               If to the Company:

                             Advanced Micro Devices, Inc.
                             One AMD Place
                             Sunnyvale, California 94086
                             Attention: General Counsel

                                       34



               If to the Trustee:

                               The Bank of New York
                               101 Barclay Street, Floor 8 West
                               New York, New York 10286
                               Attention: Corporate Trust Trustee Administration

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

               All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

               Any notice or communication to a Securityholder shall be mailed
by first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

               If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

Section 10.03     Communication By Holders With Other Holders.

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

Section 10.04     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 (except for the initial issuance of
Securities under this Indenture), the Company shall furnish to the Trustee:

               (a) 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

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

                                       35



Section 10.05     Statements Required in Certificate or Opinion.

               Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than the certificate
provided for in Section 4.03) shall include:

                    (1) a statement that the Person making such certificate or
               opinion has read such covenant or condition;

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

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

                    (4) a statement as to whether or not, in the opinion of such
               Person, such condition or covenant has been complied with;
               provided, however, that with respect to matters of fact an
               Opinion of Counsel may rely on an Officers' Certificate or
               certificates of public officials.

Section 10.06     Rules by Trustee and Agents.

               The Trustee as to Securities of any series may make reasonable
rules for action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

Section 10.07     Legal Holidays.

               A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in New York, New York, are not required to be open. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

Section 10.08     No Recourse Against Others.

               A past, present or future director, officer, employee,
stockholder or incorporator, as such, of the Company or any successor
corporation shall not have any liability for any obligations of the Company
under any series of Securities or the Indenture or for any claim based on, in
respect of, or by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration of issuance of the
Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the Commission that such a waiver
is against public policy.

                                       36



Section 10.09     Counterparts.

               This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

Section 10.10     Governing Law.

               The internal laws of the State of New York shall govern this
Indenture and the Securities, without regard to the conflict of laws provisions
thereof.

Section 10.11     Severability.

               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 10.12     Effect of Headings, Table of Contents, etc.

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

Section 10.13     Successors and Assigns.

               All covenants and agreements of the Company in this Indenture and
the Securities shall bind its successors and assigns. All agreements of the
Trustee in this Indenture shall bind its successor.

Section 10.14     No Interpretation of Other Agreements.

               This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

                                       37



                                   SIGNATURES

                  IN WITNESS WHEREOF, the parties hereto have executed this
Indenture as of the date first above written.

                                 ADVANCED MICRO DEVICES, INC.

                                 By  /s/ Robert J. Rivet
                                   ----------------------------------------
                                   Name: Robert J. Rivet
                                   Title: Senior Vice President, Chief Financial
                                          Officer

                                 THE BANK OF NEW YORK,
                                   as Trustee

                                 By  /s/ Michael Pitfick
                                   ----------------------------------------
                                   Name: Michael Pitfick
                                   Title: Assistant Vice President

                                    38

EX-4.2

                                                                     EXHIBIT 4.2

                          ADVANCED MICRO DEVICES, INC.

                        OFFICERS' CERTIFICATE PURSUANT TO
                    SECTIONS 2.01 AND 10.04 OF THE INDENTURE

     Robert J. Rivet and Thomas M. McCoy do hereby certify that they are the
Senior Vice President and Chief Financial Officer, Senior Vice President,
General Counsel and Secretary, respectively, of Advanced Micro Devices, Inc., a
Delaware corporation (the "Company"), and do further certify, pursuant to
resolutions of the Executive Committee of the Board of Directors of the Company
adopted on November 19, 2002 (the "Resolutions"), and in accordance with
Sections 2.01 and 10.04 of the Base Indenture dated as of November 25, 2002 (the
"Base Indenture," and as amended and supplemented by this Officers' Certificate,
the "Indenture") between the Company and The Bank of New York, as trustee (the
"Trustee"), as follows:

     1.   Terms of Notes. A series of securities to be issued under the
Indenture and designated as the Company's 4.50% Convertible Senior Notes Due
2007 (the "Notes") has been authorized. The Notes will be issued at the initial
offering price of 100% of the principal amount of the Notes. The form of Notes
is attached hereto as Annex A (the "Form of Note") and terms set forth in the
Form of Note are incorporated by reference herein. The following terms shall
apply to the Notes:

          (a)  The aggregate principal amount of Notes that may be authenticated
     and delivered is $350,000,000 plus such aggregate principal amount (which
     may not exceed $52,500,000 principal amount) of Notes as may be purchased
     by the Underwriters on the Option Closing Date (as defined in the
     Underwriting Agreement) pursuant to the Underwriting Agreement, dated
     November 19, 2002 (the "Underwriting Agreement"), between the Company and
     Banc of America Securities LLC, Salomon Smith Barney Inc. and Merrill
     Lynch, Pierce, Fenner & Smith Incorporated, as Underwriters, except for
     Notes authenticated and delivered upon registration of transfer of, or in
     exchange for, or in lieu of, other securities pursuant to Section 2.06,
     2.07, 2.10 or 9.04 of the Base Indenture, Paragraph 7 or 9 hereof or
     subparagraph 3.02 or 6.06.

          (b)  The Notes shall constitute senior unsecured obligations of the
     Company ranking pari passu with the Company's other senior unsecured
     indebtedness and convertible into Common Stock (as defined herein) as
     provided in Paragraph 9 hereof.

          (c)  The principal amount of the Notes is payable on December 1, 2007,
     unless earlier repaid in accordance with Paragraph 6 or 7 hereof.

          (d)  The entire principal amount of the Notes shall be issued
     initially as one or more Global Securities in registered form, without
     coupons, and upon issuance shall be deposited with, or on behalf of, The
     Depository Trust Company (the "Depositary") or its nominee and registered
     in the name of the Depositary.

          (e)  The Notes shall bear interest at the rate of 4.50% per annum from
     November 25, 2002 or from the most recent Interest Payment Date (as defined
     below) to which interest has been paid or provided for, and such interest
     will be payable on June 1 and December 1 of each calendar year (each, an
     "Interest Payment Date"), commencing



     June 1, to the persons in whose names such Notes are registered at the
     close of business on the May 15 and November 15, respectively, immediately
     preceding the relevant Interest Payment Date, whether or not a Business Day
     (each, a "Regular Record Date"); such interest shall be computed on the
     basis of a 360-day year composed of twelve 30-day months.

          (f)   The Notes are redeemable at the option of the Company as
     specified in Paragraph 6 hereof.

          (g)   Holders of the Notes have the right to require the Company to
     repurchase the Notes upon a Fundamental Change as specified in Paragraph 7
     hereof.

          (h)   The Notes are convertible into Common Stock at the option of the
     Holders as specified in Paragraph 9 hereof.

          (i)   The Notes shall not have the benefit of a sinking fund.

     2.   Payment of Interest. The following provisions apply to the payment of
interest on the Notes. Section 2.12 of the Base Indenture shall be replaced by
subparagraph 2.02 herein and references to Section 2.12 of the Base Indenture
shall be read to refer to subparagraph 2.02 herein:

          2.01. Interest Payment. Interest on any Note that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Note is registered at the close of business on
the Regular Record Date for such interest at the office or agency of the Company
maintained for such purpose. Each installment of interest on any Note shall be
made by check mailed to the address of the Holder specified in the register of
Securities, or, at the option of the Holder, at the Corporate Trust Office, in
such lawful money of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts; provided,
however, that, with respect to any Holder of Securities with an aggregate
principal amount in excess of $5,000,000, at the request of such Holder in
writing to the Company, interest on such Holder's Notes shall be paid by wire
transfer in immediately available funds in accordance with the written wire
transfer instruction supplied by such Holder from time to time to the Trustee
and Paying Agent (if different from the Trustee) at least two days prior to the
applicable Regular Record Date. In the case of a Global Security, interest
payable on any Interest Payment Date will be paid to the Depositary by wire
transfer or immediately available funds, with respect to that portion of such
permanent Global Security held for its account by Cede & Co. for the purpose of
permitting such party to credit the interest received by it in respect of such
permanent Global Security to the accounts of the beneficial owners thereof.

          2.02. Defaulted Interest. Except as otherwise specified with respect
to the Notes, any interest on any Note that is payable, but is not punctually
paid or duly provided for, within 30 days following any Interest Payment Date
(herein called "Defaulted Interest", which term shall include any accrued and
unpaid interest that has accrued on such defaulted amount), shall forthwith
cease to be payable to the registered Holder thereof on the relevant Regular

                                        2



Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, as its election in each case, as provided in clause
(1) or (2) below:

          (1)  The Company may elect to make payment of any Defaulted Interest
               to the Persons in whose names the Notes are registered at the
               close of business on a date (the "Special Record Date") for the
               payment of such Defaulted Interest, which shall be fixed in the
               following manner. The Company shall notify the Trustee in writing
               of the amount of Defaulted Interest proposed to be paid on each
               Note and the date of the proposed payment (which shall not be
               less than 20 days after such notice is received by the Trustee),
               and at the same time the Company shall deposit with the Trustee
               an amount of money equal to the aggregate amount proposed to be
               paid in respect of such Defaulted Interest or shall make
               arrangements satisfactory to the Trustee for such deposit on or
               prior to the date of the proposed payment, such money when
               deposited to be held in trust for the benefit of the Persons
               entitled to such Defaulted Interest as provided in this clause.
               Thereupon the Trustee shall fix a Special Record Date for the
               payment of such Defaulted Interest which shall be not more than
               15 days and not less than 10 days prior to the date of the
               proposed payment and not less than 10 days after the receipt by
               the Trustee of the notice of the proposed payment. The Trustee
               shall promptly notify the Company of such Special Record Date
               and, in the name and at the expense of the Company, shall cause
               notice of the proposed payment of such Defaulted Interest and the
               Special Record Date therefor to be mailed, first-class postage
               prepaid, to each Holder of Notes at such Holder's address as it
               appears on the list of Securityholders maintained pursuant to
               Section 2.05 of the Base Indenture not less than 10 days prior to
               such Special Record Date. Notice of the proposed payment of such
               Defaulted Interest and the Special Record Date therefor having
               been mailed as aforesaid, such Defaulted Interest shall be paid
               to the Persons in whose names the Notes are registered at the
               close of business on such Special Record Date and shall no longer
               be payable pursuant to the following clause (2).

          (2)  The Company may make payment of any Defaulted Interest on the
               Notes in any other lawful manner not inconsistent with the
               requirements of any securities exchange on which the Notes may be
               listed, and upon such notice as may be required by such exchange,
               if, after notice given by the Company to the Trustee of the
               proposed payment pursuant to this clause, such manner of payment
               shall be deemed practicable by the Trustee.

          Subject to the foregoing provisions, each Note delivered under the
     Indenture upon registration of transfer of or in exchange for or in lieu of
     any other Note shall carry the rights to interest accrued and unpaid, and
     to accrue, which were carried by such other Note.

     3.   Global Securities.

                                        3



          3.01. General. Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under the Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee as its
custodian, or under the Global Security, and the Depositary may be treated by
the Company, the Trustee and any agent of the Company or the Trustee as the
absolute owner of the Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing in the Indenture 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 impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of any
Holder.

          The Holder of the Global Securities may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under the Indenture or the Notes.

          3.02. Transfers of Global Securities. Transfers of the Global
Securities shall be limited to transfers in whole, but not in part, to the
Depositary, its successors or their respective nominees. Interests of beneficial
owners in a Global Security may be transferred or exchanged, in whole or in
part, for Physical Securities in accordance with the rules and procedures of the
Depositary. In addition, Physical Securities shall be transferred to all
beneficial owners in exchange for their beneficial interests in the Global
Securities if (i) such Depositary has notified the Company (or the Company
becomes aware) that the Depositary (A) is unwilling or unable to continue as
Depositary for such Global Security or (B) has ceased to be a clearing agency
registered under the Exchange Act when the Depositary is required to be so
registered to act as such Depositary and, in both such cases, no successor
Depositary shall have been appointed within 90 days of such notification or of
the Company becoming aware of such event or (ii) there shall have occurred and
be continuing an Event of Default with respect to such Global Security and the
Outstanding Notes shall have become due and payable pursuant to subparagraph
4.02 hereof and the Trustee requests that Physical Securities be issued.

          In connection with any transfer or exchange of a portion of the
beneficial interest in the Global Security to beneficial owners, the Registrar
shall (if one or more Physical Securities are to be issued) reflect on its books
and records the date and a decrease in the principal amount of the Global
Security in an amount equal to the principal amount of the beneficial interest
in the Global Security to be transferred, and the Company shall execute, and the
Trustee shall authenticate and deliver, one or more Physical Securities of like
tenor and amount.

          In connection with the transfer of the entire Global Security to
beneficial owners, the Global Security shall be deemed to be surrendered to the
Trustee for cancellation, and the Company shall execute, and the Trustee shall
authenticate and deliver, to each beneficial owner identified by the Depositary
in exchange for its beneficial interest in the Global Security, an equal
aggregate principal amount of Physical Securities of authorized denominations
and the same tenor.

     4.   Events of Default and Related Provisions. Sections 6.01, 6.02, 6.04,
6.06 and 7.05 of the Base Indenture shall not be applicable to the Notes.
Instead, the following provisions will

                                        4



apply and references to Sections 6.01, 6.02, 6.04, 6.06 and 7.05 in the Base
Indenture shall be read to refer respectively to subparagraphs 4.01, 4.02, 4.03,
4.04 and 4.05 herein:

          4.01. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                (1)  default in the payment of the Principal, premium, if any,
          Redemption Price or Repurchase Price on any Note when it becomes due
          and payable; or

                (2)  default in the payment of interest upon any Note, when such
          interest becomes due and payable, and continuance of such default for
          a period of 30 days; or

                (3)  default in the performance of any covenant, agreement or
          condition of the Company in the Indenture or in the Notes (other than
          a default specified in clause (1) or (2) above), and continuance of
          such default for a period of 60 days after there has been given, by
          registered or certified mail, to the Company by the Trustee or to the
          Company and the Trustee by the Holders of at least 25% in aggregate
          principal amount of the Outstanding Notes a written notice specifying
          such default and requiring it to be remedied and stating that such
          notice is a "Notice of Default" hereunder; or

                (4)  failure by the Company to give the Company Notice; or

                (5)  the entry by a court having jurisdiction in the premises of
          (i) a decree or order for relief in respect of the Company or any of
          its significant subsidiaries of a voluntary case or proceeding under
          any applicable federal or state bankruptcy, insolvency, reorganization
          or other similar law or (ii) a decree or order adjudging the Company
          as bankrupt or insolvent, or approving as properly filed a petition
          seeking reorganization, arrangement, adjustment or composition of or
          in respect of the Company under any applicable federal or state law or
          (iii) appointing a custodian, receiver, liquidator, assignee, trustee,
          sequestrator or other similar official of the Company or of any
          substantial part of its property, or ordering the winding up or
          liquidation of its affairs, and the continuance of any such decree or
          order for relief or any such other decree or order unstayed and in
          effect for a period of 60 consecutive days;

                (6)  the commencement by the Company or any of its significant
          subsidiaries of a voluntary case or proceeding under any applicable
          federal or state bankruptcy, insolvency, reorganization or other
          similar law or of any other case or proceeding to be adjudicated a
          bankrupt or insolvent, or the consent by it to the entry of a decree
          or order for relief in respect of the Company in an involuntary case
          or proceeding under any applicable federal or state bankruptcy,

                                        5



          insolvency, reorganization or other similar law or to the commencement
          of any bankruptcy or insolvency case or proceeding against it, or the
          filing by it of a petition or answer or consent seeking reorganization
          or relief under any applicable federal or state law, or the consent by
          it to the filing of such petition or to the appointment of or taking
          possession by a custodian, receiver, liquidator, assignee, trustee,
          sequestrator or other similar official of the Company or of any
          substantial part of its property, or the making by it of an assignment
          for the benefit of creditors, or the admission by it in writing of its
          inability to pay its debts generally as they become due, or the taking
          of corporate action by the Company in furtherance of any such action;

                (7)  the failure by the Company or any of its significant
          subsidiaries to make any payment at maturity, including any applicable
          grace period, with respect to any indebtedness of, or guaranteed or
          assumed by, the Company or its significant subsidiaries, in a
          principal amount then outstanding in excess of $25 million in the
          aggregate for all such indebtedness and the continuance of such
          failure for a period of 30 days after there shall have been given, by
          registered or certified mail, to the Company by the Trustee or to the
          Company and the Trustee by Holders of at least 25% in aggregate
          principal amount of the Outstanding Notes, a written notice specifying
          such default and requiring the Company to cause such default to be
          cured or waived and stating that such notice is a "Notice of Default"
          hereunder; or

                (8)  the default on the part of the Company or any of its
          significant subsidiaries with respect to any indebtedness of, or
          guaranteed or assumed by, the Company or its significant subsidiaries,
          in a principal amount then outstanding in excess of $25 million in the
          aggregate for all such indebtedness, and such indebtedness shall not
          have been discharged or such acceleration shall not have been
          rescinded or annulled for a period of 30 days after there shall have
          been given, by registered or certified mail, to the Company by the
          Trustee or to the Company and the Trustee by Holders of at least 25%
          in aggregate principal amount of the Outstanding Notes, a written
          notice specifying such default and requiring the Company to cause such
          default to be cured or waived or such acceleration to be rescinded or
          annulled and stating that such notice is a "Notice of Default"
          hereunder.

     "significant subsidiary", as used herein, has the meaning given to that
term in Rule 1-02 of Regulation S-X under the Exchange Act, except that
references to income from continuing operations are changed to revenues.

          4.02. Acceleration. If an Event of Default (other than those specified
in clauses (5) and (6) of subparagraph 4.01 above) occurs and is continuing,
then and in every such case the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Outstanding Notes may declare the Principal
plus accrued and unpaid interest on all the Outstanding Notes to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such Principal plus accrued
and unpaid interest shall become immediately due and payable.

                                        6



     Notwithstanding the foregoing, in the case of an Event of Default specified
in clauses (5) or (6) of subparagraph 4.01 above, the Principal plus accrued and
unpaid interest on all Outstanding Notes will ipso facto become due and payable
without any declaration or other act on the part of the Trustee or any Holder.

     At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Paragraph provided, the Holders of a majority
in aggregate principal amount of the Outstanding Notes, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all overdue interest on all Notes, (ii) the Principal plus
accrued and unpaid interest, Redemption Price or Repurchase Price, as
applicable, on any Notes which have become due otherwise than by such
declaration of acceleration, (iii) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 7.07 of the Base Indenture; and (iv) all Events of Default, other
than the non-payment of the Principal plus accrued and unpaid interest on Notes
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in subparagraph 4.03 hereof.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

          4.03. Waiver of Past Defaults. The Holders of not less than a majority
in principal amount of the Outstanding Notes may on behalf of the Holders of all
the Notes waive any past Default hereunder and its consequences, except a
Default:

                (ii)   described in clause (1) or (2) of subparagraph 4.01
          above; or

                (iii)  in respect of a covenant or provision hereof which under
          Article 9 of the Base Indenture and subparagraph 5.02 hereof cannot be
          modified or amended without the consent of the Holder of each Note
          affected.

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

          4.04. Limitation on Suits. No Holder of any Note shall have any right
to institute any proceeding, judicial or otherwise, with respect to the
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder (other than in the case of an Event of Default specified in
clause (1) or (2) of subparagraph 4.01 above), unless:

          (a)   such Holder has previously given written notice to the Trustee
     of a continuing Event of Default;

          (b)   the Holders of not less than 25% in aggregate principal amount
     of the Outstanding Notes shall have made written request to the Trustee to
     institute proceedings in respect of such Event of Default in its own name
     as Trustee hereunder;

                                        7



          (c)   such Holder or Holders have offered to the Trustee indemnity
     reasonably satisfactory to it against the costs, expenses and liabilities
     to be incurred in compliance with such request;

          (d)   the Trustee for 60 days after its receipt of such notice,
     request and offer of indemnity has failed to institute any such proceeding;
     and

          (e)   no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in aggregate principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
the Indenture to affect, disturb or prejudice the rights of any other Holders,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under the Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

          4.05. Notice of Defaults. The Trustee shall give the Holders notice of
any Default hereunder within 60 days after the occurrence thereof, unless such
Default has been cured or waived in such 60 day period; provided, that in the
case of any Default in the payment of Principal or interest on any of the Notes,
Redemption Price or Repurchase Price, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors or
trustees and/or a Trust Officer of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of Notes.

     5.   Supplemental Indentures with and without Consent of Holders.

          5.01  Supplemental Indentures without Consent of the Holders. In
addition to the purposes for which a supplemental indenture may be entered into
without the consent of the Holders of the Notes set forth in Section 9.01 of the
Base Indenture, the following shall be considered such a purpose:

                (i)   to make any change that would provide additional rights or
          benefits to the Holders of Notes;

                (ii)  to make any provisions to secure the Notes; and

                (iii) to provide for the acceptance and appointment of a
          successor trustee.

          5.02  Supplemental Indentures with Consent of the Holders. In addition
to the limitations on supplemental indentures with the consent of Holders set
forth in Section 9.02 of the Base Indenture, the following limitations shall
apply with respect to the Notes and shall be subject to the other provisions of
Article 9 of the Base Indenture:

                (i)   change the Regular Record Dates;

                                        8



                (ii)   reduce the Redemption Price, the Repurchase Price or make
          any change that adversely affects the rights of the holders of the
          Notes to require the Company to repurchase the Notes upon a
          Fundamental Change;

                (iii)  make any change that adversely affects the right of a
          Holder to convert any Note as provided in Paragraph 9 hereof.

     6.   Optional Redemption of Notes by the Company. The following provisions
apply to the optional redemption of Notes by the Company, in place of the
provisions in Article 3 of the Base Indenture and references to Section 3.01,
3.02, 3.03, 3.04, 3.05 and 3.06 shall be read to refer respectively to
subparagraph 6.01, 6.02, 6.03, 6.04, 6.05 and 6.06 herein:

          6.01. Right to Redeem; Notices to Trustee. The Company, at its option,
may redeem the Notes in accordance with the provisions of the Notes and the
Indenture. If the Company elects to redeem Notes, it shall notify the Trustee in
writing of the Redemption Date, the Principal of Notes to be redeemed and the
Redemption Price.

          The Company shall give the notice to the Trustee provided for in this
Section 6.01 by a Company Order, at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee).

          6.02. Selection of Notes to Be Redeemed. If less than all the Notes
are to be redeemed, the Trustee shall select the Notes to be redeemed pro rata
or by lot or by any other 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 Notes are then listed). The Trustee shall make the selection within 7
days from its receipt of the notice from the Company delivered pursuant to
subparagraph 6.01 from Outstanding Notes not previously called for redemption.

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

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

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

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

                (i)    the Redemption Date;

                (ii)   the Redemption Price;

                                        9



                (iii)  the Conversion Price;

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

                (v)    that Notes called for redemption may be converted at any
          time before the close of business on the Business Day immediately
          preceding the Redemption Date;

                (vi)   that Holders who want to convert Notes must satisfy the
          requirements set forth therein and in the Indenture;

                (vii)  that Notes called for redemption must be surrendered to
          the Paying Agent for cancellation to collect the Redemption Price;

                (viii) if fewer than all the outstanding Notes are to be
          redeemed, the certificate number and principal amounts of the
          particular Notes to be redeemed;

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

                (x)    the CUSIP number of the Notes.

          At the Company's written request delivered at least 15 days prior to
the date such notice is to be given (unless a shorter time period shall be
acceptable to the Trustee), the Trustee shall give the notice of redemption in
the Company's name and at the Company's expense.

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

          6.05. Deposit of Redemption Price. Prior to 10:00 a.m. (New York City
Time) on a 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 Notes to be redeemed on that date other than Notes or portions of
Notes 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 Notes pursuant to Paragraph 9. 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.

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

                                       10



          6.07. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Notes, the Company may arrange for the purchase and
conversion of any Notes called for redemption by an agreement with one or more
investment bankers or other purchasers to purchase such Notes by paying to the
Trustee in trust for the Noteholders, on or prior to 10:00 a.m. New York City
time on the Redemption Date, an amount that, together with any amounts deposited
with the Trustee by the Company for the redemption of such Notes, is not less
than the Redemption Price of such Notes. Notwithstanding anything to the
contrary contained in this Paragraph 6, the obligation of the Company to pay the
Redemption Price of such Notes shall be deemed to be satisfied and discharged to
the extent such amount is so paid by such purchasers. If such an agreement is
entered into, any Notes not duly surrendered for conversion by the Holders
thereof may, at the option of the Company, be deemed, to the fullest extent
permitted by law, acquired by such purchasers from such Holders and
(notwithstanding anything to the contrary contained in Paragraph 9) surrendered
by such purchasers for conversion, all as of immediately prior to the close of
business on the Business Day prior to the Redemption Date, subject to payment of
the above amount as aforesaid. The Trustee shall hold and pay to the Holders
whose Notes are selected for redemption any such amount paid to it for purchase
and conversion in the same manner as it would monies deposited with it by the
Company for the redemption of Notes. Without the Trustee's prior written
consent, no arrangement between the Company and such purchasers for the purchase
and conversion of any Notes shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
the Indenture, and the Company agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense arising out of or in connection
with any such arrangement for the purchase and conversion of any Notes between
the Company and such purchasers, including the costs and expenses incurred by
the Trustee in the defense of any claim or liability arising out of or in
connection with the exercise or performance of any of its powers, duties,
responsibilities or obligations under the Indenture, except in the case of the
Trustee's negligence or bad faith.

          6.08. Exchange and Registration. The Company shall not be required to
exchange or register a transfer of any Note (i) during the 15-day period
immediately preceding the mailing of any notice of redemption of any Note, (ii)
after any notice of redemption has been given to Holders of Notes, except, where
such notice provides that such Note is to be redeemed only in part, the Company
shall be required to exchange or register a transfer of the portion thereof not
to be redeemed, (iii) that has been surrendered for conversion pursuant to
Paragraph 9 hereof or (iv) as to which a Repurchase Notice has been delivered
pursuant to Paragraph 7 hereof and not withdrawn, except where such Repurchase
Notice provides that such Note is to be purchased only in part, the Company
shall be required to exchange or register a transfer of the portion thereof not
to be purchased.

     7.   Repurchase of Notes at Option of the Holder Upon a Fundamental Change.
The Notes shall be subject to repurchase at the option of the Holders upon the
following terms and conditions:

          7.01. General. If prior to December 1, 2007 there shall have occurred
a Fundamental Change, the Notes shall be purchased by the Company, at the
Repurchase Price on a date that is not less than 25 days nor more than 35 days
after the date of the mailing of the

                                       11



Company Notice under subparagraph 7.03 (the "Repurchase Date"), at the option of
the Holder thereof, upon:

          (a)   delivery to the Paying Agent by the Holder of a written notice
     of purchase (a "Repurchase Notice"), substantially in the form of Annex B
     hereto, at any time from the opening of business on the date of the Company
     Notice (as defined below) until the close of business on a date that is 5
     Business Days prior to the Repurchase Date stating:

                (i)   the certificate number of the Note which the Holder will
          deliver to be purchased;

                (ii)  the portion of the principal amount of the Note which the
          Holder will deliver to be purchased, which portion must be in a
          principal amount of $1,000 or integral multiples thereof;

                (iii) that such Note shall be purchased as of the Repurchase
          Date pursuant to the terms and conditions specified in the Notes and
          in the Indenture; and

          (b)   delivery of such Note to the Paying Agent for cancellation prior
     to, on or after the Repurchase 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 Repurchase Price therefor;
     provided, however, that such Repurchase Price shall be so paid pursuant to
     this Paragraph 7 only if the Note so delivered to the Paying Agent shall
     conform in all respects to the description thereof in the related
     Repurchase Notice.

     The Company shall purchase from the Holder thereof, pursuant to this
Paragraph 7, a portion of a Note if the principal amount of such portion is
$1,000 or an integral multiple of $1,000 if so requested by the Holder.
Provisions of the Indenture that apply to the purchase of all of a Note also
apply to the purchase of such portion of such Note.

     Any purchase by the Company contemplated pursuant to the provisions of this
Paragraph 7 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Repurchase Date and
the time of delivery of the Note.

     Notwithstanding anything herein to the contrary, any Holder delivering to
the Paying Agent the Repurchase Notice contemplated by this subparagraph 7.01
shall have the right to withdraw such Repurchase Notice at any time prior to the
close of business on the Business Day prior to the Repurchase Date by delivery
of a written notice of withdrawal to the Paying Agent in accordance with
subparagraph 7.05 hereof.

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

     A "Fundamental Change" shall be deemed to have occurred at such time as any
of the following events shall occur:

                (i)   there is a Change in Control; or

                                       12



                (ii)  the common stock into which the Notes are convertible is
          neither listed for trading on a United States national Notes exchange
          nor approved for trading on the Nasdaq National Market System or
          another established automated over-the-counter trading market in the
          United States.

     A "Change in Control" shall be deemed to have occurred when (i) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the Exchange Act) of shares representing more than 50% of the
combined voting power of the then outstanding securities entitled to vote
generally in elections of directors of the Company (the "Voting Stock"); (ii)
approval by stockholders of the Company of any plan or proposal for the
liquidation, dissolution or winding up of the Company; (iii) the Company (A)
consolidates with or merges into any other Person or any other Person merges
into the Company, and in the case of any such transaction, the outstanding
Common Stock of the Company is changed or exchanged into other assets or
securities as a result, unless the stockholders of the Company immediately
before such transaction own, directly or indirectly immediately following such
transaction, more than 50% of the combined voting power of the outstanding
voting securities of the corporation resulting from such transaction in
substantially the same proportion as their ownership of the Voting Stock
immediately before such transaction, or (B) conveys, transfers or leases all or
substantially all of its assets to any Person; or (iv) any time Continuing
Directors do not constitute a majority of the Board of Directors of the Company
(or, if applicable, a successor Person to the Company); provided that a Change
in Control shall not be deemed to have occurred if either (x) the Closing Price
(as defined in subparagraph 9.05 hereof) of the Common Stock for any 5 Trading
Days (as defined in subparagraph 9.05 hereof) during the 10 Trading Days
immediately preceding the Change in Control is at least equal to 105% of the
Conversion Price (as defined in the Form of Note) in effect on the date on which
the Change in Control occurs or (y) in the case of a merger or consolidation
otherwise constituting a Change in Control, all of the consideration (excluding
cash payments for fractional shares) in such merger or consolidation
constituting the Change in Control consists of common stock traded on a United
States national securities exchange or quoted on the Nasdaq National Market
System (or which will be so traded or quoted when issued or exchanged in
connection with such Change in Control) and as a result of such transaction or
transactions the Notes become convertible solely into such common stock.

          7.02. Payment of Repurchase Price. The Notes to be purchased pursuant
to subparagraph 7.01 shall be paid for in cash.

          7.03. Notice of Fundamental Change. Within 25 days after the
occurrence of a Fundamental Change, the Company shall mail a written notice of
Fundamental Change (the "Company Notice") 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 Repurchase Notice to be completed by the
Noteholder and shall state:

                (i)   the events causing a Fundamental Change and the date of
          such Fundamental Change;

                (ii)  the date by which the Repurchase Notice pursuant to this
          Paragraph 7 must be given;

                                       13



                (iii)  the Repurchase Date;

                (iv)   the Repurchase Price;

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

                (vi)   the Conversion Price applicable on the date of the
          Company Notice;

                (vii)  that Notes as to which a Repurchase Notice has been given
          may be converted pursuant to Paragraph 9 hereof only if the Repurchase
          Notice has been withdrawn in accordance with the terms of the
          Indenture;

                (viii) that Notes must be surrendered to the Paying Agent for
          cancellation to collect payment;

                (ix)   that the Repurchase Price for any Note as to which a
          Repurchase Notice has been duly given and not withdrawn will be paid
          promptly following the later of the Repurchase Date and the time of
          surrender of such Note as described in (viii);

                (x)    the procedures the Holder must follow to exercise rights
          under this Paragraph 7;

                (xi)   the conversion rights of the Notes;

                (xii)  the procedures for withdrawing a Repurchase Notice;

                (xiii) that, unless the Company defaults in making payment of
          such Repurchase Price, interest on Notes covered by any Repurchase
          Notice will cease to accrue on and after the Repurchase Date; and

                (xiv)  the CUSIP number of the Notes.

     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.

          7.04. Procedure upon Purchase. The Company shall deposit cash, at the
time and in the manner as provided in subparagraph 7.06 hereof, sufficient to
pay the aggregate Repurchase Price of all Notes to be purchased pursuant to this
Paragraph 7.

          7.05. Effect of Repurchase Notice. Upon receipt by the Paying Agent of
the Repurchase Notice specified in subparagraph 7.01 hereof, the Holder of the
Note in respect of which such Repurchase Notice was given shall (unless such
Repurchase Notice is withdrawn as specified in the following two paragraphs)
thereafter be entitled to receive solely the Repurchase Price with respect to
such Note. Such Repurchase Price shall be paid to such Holder, subject to

                                       14



receipt of funds by the Paying Agent, promptly following the later of (x) the
Repurchase Date with respect to such Note (provided the conditions in
subparagraph 7.01 hereof have been satisfied) and (y) the time of delivery of
such Note to the Paying Agent by the Holder thereof in the manner required by
subparagraph 7.01. Notes in respect of which a Repurchase Notice has been given
by the Holder thereof may not be converted pursuant to Paragraph 9 hereof on or
after the date of the delivery of such Repurchase Notice unless such Repurchase
Notice has first been validly withdrawn as specified in the following two
paragraphs.

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

                (i)    the certificate number of the Note in respect of which
          such notice of withdrawal is being submitted;

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

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

     There shall be no purchase of any Notes pursuant to Paragraph 7 if there
has occurred (prior to, on or after, as the case may be, the giving, by the
Holders of such Notes, of the required Repurchase Notice) and is continuing an
Event of Default (other than a default in the payment of the Repurchase Price
with respect to such Notes). The Paying Agent will promptly return to the
respective Holders thereof any Notes (x) with respect to which a Repurchase
Notice has been withdrawn in compliance with the Indenture, or (y) held by it
during the continuance of an Event of Default (other than a default in the
payment of the Repurchase Price with respect to such Notes) in which case, upon
such return, the Repurchase Notice with respect thereto shall be deemed to have
been withdrawn.

          7.06. Deposit of Repurchase Price. Prior to 10:00 a.m. (local time in
The City of New York) on the Business Day following the Repurchase Date 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 herein) an amount of
money (in immediately available funds if deposited on such Business Day)
sufficient to pay the Repurchase Price of all the Notes or portions thereof
which are to be repurchased as of the Repurchase Date. The Company shall
promptly notify the Trustee in writing of the amount of any deposits of cash
made pursuant to this subparagraph 7.06.

          7.07. Notes Repurchased in Part. Any Note which is to be repurchased
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

                                       15



deliver to the Holder of such Note, without service charge, a new Note or Notes,
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 Note so surrendered which is not repurchased.

          7.08. Covenant to Comply With Securities Laws Upon Repurchase of
Notes. In connection with any repurchase of Notes under this Paragraph 7
(provided that such offer or repurchase constitutes an "issuer tender offer" for
purposes of Rule 13e-4 (which term, as used herein, includes any successor
provision thereto) under the Exchange Act at the time of such offer or
purchase), the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form
or report) under the Exchange Act, and (iii) otherwise comply with all federal
and state securities laws so as to permit the rights and obligations under this
Paragraph 7 to be exercised in the time and in the manner specified herein.

          7.09. Repayment to the Company. The Trustee and the Paying Agent shall
return to the Company any cash that remains unclaimed, together with interest or
dividends, if any, thereon, held by them for the payment of the Repurchase
Price; provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to subparagraph 7.06 exceeds the aggregate
Repurchase Price of the Notes or portions thereof which the Company is obligated
to repurchase as of the Repurchase Date then on the Business Day following the
Repurchase Date the Trustee or the Paying Agent, as the case may be, shall
return any such excess to the Company.

     8.   Article 8 of the Base Indenture shall not apply to the Notes. Instead
the following provisions shall apply and references to Sections 8.01, 8.02 and
8.05 in the Base Indenture shall be read to refer respectively to subparagraphs
8.01, 8.02 and 8.03 herein:

          8.01. Satisfaction and Discharge. The Indenture shall cease to be of
further effect only with respect to the Notes (except as to any surviving rights
of registration of transfer or exchange of Notes herein expressly provided for),
and the Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of the Indenture,
when

          (a)   either

                (i)   all Notes theretofore authenticated and delivered (other
          than (A) Notes which have been destroyed, lost or stolen and which
          have been replaced or paid as provided in Section 2.07 of the Base
          Indenture and (B) Notes for whose payment money has theretofore been
          deposited with the Trustee in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust as provided in subparagraph 8.03 hereof have been delivered
          to the Trustee for cancellation; or

                (ii)  all such Notes not theretofore delivered to the Trustee
          for cancellation have become due and payable and the Company has
          deposited or caused to be deposited with the Trustee as trust funds in
          trust for the purpose an

                                       16



          amount sufficient to pay and discharge the entire indebtedness
          evidenced by such Notes not theretofore delivered to the Trustee for
          cancellation, for principal and interest to the date of such deposit;

          (b)   the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

          (c)   the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     the Indenture have been complied with.

     Notwithstanding the satisfaction and discharge of the Indenture with
respect to the Notes, the obligations of the Company to the Trustee under
Section 7.07 of the Base Indenture and, if money shall have been deposited with
the Trustee pursuant to subclause (ii) of clause (a) of this subparagraph 8.01,
the obligations of the Trustee under subparagraphs 8.02 and 8.03 hereof shall
survive.

          8.02. Application of Trust Money. Subject to the provisions of
subparagraph 8.03, all money deposited with the Trustee pursuant to subparagraph
8.01 shall be held in trust and applied by it, in accordance with the provisions
of the Notes and the Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and
interest for whose payment such money has been deposited with the Trustee.

          8.03. Repayment to the Company. Any money deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the making of
payments in respect of any Note and remaining unclaimed for two years after such
payment has become due shall be paid to the Company upon written request by the
Company, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining shall be repaid to the Company.

     9.   Conversion. The Notes shall be convertible into shares of Common Stock
of the Company upon the following terms and conditions:

          9.01. Conversion Privilege.

     Subject to and upon compliance with the provisions of the Indenture, each
Holder shall have the right, at its option, at any time following the Issue Date
of the Notes hereunder through the close of business on the Business Day
immediately prior to the date of the Stated Maturity of the Notes (except that
with respect to any Notes or portion thereof which shall be called for

                                       17



redemption, such right shall terminate except as provided in subparagraph 9.02
or 6.07 hereof, at the close of business on the Business Day next preceding the
date fixed for redemption of such Notes or portion thereof unless the Company
shall default in payment due upon redemption thereof) to convert the principal
amount of any such Notes, or any portion of such principal amount which is
$1,000 or an integral multiple thereof, into that number of fully paid and
non-assessable shares of Common Stock obtained by dividing the principal amount
of the Notes or portion thereof surrendered for conversion by the Conversion
Price in effect at such time, by surrender of the Notes so to be converted in
whole or in part, together with any required funds, in the manner provided in
subparagraph 9.02. A Holder of Notes is not entitled to any rights of a Holder
of Common Stock until such Holder has converted such Holder's Notes to Common
Stock, and only to the extent such Notes are deemed to have been converted to
Common Stock under this Paragraph 9. A Note with respect to which a Holder has
delivered a notice in accordance with subparagraph 7.03 hereof regarding such
Holder's election to require the Company to repurchase such Holder's Notes on a
Repurchase Date may be converted in accordance with this Paragraph 9 only if
such Holder withdraws such notice by delivering a written notice of withdrawal
to the Company prior to the close of business on the last Business Day prior to
such Repurchase Date.

          9.02. Exercise of Conversion Privilege; Issuance of Common Stock on
Conversion; No Adjustment for Interest or Dividends.

     In order to exercise the conversion privilege with respect to any Notes in
certificated form, the Holder of any such Notes to be converted in whole or in
part shall surrender such Notes, duly endorsed, at the office of the Conversion
Agent, accompanied by the funds, if any, required by the penultimate paragraph
of this subparagraph 9.02, and shall give written notice of conversion in the
form provided on the Notes (or such other notice which is acceptable to the
Company) (the "Conversion Notice") to the Conversion Agent that the Holder
elects to convert such Notes or the portion thereof specified in said notice.
Such notice shall also state the name or names (with address or addresses) in
which the certificate or certificates for shares of Common Stock which shall be
issuable on such conversion shall be issued, and shall be accompanied by
transfer taxes, if required pursuant to subparagraph 9.07. All such Notes
surrendered for conversion shall, unless the shares issuable on conversion are
to be issued in the same name as the registration of such Notes, be duly
endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or his duly authorized attorney.

     In order to exercise the conversion privilege with respect to any interest
in Notes in global form, the Holder must complete the appropriate instruction
form for conversion pursuant to the Depositary's book-entry conversion program,
furnish appropriate endorsements and transfer documents if required by the
Company or the Trustee or Conversion Agent, and pay the funds, if any, required
by this subparagraph 9.02 and any transfer taxes if required pursuant to
subparagraph 9.07.

     As promptly as practicable after satisfaction of the requirements for
conversion set forth above (but in no event later than 3 Business Days after
satisfaction of such requirements for conversion), subject to compliance with
any restrictions on transfer if shares issuable on conversion are to be issued
in a name other than that of the Holder (as if such transfer were a

                                       18



transfer of the Notes (or portion thereof) so converted), the Company shall
issue and shall deliver to such Holder at the office of the Conversion Agent, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such Notes or portion thereof in accordance with
the provisions of this Paragraph 9 and a check or cash in respect of any
fractional interest in respect of a share of Common Stock arising upon such
conversion, as provided in subparagraph 9.03. In case any Notes of a
denomination greater than $1,000 shall be surrendered for partial conversion,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of the Notes so surrendered, without charge to him, new Notes in
authorized denominations in an aggregate principal amount equal to the
unconverted portion of the surrendered Notes.

     Each conversion shall be deemed to have been effected as to any such Notes
(or portion thereof) on the date on which the requirements set forth above in
this subparagraph 9.02 have been satisfied as to such Notes (or portion
thereof), and the person in whose name any certificate or certificates for
shares of Common Stock shall be issuable upon such conversion shall be deemed to
have become on said date the Holder of record of the shares represented thereby;
provided, however, that in case of any such surrender on any date when the stock
transfer books of the Company shall be closed, the person or persons in whose
name the certificate or certificates for such shares are to be issued shall be
deemed to have become the record Holder thereof for all purposes on the next day
on which such stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Notes shall be
surrendered.

     Unless a Holder converts Notes on an Interest Payment Date and except as
described below, such Holder will not receive any accrued interest upon
conversion, and any accrued interest on such Notes shall be deemed to be
cancelled, extinguished and forfeited upon conversion. All Notes or portions
thereof surrendered for conversion during the period from the close of business
on the Regular Record Date for any Interest Payment Date to the close of
business on the Business Day next preceding the following Interest Payment Date
shall (unless such Notes or portion thereof being converted shall have been
called for redemption on a Redemption Date which occurs during the period from
the close of business on such Regular Record Date to the close of business on
the Business Day next preceding the following Interest Payment Date) be
accompanied by payment, in funds acceptable to the Company, of an amount equal
to the interest otherwise payable on such Interest Payment Date on the principal
amount being converted; provided, however, that no such payment need be made if
there shall exist at the time of conversion a default in the payment of interest
on the Notes. No payment or other adjustment shall be made for accrued dividends
on any shares issued upon the conversion of the Notes as provided in this
Paragraph 9.

     Upon the conversion of an interest in Global Securities, the Trustee (or
other Conversion Agent appointed by the Company) shall make a notation on such
Global Securities as to the reduction in the principal amount represented
thereby. The Company shall notify the Trustee in writing of any conversions of
Notes effected through any Conversion Agent other than the Trustee.

          9.03. Cash Payments in Lieu of Fractional Shares. The Company will not
issue fractional shares of Common Stock upon conversion of Notes. If multiple
Notes shall be

                                       19



surrendered for conversion at one time by the same Holder, the number of full
shares which shall be issuable upon conversion shall be computed on the basis of
the aggregate principal amount of the Notes (or specified portions thereof to
the extent permitted hereby) so surrendered. If any fractional share of stock
would be issuable upon the conversion of any Notes, the Company shall make an
adjustment and payment therefor in cash at the current market value thereof to
the Holder of Notes. The current market value of a fraction of a share of Common
Stock shall be determined by multiplying the average of Closing Prices (as
defined in subparagraph 9.05(g)) of such Common Stock in the 5 Trading Days (as
defined in subparagraph 9.05(g)) before the date of conversion by such fraction
and rounding the product to the nearest whole cent.

          9.04. Conversion Price. The conversion price shall be as specified in
the Note (herein called the "Conversion Price"), subject to adjustment as
provided in this Paragraph 9.

          9.05. Adjustment of Conversion Price. The Conversion Price shall be
adjusted from time to time by the Company as follows:

          (a)   In case the Company shall hereafter pay a dividend or make a
     distribution to all Holders of the outstanding Common Stock in shares of
     Common Stock, the Conversion Price in effect at the opening of business on
     the date following the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution shall be reduced by
     multiplying such Conversion Price by a fraction, the numerator of which
     shall be the number of shares of Common Stock outstanding at the close of
     business on the date fixed for such determination and the denominator of
     which shall be the sum of such number of shares and the total number of
     shares constituting such dividend or other distribution, such reduction to
     become effective immediately after the opening of business on the day
     following the date fixed for such determination. If any dividend or
     distribution of the type described in this subparagraph 9.05(a) is declared
     but not so paid or made, the Conversion Price shall again be adjusted to
     the Conversion Price which would then be in effect if such dividend or
     distribution had not been declared.

          (b)   In case the Company shall issue rights or warrants to all
     Holders of its outstanding shares of Common Stock entitling them (for a
     period expiring within 45 days after the date fixed for determination of
     stockholders entitled to receive such rights or warrants) to subscribe for
     or purchase shares of Common Stock (or Notes convertible into Common Stock)
     at a price per share (or having a conversion price per share) less than the
     Current Market Price (as defined below) on the date fixed for determination
     of stockholders entitled to receive such rights or warrants, the Conversion
     Price shall be adjusted so that the same shall equal the price determined
     by multiplying the Conversion Price in effect immediately prior to the date
     fixed for determination of stockholders entitled to receive such rights or
     warrants by a fraction, the numerator of which shall be the number of
     shares of Common Stock outstanding at the close of business on the date
     fixed for determination of stockholders entitled to receive such rights or
     warrants plus the number of shares which the aggregate offering price of
     the total number of shares so offered would purchase at such Current Market
     Price (as defined below) (or the aggregate conversion price of the
     convertible securities so offered, which shall be determined by multiplying
     the number of shares of Common Stock issuable upon conversion of such

                                       20



     convertible securities by the conversion price per share of Common Stock
     pursuant to the terms of such convertible securities), and the denominator
     of which shall be the number of shares of Common Stock outstanding on the
     date fixed for determination of stockholders entitled to receive such
     rights or warrants plus the total number of additional shares of Common
     Stock offered for subscription or purchase or into which convertible
     securities so offered are convertible; provided, however, the Company may,
     at its option and in lieu of the foregoing adjustment, elect to distribute
     or reserve for distribution the pro rata portion of such rights or warrants
     so that each Holder of Notes shall receive, or shall have the right to
     receive upon conversion, as the case may be, the amount of such rights or
     warrants that such Holder of Notes would have received if such Holder of
     Notes had converted such Notes on the date fixed for determination of
     stockholders to receive such rights or warrants. Such adjustment shall be
     successively made whenever any such rights or warrants are issued, and
     shall become effective immediately after the opening of business on the day
     following the date fixed for determination of stockholders entitled to
     receive such rights or warrants. To the extent that shares of Common Stock
     (or securities convertible into Common Stock) are not delivered, after the
     expiration of such rights or warrants the Conversion Price shall be
     readjusted to the Conversion Price which would then be in effect had the
     adjustments made upon the issuance of such rights or warrants been made on
     the basis of delivery of only the number of shares of Common Stock actually
     delivered (or the number of shares of Common Stock issuable upon conversion
     of convertible securities actually issued). In the event that such rights
     or warrants are not so issued, the Conversion Price shall again be adjusted
     to be the Conversion Price which would then be in effect if such date fixed
     for the determination of stockholders entitled to receive such rights or
     warrants had not been fixed. In determining whether any rights or warrants
     entitle the Holders to subscribe for or purchase shares of Common Stock at
     less than such Current Market Price, and in determining the aggregate
     offering price of such shares of Common Stock, there shall be taken into
     account any consideration received by the Company for such rights or
     warrants or to be received upon exercise of such rights or warrants, the
     value of such consideration, if other than cash, to be determined by the
     Board of Directors.

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

          (d)   In case the Company shall, by dividend or otherwise, distribute
     to all Holders of its Common Stock shares of any class of capital stock of
     the Company (other than any dividends or distributions to which
     subparagraph 9.05(a) applies) or evidences of its indebtedness or assets
     (including securities, but excluding any rights or warrants referred to in
     subparagraph 9.05(b), and excluding any dividend or distribution (x) paid

                                       21



     exclusively in cash or (y) referred to in subparagraph 9.05(a)) (any of the
     foregoing hereinafter in this subparagraph 9.05(d) called the "Distributed
     Securities"), then, in each such case, the Conversion Price shall be
     reduced so that the same shall be equal to the price determined by
     multiplying the Conversion Price in effect on the Record Date with respect
     to such distribution by a fraction, the numerator of which shall be the
     Current Market Price per share of the Common Stock on such Record Date less
     the fair market value (as determined by the Board of Directors, whose good
     faith determination shall be conclusive, and described in a resolution of
     the Board of Directors) on the Record Date of the portion of the
     Distributed Securities so distributed applicable to one share of Common
     Stock and the denominator of which shall be the Current Market Price per
     share of the Common Stock, such reduction to become effective immediately
     prior to the opening of business on the day following such Record Date. If
     the Board of Directors determines the fair market value of any distribution
     for purposes of this subparagraph 9.05(d) by reference to the actual or
     when issued trading market for any securities, it must in doing so consider
     the prices in such market over the same period used in computing the
     Current Market Price of the Common Stock.

          Each share of Common Stock issued upon conversion of Notes pursuant to
     this Paragraph 9 shall be entitled to receive the appropriate number of
     common stock or preferred stock purchase rights, if any, as may be provided
     by the terms of any stockholder rights plan adopted by the Company
     (notwithstanding the occurrence of an event causing such rights to separate
     from the Common Stock at or prior to the time of conversion). Any
     distribution of rights or warrants pursuant to a stockholder rights plan
     complying with the requirements set forth in the immediately preceding
     sentence of this paragraph shall not constitute a distribution of rights or
     warrants for the purposes of subparagraph 9.05(b) or this subparagraph
     9.05(d).

          Rights or warrants distributed by the Company to all Holders of Common
     Stock entitling the Holders thereof to subscribe for or purchase shares of
     the Company's capital stock (either initially or under certain
     circumstances), which rights or warrants, until the occurrence of a
     specified event or events ("Trigger Event"): (i) are deemed to be
     transferred with such shares of Common Stock; (ii) are not exercisable; and
     (iii) are also issued in respect of future issuances of Common Stock, shall
     be deemed not to have been distributed for purposes of this subparagraph
     9.05 (and no adjustment to the Conversion Price under this subparagraph
     9.05 will be required) until the occurrence of the earliest Trigger Event,
     whereupon such rights and warrants shall be deemed to have been distributed
     and an appropriate adjustment (if any is required) to the Conversion Price
     shall be made under this subparagraph 9.05(d). If any such right or
     warrant, including any such existing rights or warrants distributed prior
     to the date of the Indenture, are subject to events, upon the occurrence of
     which such rights or warrants become exercisable to purchase different
     securities, evidences of indebtedness or other assets, then the date of the
     occurrence of any and each such event shall be deemed to be the date of
     distribution and record date with respect to new rights or warrants with
     such rights (and a termination or expiration of the existing rights or
     warrants without exercise by any of the Holders thereof). In addition, in
     the event of any distribution (or deemed distribution) of rights or
     warrants, or any Trigger Event or other event (of the type described in the
     preceding sentence) with respect thereto that was counted for purposes of

                                       22



     calculating a distribution amount for which an adjustment to the Conversion
     Price under this subparagraph 9.05 was made, (1) in the case of any such
     rights or warrants which shall all have been redeemed or repurchased
     without exercise by any Holders thereof, the Conversion Price shall be
     readjusted upon such final redemption or repurchase to give effect to such
     distribution or Trigger Event, as the case may be, as though it were a cash
     distribution, equal to the per share redemption or repurchase price
     received by a Holder or Holders of Common Stock with respect to such rights
     or warrants (assuming such Holder had retained such rights or warrants),
     made to all applicable Holders of Common Stock as of the date of such
     redemption or repurchase, and (2) in the case of such rights or warrants
     which shall have expired or been terminated without exercise by any Holders
     thereof, the Conversion Price shall be readjusted as if such rights and
     warrants had not been issued.

          For purposes of this subparagraph 9.05(d) and subparagraphs 9.05(a)
     and (b), any dividend or distribution to which this subparagraph 9.05(d) is
     applicable that also includes shares of Common Stock, or rights or warrants
     to subscribe for or purchase shares of Common Stock (or both), shall be
     deemed instead to be (1) a dividend or distribution of the evidences of
     indebtedness, assets or shares of capital stock other than such shares of
     Common Stock or rights or warrants (and any Conversion Price reduction
     required by this subparagraph 9.05(d) with respect to such dividend or
     distribution shall then be made) immediately followed by (2) a dividend or
     distribution of such shares of Common Stock or such rights or warrants (and
     any further Conversion Price reduction required by subparagraphs 9.05(a)
     and (b) with respect to such dividend or distribution shall then be made),
     except (A) the Record Date of such dividend or distribution shall be
     substituted as "the date fixed for the determination of stockholders
     entitled to receive such dividend or other distribution" and "the date
     fixed for such determination" within the meaning of subparagraphs 9.05(a)
     and (b) and (B) any shares of Common Stock included in such dividend or
     distribution shall not be deemed "outstanding at the close of business on
     the date fixed for such determination" within the meaning of subparagraph
     9.05(a).

          (e)   In case the Company shall, by dividend or otherwise, distribute
     to all Holders of its Common Stock cash (excluding any cash that is
     distributed upon a merger or consolidation to which subparagraph 9.06
     applies or as part of a distribution referred to in subparagraph 9.05(d)),
     in an aggregate amount that, combined together with (1) the aggregate
     amount of any other such distributions to all Holders of its Common Stock
     made exclusively in cash within the 12 months preceding the date of payment
     of such distribution, and in respect of which no adjustment pursuant to
     this subparagraph 9.05(e) has been made, and (2) the aggregate of any cash
     plus the fair market value (as determined by the Board of Directors, whose
     good faith determination shall be conclusive and described in a resolution
     of the Board of Directors) of consideration payable in respect of any
     tender offer by the Company or any of its subsidiaries for all or any
     portion of the Common Stock concluded within the 12 months preceding the
     date of payment of such distribution, and in respect of which no adjustment
     pursuant to subparagraph 9.05(f) has been made, exceeds 12.5% of the
     product of the Current Market Price on the Record Date with respect to such
     distribution times the number of shares of Common Stock outstanding on such
     date, then, and in each such case, immediately after

                                       23



     the close of business on such date, the Conversion Price shall be reduced
     so that the same shall equal the price determined by multiplying the
     Conversion Price in effect immediately prior to the close of business on
     such Record Date by a fraction (i) the numerator of which shall be equal to
     the Current Market Price on the Record Date less an amount equal to the
     quotient of (x) the excess of such combined amount over such 12.5% and (y)
     the number of shares of Common Stock outstanding on the Record Date and
     (ii) the denominator of which shall be equal to the Current Market Price on
     such date; provided, however, that in the event the portion of the cash so
     distributed applicable to one share of Common Stock is equal to or greater
     than the Current Market Price of the Common Stock on the Record Date, in
     lieu of the foregoing adjustment, adequate provision shall be made so that
     each Noteholder shall have the right to receive upon conversion of a Note
     (or any portion thereof) the amount of cash such Holder would have received
     had such Holder converted such Note (or portion thereof) immediately prior
     to such Record Date. In the event that such dividend or distribution is not
     so paid or made, the Conversion Price shall again be adjusted to be the
     Conversion Price which would then be in effect if such dividend or
     distribution had not been declared. Any cash distribution to all Holders of
     Common Stock as to which the Company makes the election permitted by
     subparagraph 9.05(m) and as to which the Company has complied with the
     requirements of such subparagraph shall be treated as not having been made
     for all purposes of this subparagraph 9.05(e)).

          (f)    In case a tender offer made by the Company or any of its
     subsidiaries for all or any portion of the Common Stock shall expire and
     such tender offer (as amended upon the expiration thereof) shall require
     the payment to stockholders (based on the acceptance (up to any maximum
     specified in the terms of the tender offer) of Purchased Shares (as defined
     below)) of an aggregate consideration having a fair market value (as
     determined by the Board of Directors, whose good faith determination shall
     be conclusive and described in a resolution of the Board of Directors) that
     combined together with (1) the aggregate of the cash plus the fair market
     value (as determined by the Board of Directors, whose good faith
     determination shall be conclusive and described in a resolution of the
     Board of Directors), as of the expiration of such tender offer, of
     consideration payable in respect of any other tender offers, by the Company
     or any of its subsidiaries for all or any portion of the Common Stock
     expiring within the 12 months preceding the expiration of such tender offer
     and in respect of which no adjustment pursuant to this subparagraph 9.05(f)
     has been made and (2) the aggregate amount of any distributions to all
     Holders of the Common Stock made exclusively in cash within 12 months
     preceding the expiration of such tender offer and in respect of which no
     adjustment pursuant to subparagraph 9.05(e) has been made, exceeds 12.5% of
     the product of the Current Market Price as of the last time (the
     "Expiration Time") tenders could have been made pursuant to such tender
     offer (as it may be amended) times the number of shares of Common Stock
     outstanding (including any tendered shares) at the Expiration Time, then,
     and in each such case, immediately prior to the opening of business on the
     day after the date of the Expiration Time, the Conversion Price shall be
     reduced so that the same shall equal the price determined by multiplying
     the Conversion Price in effect immediately prior to close of business on
     the date of the Expiration Time by a fraction of which the numerator shall
     be the number of shares of Common Stock outstanding (including any tendered
     shares) at the Expiration Time multiplied by the

                                       24



     Current Market Price of the Common Stock on the Trading Day next succeeding
     the Expiration Time and the denominator shall be the sum of (x) the fair
     market value (determined as aforesaid) of the aggregate consideration
     payable to stockholders based on the acceptance (up to any maximum
     specified in the terms of the tender offer) of all shares validly tendered
     and not withdrawn as of the Expiration Time (the shares deemed so accepted,
     up to any such maximum, being referred to as the "Purchased Shares") and
     (y) the product of the number of shares of Common Stock outstanding (less
     any Purchased Shares) at the Expiration Time and the Current Market Price
     of the Common Stock on the Trading Day next succeeding the Expiration Time,
     such reduction (if any) to become effective immediately prior to the
     opening of business on the day following the Expiration Time. In the event
     that the Company is obligated to purchase shares pursuant to any such
     tender offer, but the Company is permanently prevented by applicable law
     from effecting any such purchases or all such purchases are rescinded, the
     Conversion Price shall again be adjusted to be the Conversion Price which
     would then be in effect if such tender offer had not been made. If the
     application of this subparagraph 9.05(f) to any tender offer would result
     in an increase in the Conversion Price, no adjustment shall be made for
     such tender offer under this subparagraph 9.05(f). Any cash distribution to
     all Holders of Common Stock as to which the Company has made the election
     permitted by subparagraph 9.05(m) and as to which the Company has complied
     with the requirements of such subparagraph shall be treated as not having
     been made for all purposes of this subparagraph 9.05(f).

          (g)  For purposes of this subparagraph 9.05, the following terms
     shall have the meaning indicated:

               (1)  "Closing Price" with respect to any securities on any day
          shall mean the closing sale price, regular way, on such day or, in
          case no such sale takes place on such day, the average of the reported
          closing bid and asked prices, regular way, in each case on the
          principal national securities exchange or quotation system on which
          such security is quoted or listed or admitted to trading, or, if not
          quoted or listed or admitted to trading on any national securities
          exchange or quotation system, the average of the closing bid and asked
          prices of such security on the over-the-counter market on the day in
          question as reported by the National Quotation Bureau Incorporated, or
          a similar generally accepted reporting service, or if not so
          available, in such manner as furnished by any New York Stock Exchange
          member firm selected from time to time by the Board of Directors for
          that purpose, or a price determined in good faith by the Board of
          Directors whose determination shall be conclusive.

               (2)  "Current Market Price" shall, for the purposes of any
          computation under subparagraphs 9.05 (b), (d), (e) and (f) above
          relating to the current market price per share of Common Stock at a
          specified date, mean the average of the Closing Prices for the 10
          consecutive Trading Days (as defined below) preceding the day before
          the record date (or, if earlier, the ex-dividend date) with respect to
          any distribution, issuance or other event requiring such computation.

                                       25



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

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

                        (5) "Trading Day" shall mean (x) if the applicable
                  security is quoted on the Nasdaq National Market System, a day
                  on which trades may be made on thereon or (y) if the
                  applicable security is listed or admitted for trading on the
                  New York Stock Exchange or another national security exchange,
                  a day on which the New York Stock Exchange or such other
                  national security exchange is open for business or (z) if the
                  applicable security is not so listed, admitted for trading or
                  quoted, any day other than a Saturday or Sunday or a day on
                  which banking institutions in the State of New York are
                  authorized or obligated by law or executive order to close.

                  (h)   The Company may make such reductions in the Conversion
         Price, in addition to those required by subparagraphs 9.05(a), (b),
         (c), (d), (e) or (f), as the Board of Directors considers to be
         advisable to avoid or diminish any income tax to Holders of Common
         Stock or rights to purchase Common Stock resulting from any dividend or
         distribution of stock (or rights to acquire stock) or from any event
         treated as such for income tax purposes.

                  To the extent permitted by applicable law, the Company from
         time to time may reduce the Conversion Price by any amount for any
         period of time if the period is at least 20 days, the reduction is
         irrevocable during the period and the Board of Directors shall have
         made a determination that such reduction would be in the best interests
         of the Company, which determination shall be conclusive. Whenever the
         Conversion Price is reduced pursuant to the preceding sentence, the
         Company shall mail to Holders of record of the Notes a notice of the
         reduction at least 15 days prior to the date the reduced Conversion
         Price takes effect, and such notice shall state the reduced Conversion
         Price and the period during which it will be in effect.

                  (i)   No adjustment in the Conversion Price shall be required
         unless such adjustment would require an increase or decrease of at
         least 1% in such price; provided, however, that any adjustments which
         by reason of this subparagraph 9.05(i) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment. All calculations under this Paragraph 9 shall be made by
         the Company and shall be made to the nearest cent or to the nearest
         one-hundredth of a share, as the case may be. No adjustment need be
         made for rights to purchase Common Stock pursuant to a Company plan for
         reinvestment of dividends or interest. To the extent the Notes become

                                       26



         convertible into cash, assets, property or securities (other than
         capital stock of the Company), no adjustment need be made thereafter as
         to the cash, assets, property or such Notes. Interest will not accrue
         on the cash.

               (j)   Whenever the Conversion Price is adjusted as herein
         provided, the Company shall promptly file with the Conversion Agent an
         Officers' Certificate setting forth the Conversion Price after such
         adjustment and setting forth a brief statement of the facts requiring
         such adjustment. Unless and until a Trust Officer of the Trustee shall
         have received such Officers' Certificate, the Trustee shall not be
         deemed to have knowledge of any adjustment of the Conversion Price and
         may assume without inquiry that the last Conversion Price of which it
         has knowledge is still in effect. Promptly after delivery of such
         certificate, the Company shall prepare a notice of such adjustment of
         the Conversion Price setting forth the adjusted Conversion Price and
         the date on which each adjustment becomes effective and shall mail such
         notice of such adjustment of the Conversion Price to each Holder of
         Notes at such Holder's last address appearing on the list of
         Securityholders provided for in Section 2.05 of the Base Indenture,
         within 20 days after execution thereof. Failure to deliver such notice
         shall not affect the legality or validity of any such adjustment.

               (k)   In any case in which this subparagraph 9.05 provides that
         an adjustment shall become effective immediately after a Record Date
         for an event, the Company may defer until the occurrence of such event
         (i) issuing to the Holder of any Notes converted after such Record Date
         and before the occurrence of such event the additional shares of Common
         Stock issuable upon such conversion by reason of the adjustment
         required by such event over and above the Common Stock issuable upon
         such conversion before giving effect to such adjustment and (ii) paying
         to such Holder any amount in cash in lieu of any fraction pursuant to
         subparagraph 9.03.

               (l)   For purposes of this subparagraph 9.05, the number of
         shares of Common Stock at any time outstanding shall not include shares
         held in the treasury of the Company but shall include shares issuable
         in respect of scrip certificates issued in lieu of fractions of shares
         of Common Stock. The Company will not pay any dividend or make any
         distribution on shares of Common Stock held in the treasury of the
         Company.

               (m)   In lieu of making any adjustment to the Conversion Price
         pursuant to subparagraph 9.05(e) or 9.05(f), the Company may elect to
         reserve an amount of cash for distribution to the Holders of the Notes
         upon the conversion of the Notes so that any such Holder converting
         Notes will receive upon such conversion, in addition to the shares of
         Common Stock and other items to which such Holder is entitled, the full
         amount of cash which such Holder would have received if such Holder
         had, immediately prior to the Record Date for such distribution of cash
         or the Expiration Time of the tender offer, as the case may be,
         converted its Notes into Common Stock, together with any interest
         accrued with respect to such amount, in accordance with this
         subparagraph 9.05(m). The Company may make such election by providing
         an Officers' Certificate to the Trustee to such effect on or prior to
         the payment date for any such distribution and depositing with the
         Trustee on or prior to such date an amount of cash equal to the
         aggregate amount the Holders of the Notes would have received if such
         Holders had, immediately prior to the

                                       27



         Record Date for such distribution or the Expiration Time, as the case
         may be, converted all of the Notes into Common Stock. Any such funds so
         deposited by the Company with the Trustee shall be invested by the
         Trustee pursuant to written direction by the Company in marketable
         obligations issued or fully guaranteed by the United States government
         with a maturity not more than 3 months from the date of issuance. Upon
         conversion of Notes by a Holder, the Holder will be entitled to
         receive, in addition to the Common Stock issuable upon conversion, an
         amount of cash equal to the amount such Holder would have received if
         such Holder had, immediately prior to the Record Date for such
         distribution or the Expiration Time, as the case may be, converted its
         Note into Common Stock, along with such Holder's pro rata share of any
         accrued interest earned as a consequence of the investment of such
         funds. Promptly after making an election pursuant to this subparagraph
         9.05(m), the Company shall give or shall cause to be given notice to
         all Noteholders of such election, which notice shall state the amount
         of cash per $1,000 principal amount of Notes such Holders shall be
         entitled to receive (excluding interest) upon conversion of the Notes
         as a consequence of the Company having made such election.

               9.06. Effect of Reclassification, Consolidation, Merger or Sale.
If any of the following events occur, namely (i) any reclassification or change
of shares of Common Stock issuable upon conversion of the Notes (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination, or any other change
for which an adjustment is provided in subparagraph 9.05(c)), (ii) any
consolidation or merger or combination to which the Company is a party other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification of, or change (other than in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination) in outstanding shares of Common Stock,
or (iii) any sale or conveyance of all or substantially all of the properties
and assets of the Company to any other person as a result of which holders of
Common Stock shall be entitled to receive stock, securities or other property or
assets (including cash) with respect to or in exchange for such Common Stock,
then the Company or the successor or purchasing person, as the case may be,
shall execute with the Trustee a supplemental indenture (which shall comply with
the TIA as in force at the date of execution of such supplemental indenture)
providing that such Notes shall be convertible into the kind and amount of
shares of stock, securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance by a holder of a number of shares of Common
Stock issuable upon conversion of such Notes (assuming, for such purposes, a
sufficient number of authorized shares of Common Stock available to convert all
such Notes) immediately prior to such reclassification, change, consolidation,
merger, combination, sale or conveyance, assuming such holder of Common Stock
did not exercise his rights of election, if any, as to the kind or amount of
securities, cash or other property receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance (provided that,
if the kind or amount of stock, securities or other property or assets
(including cash) receivable upon such reclassification, change, consolidation,
merger, combination, sale or conveyance is not the same for each share of Common
Stock in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this subparagraph 9.06, the
kind and amount of securities, cash or other property receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
for each non-electing share shall be deemed to be the

                                       28



kind and amount so receivable per share by a plurality of the non-electing
shares). Such supplemental indenture shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Paragraph 9. The above provisions of this subparagraph shall similarly
apply to successive reclassifications, changes, consolidations, mergers,
combinations, sales and conveyances. If this subparagraph 9.06 applies to any
event or occurrence, subparagraph 9.05 shall not apply.

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

               9.08. Reservation of Shares; Shares to be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Company shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Notes from time to time as such Notes are presented for
conversion.

         Before taking any action which would cause an adjustment reducing the
Conversion Price below the then par value, if any, of the shares of Common Stock
issuable upon conversion of the Notes, the Company will take all corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue shares of such Common Stock at such
adjusted Conversion Price.

         The Company covenants that all shares of Common Stock which may be
issued upon conversion of Notes shall be newly issued shares or Treasury shares,
shall be duly authorized, validly issued, fully paid and non-assessable and
shall be free from preemptive rights and free from any lien or adverse claim.

         The Company shall use its reasonable efforts to list or cause to have
quoted any shares of Common Stock to be issued upon conversion of Notes on each
national securities exchange or over-the-counter or other domestic market on
which the Common Stock is then listed or quoted.

               9.09. Responsibility of Trustee. The Trustee and any other
Conversion Agent shall not at any time be under any duty or responsibility to
any Holder of Notes to determine the Conversion Price or whether any facts exist
which may require any adjustment of the Conversion Price, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
Conversion Agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Notes; and the Trustee and any other Conversion Agent make no
representations with respect thereto. Neither the Trustee nor any Conversion
Agent shall be

                                       29



responsible for any failure of the Company to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Notes for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Company contained
in this Paragraph 9. Without limiting the generality of the foregoing, neither
the Trustee nor any Conversion Agent shall be under any responsibility to
determine the correctness of any provisions contained in any supplemental
indenture entered into pursuant to subparagraph 9.06 relating either to the kind
or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Notes after any event
referred to in such subparagraph 9.06 or to any adjustment to be made with
respect thereto, but, subject to the provisions of Section 6.01 of the Base
Indenture, may accept as conclusive evidence of the correctness of any such
provisions, and shall be protected in relying upon, the Officers' Certificate
(which the Company shall be obligated to file with the Trustee prior to the
execution of any such supplemental indenture) with respect thereto.

               9.10. Notice to Holders Prior to Certain Actions. In case,

                    (i) the Company shall declare a dividend (or any other
               distribution) on its Common Stock that would require an
               adjustment in the Conversion Price pursuant to subparagraph 9.05;
               or

                    (ii) the Company shall authorize the granting to the holders
               of all or substantially all of its Common Stock of rights or
               warrants to subscribe for or purchase any share of any class or
               any other rights or warrants; or

                    (iii) of any reclassification or reorganization of the
               Common Stock of the Company (other than a subdivision or
               combination of its outstanding Common Stock, or a change in par
               value, or from par value to no par value, or from no par value to
               par value), or of any consolidation or merger to which the
               Company is a party and for which approval of any stockholders of
               the Company is required, or of the sale or transfer of all or
               substantially all of the assets of the Company or any of its
               significant subsidiaries; or

                    (iv) of the voluntary or involuntary dissolution,
               liquidation or winding up of the Company or any of its
               significant subsidiaries;

the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Notes at such Holder's address appearing on the list of
Securityholders provided for in Section 2.05 of the Base Indenture, as promptly
as practicable but in any event at least 15 days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
Notes or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up. Failure to give
such notice, or any defect therein, shall not affect the

                                       30



legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

         10. Certain Definitions. In addition to the definitions set forth in
Article 1 of the Base Indenture, the following defined terms are used herein
which, in the event of a conflict with the definition of terms in the Base
Indenture, shall control:

         "Agent Members" has the meaning specified in subparagraph 3.01.

         "Base Indenture" has the meaning specified in the first paragraph of
this instrument.

         "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, or executive order or governmental decree to be closed.

         "Capital Stock" means any and all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock, including,
without limitation, with respect to partnerships, partnership interests (whether
general or limited) and any other interest or participation that confers on a
Person the right to receive a share of the profits and losses of, or
distributions of assets of, such partnership.

         "Change of Control" has the meaning specified in subparagraph 7.01.

         "Closing Price" has the meaning specified in subparagraph 9.05.

         "Common Stock" means the shares of Common Stock, par value $.01 per
share, of the Company as it exists on the date hereof or any other shares of
Capital Stock of the Company into which the Common Stock shall be reclassified
or changed.

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

         "Company Notice" has the meaning specified in subparagraph 7.03.

         "Continuing Director" means, at any date, a member of the Company's
Board of Directors (i) who was a member of such board on November 19, 2002 or
(ii) who was nominated or elected by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or whose
election to the Company's Board of Directors was recommended or endorsed by at
least a majority of the directors who were Continuing Directors at the time of
such nomination or election or such lesser number comprising a majority of a
nominating committee comprised of independent directors if authority for such
nominations or elections has been delegated to a nominating committee whose
authority and composition have been approved by at least a majority of the
directors who were Continuing Directors at the time such committee was formed.
(Under this definition, if the Board of Directors of the Company as of the date
hereof were to approve a new director or directors and then resign, no Change in
Control would occur even though the current Board of Directors would thereafter
cease to be in office).

                                       31



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

         "Conversion Notice" has the meaning specified in subparagraph 9.02.

         "Conversion Price" has the meaning specified in the Notes.

         "Corporate Trust Office" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is located at 101 Barclay Street, New
York, New York 10286, Attention: Corporate Trust Administration.

         "corporation" means a corporation, association, company, joint-stock
company or business trust.

         "Current Market Price" has the meaning specified in subparagraph 9.05.

         "Defaulted Interest" has the meaning specified in subparagraph 2.02.

         "Depositary" has the meaning specified in subparagraph 1(d).

         "Distributed Securities" has the meaning specified in subparagraph
9.05.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Expiration Time" has the meaning specified in subparagraph 9.05.

         "fair market value" has the meaning specified in subparagraph 9.05.

         "Fundamental Change" has the meaning specified in subparagraph 7.01.

         "Indenture" has the meaning specified in the first paragraph of this
instrument.

         "Interest Payment Date" has the meaning specified in subparagraph 1(e).

         "Issue Date" means the date the Notes are originally issued as set
forth on the face of the Notes.

         "Maturity", when used with respect to any Note, means the date on which
the principal or Repurchase Price of such Note becomes due and payable, whether
at the Stated Maturity, Redemption Date or Repurchase Date, or by declaration of
acceleration or otherwise.

         "non-electing share" has the meaning specified in subparagraph 9.06.

         "Notes" has the meaning specified in Paragraph 1.

                                       32



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

                      (i)   Notes theretofore cancelled by the Trustee or
                  delivered to the Trustee for cancellation;

                      (ii)  Notes, or portions thereof, for whose payment or
                  redemption money in the necessary amount has been theretofore
                  deposited with the Trustee or any Paying Agent (other than the
                  Company) in trust or set aside and segregated in trust by the
                  Company (if the Company shall act as its own Paying Agent) for
                  the Holders of such Notes; provided that if such Notes are to
                  be redeemed prior to the maturity thereof, notice of such
                  redemption shall have been given to the Holders as herein
                  provided, or provision satisfactory to a Trust Officer of the
                  Trustee shall have been made for giving such notice; and

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

provided, however, that, in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Notes owned by
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of 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 Notes which a Trust Officer of the Trustee actually knows to be so
owned shall be so disregarded. Notes so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Notes and that the pledgee is not the Company or any other obligor upon the
Notes or any Affiliate of the Company or of such other obligor.

         "Physical Securities" means permanent certificated Notes in registered
form issued in denomination of $1,000 principal amount and integral multiples
thereof.

         "Purchased Shares" has the meaning specified in subparagraph 9.05.

         "Purchase Price" has the meaning specified in the Notes.

         "Record Date" has the meaning specified in subparagraph 9.05.

         "Redemption Date" shall mean the date specified for redemption of the
Notes in accordance with the terms of the Notes and Paragraph 6 hereof.

         "Redemption Price" has the meaning specified in the Notes.

         "Regular Record Date" has the meaning specified in subparagraph 1(e).

                                       33



         "Repurchase Date" has the meaning specified in subparagraph 7.01.

         "Repurchase Notice" has the meaning specified in subparagraph 7.01.

         "Repurchase Price" has the meaning specified in the Notes.

         "Resolutions" has the meaning specified in the first paragraph of this
instrument.

         "significant subsidiary" has the meaning specified in subparagraph
4.01.

         "Special Record Date" has the meaning specified in subparagraph 2.02.

         "Stated Maturity," when used with respect to any Note, means the date
specified in such Note as the fixed date on which an amount equal to the
principal amount of such Note together with accrued and unpaid interest, if any,
is due and payable.

         "Trading Day" has the meaning specified in subparagraph 9.05.

         "Trigger Event" has the meaning specified in subparagraph 9.05.

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

         "Underwriting Agreement" has the meaning specified in subparagraph
1(a).

         "Voting Stock" has the meaning specified in subparagraph 7.01.

         11. Each of the undersigned is authorized to approve the form, terms
and conditions of the Notes pursuant to the Resolutions.

         12. Attached hereto as Annex C is a true and correct copy of the
Resolutions.

         13. Attached hereto as Annex D are true and correct copies of the
letter addressed to the Trustee entitling the Trustee to rely on the Opinion of
Counsel attached thereto, which Opinion relates to the Notes and complies with
Section 7.04(b) of the Base Indenture.

         14. Each of the undersigned has reviewed the provisions of the
Indenture, including the covenants and conditions precedent pertaining to the
issuance of the Notes.

         15. In connection with this certificate each of the undersigned has
examined documents, corporate records and certificates and has spoken with other
officers of the Company.

         16. Each of the undersigned has made such examination and investigation
as is necessary to enable him to express an informed opinion as to whether or
not the covenants and conditions precedent of the Indenture pertaining to the
issuance of the Notes have been satisfied.

                                       34



         17. In our opinion all of the covenants and conditions precedent
provided for in the Indenture for the issuance of the Notes have been satisfied.

         18. If and to the extent that any provision of this certificate
qualifies or conflicts with any provision of the Indenture, the provisions of
this certificate shall control.

         Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Indenture or the Notes, as the case may be.

                                       35



         IN WITNESS WHEREOF, each of the undersigned officers has executed this
certificate this 25/th/ day of November 2002.


                                       /s/ Robert J. Rivet
                                       ----------------------------------------
                                       Robert J. Rivet
                                       Senior Vice President, Chief Financial
                                       Officer


                                       /s/ Thomas M. McCoy
                                       ----------------------------------------
                                       Thomas M. McCoy
                                       Senior Vice President, General Counsel
                                       and Secretary

                                       36



                                                                         Annex A

                                  Form of Note

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

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

                          ADVANCED MICRO DEVICES, INC.

                     4.50% Convertible Senior Notes Due 2007

No. [  ]                    CUSIP NO.  007903 AF 4          U.S. $[__________]

     Advanced Micro Devices, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company"),
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of [        ] United States Dollars
($[       ]) (which amount may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as custodian for the Depositary,
in accordance with the rules and procedures of the Depositary) on December 1,
2007 and to pay interest on said principal sum semi-annually on June 1 and
December 1 of each year, commencing June 1, 2003 at the initial rate of 4.50%
per annum to holders of record on the immediately preceding May 15 and November
15, respectively, except as otherwise set forth in the Indenture. Interest on
this Note shall accrue from the most recent date to which interest has been
paid, or if no interest has been paid, from November 25, 2002, until the
Principal is paid or duly made available for payment. Except as otherwise
provided in the Indenture, the interest payable on this Note pursuant to the
Indenture on any June 1 or December 1 will be paid to the Person in whose name
this Note is registered at the close of business on the Regular Record Date,
which shall be the May 15 or November 15 (whether or not a Business Day) next
preceding such June 1 or December 1 respectively; provided that, any such
interest not



punctually paid or duly provided for shall be payable as provided in the
Indenture. Payment of the principal of and interest accrued on this Note shall
be made by check mailed to the address of the Holder of this Note specified in
the register of Securities, or, at the option of the Holder of this Note, at the
Corporate Trust Office, in such lawful money of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts; provided, however, that, with respect to any Holder of Notes with
an aggregate principal amount in excess of $5,000,000, at the request of such
Holder in writing to the Company, interest on such Holder's Notes shall be paid
by wire transfer in immediately available funds in accordance with the written
wire transfer instruction supplied by such Holder from time to time to the
Trustee and Paying Agent (if different from the Trustee) at least two days prior
to the applicable Regular Record Date; provided, further, that any payment to
the Depositary or its nominee shall be paid by wire transfer in immediately
available funds in accordance with the wire transfer instruction supplied by the
Depositary or its nominee from time to time to the Trustee and Paying Agent (if
different from Trustee) at least two days prior to the applicable Regular Record
Date.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions giving the Company the
right to redeem this Note under certain circumstances and the Holder of this
Note the right to convert this Note into Common Stock of the Company and the
right to require the Company to repurchase this Note upon certain events on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

     This Note shall be deemed to be a contract made under the laws of the State
of New York, and for all purposes shall be construed in accordance with and
governed by the laws of said State.

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                                       2



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


                                        ADVANCED MICRO DEVICES, INC.


                                        By: _____________________________
                                              Authorized Signatory


Attest:


By: _________________________
      Authorized Signatory

                                       3



This is one of the Notes referred to in the within-mentioned Indenture.


Dated: ______________________           THE BANK OF NEW YORK, as Trustee


                                        By: ___________________________________
                                              Authorized Signatory

                                        4



                             Form of Reverse of Note

     This Note is one of a duly authorized issue of Securities of the Company,
designated as its 4.50% Convertible Senior Notes Due 2007 (herein called the
"Notes"), all issued or to be issued under and pursuant to an Indenture dated as
of November 25, 2002 (as supplemented by an officers' certificate dated as of
November 25, 2002, the "Indenture"), between the Company and the Bank of New
York (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders of the Notes.

     The indebtedness evidenced by the Notes is unsecured and unsubordinated
indebtedness of the Company and ranks equally with the Company's other unsecured
and unsubordinated indebtedness.

     No sinking fund is provided for the Notes.

     Redemption at the Option of the Company. The Notes are redeemable as a
whole, or from time to time in part, at any time after December 4, 2005 at the
option of the Company, if the last reported sale price of the Company's Common
Stock is at least 150% of the then effective Conversion Price for at least 20
Trading Days within a period of 30 consecutive Trading Days ending within five
Trading Days of the date of Redemption Notice, at the following redemption
prices (each, a "Redemption Price"), expressed as a percentage of principal
amount for Notes redeemed during the periods set forth below:

                                                                    Redemption
     Period                                                           Price
     -------------------------------------------------------      --------------
     Beginning on December 4, 2005 through November 30, 2006         101.8%
     Beginning on December 1, 2006 through November 30, 2007         100.9%
     At December 1, 2007                                             100.0%

in each case together with accrued and unpaid interest to, but excluding, the
Redemption Date. Accrued and unpaid interest shall be paid to the Holder that
receives the Redemption Price unless the Redemption Date is an Interest Payment
Date, in which case interest shall be paid to the record holder on the
applicable Regular Record Date or Special Record Date.

     Purchase By the Company at the Option of the Holder. At the option of the
Holder and subject to the terms and conditions of the Indenture, the Company
shall become obligated to repurchase the Notes if a Fundamental Change occurs at
any time prior to December 1, 2007 at 100% of the Principal plus accrued and
unpaid interest to, but excluding, the Repurchase Date (the "Repurchase Price"),
which Repurchase Price shall be paid in cash.

     Holders have the right to withdraw any Repurchase Notice by delivering to
the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

     If cash sufficient to pay the Repurchase Price of all Notes or portions
thereof to be purchased on a Repurchase Date is deposited with the Paying Agent
on the Business Day



following the Repurchase Date interest will cease to accrue on such Notes (or
portions thereof) immediately after such Repurchase Date and the Holder thereof
shall have no other rights as such (other than the right to receive the
Repurchase Price upon surrender of such Note).

     Conversion. Subject to the provisions of the Indenture, the Holder hereof
has the right, at its option, at any time following the date of issuance of the
Notes and prior to the close of business on the Business Day next preceding
December 1, 2007, to convert the Principal hereof or any portion of such
Principal which is $1,000 or an integral multiple thereof, into that number of
fully paid and non-assessable shares of Common Stock, as said shares shall be
constituted at the date of conversion, obtained by dividing the Principal of
this Note or portion thereof to be converted by the conversion price of $7.37
(the "Conversion Price") as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a Conversion Notice as
provided in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this Note,
duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or by his duly authorized attorney.
No adjustment in respect of interest or dividends will be made upon any
conversion; provided, that, if this Note shall be surrendered for conversion
during the period from the close of business on any Regular Record Date for the
payment of interest through the close of business on the Business Day next
preceding the following Interest Payment Date, and has not been called for
redemption on a Redemption Date that occurs during such period, such Note (or
portion thereof being converted) must be accompanied by an amount, in funds
acceptable to the Company, equal to the interest payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such payment shall be required if there shall exist at the time of conversion a
default in the payment of interest on the Notes. No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Notes for conversion. Notes in
respect of which a Holder is exercising its right to require repurchase on a
Repurchase Date may be converted only if such Holder withdraws its election to
exercise such right in accordance with the terms of the Indenture. Any Notes
called for redemption, unless surrendered for conversion by the Holders thereof
on or before the close of business on the Business Day preceding the date fixed
for redemption, may be deemed to be redeemed from such Holders for an amount
equal to the applicable Redemption Price, by one or more investment banks or
other purchasers who may agree with the Company (i) to purchase such Notes from
the Holders thereof and convert them into shares of the Common Stock and (ii) to
make payment for such Notes as aforesaid to the Trustee in trust for the
Holders.

     In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, repurchase or conversion of this Note in part
only, the Trustee, as custodian of the Depositary, shall make an adjustment on
its records to reflect such deposit or withdrawal in accordance with the rules
and procedures of the Depositary.

     If an Event of Default shall occur and be continuing, the Principal plus
interest accrued through such date on all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                                       2



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

     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have
received from the Holders of a majority in principal amount of Outstanding Notes
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Note for the enforcement of any payment of said principal hereof or
interest hereon on or after the respective due dates expressed herein or for the
enforcement of any conversion right.

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

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable by the Registrar, upon
presentation of this Note for registration of transfer to the Registrar if the
Registrar's requirements for such transactions are met.

     The Notes are issuable only in registered form in denominations of $1,000
and any integral multiple of $1,000 above that amount, as provided in the
Indenture and subject to certain limitations therein set forth. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this

                                       3



     Note is registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

     This Note shall be governed by and construed in accordance with the laws of
the State of New York.

     All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

                                       4



                                 ASSIGNMENT FORM

     If you want to assign this Note, fill in the form below and have your
signature guaranteed:

     I or we assign and transfer this Note to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
 (Print or type name, address and zip code and social security or tax ID number
                                  of assignee)

and irrevocably appoint _____________________________________ agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

       Date: __________________         Signed: ____________________________

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

       Signature Guarantee: __________________________________________________

Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                CONVERSION NOTICE

     If you want to convert this Note into Common Stock of the Company, check
the box: [_]

     To convert only part of this Note, state the principal amount to be
converted (which must be $1,000 or an integral multiple of $1,000):

     $____________________________________

     If you want the stock certificate made out in another person's name, fill
in the form below:

________________________________________________________________________________
             (Insert other person's social security or tax ID no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
            (Print or type other person's name, address and zip code)

              Date: __________________ Signed: ____________________

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

              Signature Guarantee: _________________________________________

Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                                                         Annex B

                          Form of Repurchase Notice

                                                           _______________, ____

The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration

          Re:  Advanced Micro Devices, Inc. (the "Company")
               4.50 % Convertible Senior Notes Due 2007 (the "Notes")

     This is a Repurchase Notice as defined in subparagraph 7.03 of the
Officers' Certificate dated as of November 25, 2002 (the "Supplemental
Indenture" and together with the Base Indenture, dated November 25, 2002, the
"Indenture") between the Company and the Bank of New York, as Trustee. Terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture.

     Certificate No(s). of Notes: _____________________________

     I intend to deliver the following aggregate principal amount of Notes for
repurchase by the Company pursuant to subparagraph 7.03 of the Supplemental
Indenture (in multiples of $1,000):

     $________________________________

     I hereby agree that the Notes will be purchased as of the Repurchase Date
pursuant to the terms and conditions thereof and of the Indenture.

                                Signed: _________________________________



                                                                         Annex C


                                   Resolutions



                                                                         Annex D


                    Letter to Trustee with Opinion of Counsel

EX-4.3

                                                                     EXHIBIT 4.3

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

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

                          ADVANCED MICRO DEVICES, INC.

                     4.50% Convertible Senior Notes Due 2007

No. 1                         CUSIP NO. 007903 AF 4           U.S.  $402,500,000

         Advanced Micro Devices, Inc., a corporation duly organized and validly
existing under the laws of the State of Delaware (herein called the "Company"),
which term includes any successor corporation under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of four hundred two million five hundred
thousand United States Dollars ($402,500,000) (which amount may from time to
time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depositary, in accordance with the rules and
procedures of the Depositary) on December 1, 2007 and to pay interest on said
principal sum semi-annually on June 1 and December 1 of each year, commencing
June 1, 2003 at the initial rate of 4.50% per annum to holders of record on the
immediately preceding May 15 and November 15, respectively, except as otherwise
set forth in the Indenture. Interest on this Note shall accrue from the most
recent date to which interest has been paid, or if no interest has been paid,
from November 25, 2002, until the Principal is paid or duly made available for
payment. Except as otherwise provided in the Indenture, the interest payable on
this Note pursuant to the Indenture on any June 1 or December 1 will be paid to
the Person in whose name this Note is registered at the close of business on the
Regular Record Date, which shall be the May 15 or November 15 (whether or not a
Business Day) next preceding such June 1 or December 1 respectively; provided
that, any such interest not punctually paid or duly provided for shall be
payable as provided in the Indenture. Payment of the principal of and interest
accrued on this Note shall be made by check mailed to the address of the Holder
of this Note specified in the register of Securities, or, at the option of the
Holder of this Note, at the Corporate Trust Office, in such lawful money of the



United States of America as at the time of payment shall be legal tender for the
payment of public and private debts; provided, however, that, with respect to
any Holder of Notes with an aggregate principal amount in excess of $5,000,000,
at the request of such Holder in writing to the Company, interest on such
Holder's Notes shall be paid by wire transfer in immediately available funds in
accordance with the written wire transfer instruction supplied by such Holder
from time to time to the Trustee and Paying Agent (if different from the
Trustee) at least two days prior to the applicable Regular Record Date;
provided, further, that any payment to the Depositary or its nominee shall be
paid by wire transfer in immediately available funds in accordance with the wire
transfer instruction supplied by the Depositary or its nominee from time to time
to the Trustee and Paying Agent (if different from Trustee) at least two days
prior to the applicable Regular Record Date.

         Reference is made to the further provisions of this Note set forth on
the reverse hereof, including, without limitation, provisions giving the Company
the right to redeem this Note under certain circumstances and the Holder of this
Note the right to convert this Note into Common Stock of the Company and the
right to require the Company to repurchase this Note upon certain events on the
terms and subject to the limitations referred to on the reverse hereof and as
more fully specified in the Indenture. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

         This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of said State.

         This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

                                        2



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

                                            ADVANCED MICRO DEVICES, INC.


                                            By:   /s/ Thomas M. McCoy
                                                --------------------------------
                                                  Authorized Signatory

Attest:


By:   /s/ Hollis O'Brien
    -----------------------------------
      Authorized Signatory

                                        3



This is one of the Notes referred to in the within-mentioned Indenture.

Dated: November 25, 2002                   THE BANK OF NEW YORK,
       -------------------------           as Trustee


                                           By:   /s/ Michael Pitfick
                                               ---------------------------------
                                                 Authorized Signatory

                                        4



                                 Reverse of Note

         This Note is one of a duly authorized issue of Securities of the
Company, designated as its 4.50% Convertible Senior Notes Due 2007 (herein
called the "Notes"), all issued or to be issued under and pursuant to an
Indenture dated as of November 25, 2002 (as supplemented by an officers'
certificate dated as of November 25, 2002, the "Indenture"), between the Company
and the Bank of New York (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes.

         The indebtedness evidenced by the Notes is unsecured and unsubordinated
indebtedness of the Company and ranks equally with the Company's other unsecured
and unsubordinated indebtedness.

         No sinking fund is provided for the Notes.

         Redemption at the Option of the Company. The Notes are redeemable as a
whole, or from time to time in part, at any time after December 4, 2005 at the
option of the Company, if the last reported sale price of the Company's Common
Stock is at least 150% of the then effective Conversion Price for at least 20
Trading Days within a period of 30 consecutive Trading Days ending within five
Trading Days of the date of Redemption Notice, at the following redemption
prices (each, a "Redemption Price"), expressed as a percentage of principal
amount for Notes redeemed during the periods set forth below:
                                                                    Redemption
         Period                                                        Price
         --------------------------------------------------------- -------------
         Beginning on December 4, 2005 through November 30, 2006      101.8%
         Beginning on December 1, 2006 through November 30, 2007      100.9%
         At December 1, 2007                                          100.0%

in each case together with accrued and unpaid interest to, but excluding, the
Redemption Date. Accrued and unpaid interest shall be paid to the Holder that
receives the Redemption Price unless the Redemption Date is an Interest Payment
Date, in which case interest shall be paid to the record holder on the
applicable Regular Record Date or Special Record Date.

         Purchase By the Company at the Option of the Holder. At the option of
the Holder and subject to the terms and conditions of the Indenture, the Company
shall become obligated to repurchase the Notes if a Fundamental Change occurs at
any time prior to December 1, 2007 at 100% of the Principal plus accrued and
unpaid interest to, but excluding, the Repurchase Date (the "Repurchase Price"),
which Repurchase Price shall be paid in cash.

         Holders have the right to withdraw any Repurchase Notice by delivering
to the Paying Agent a written notice of withdrawal in accordance with the
provisions of the Indenture.

         If cash sufficient to pay the Repurchase Price of all Notes or portions
thereof to be purchased on a Repurchase Date is deposited with the Paying Agent
on the Business Day

                                        5



following the Repurchase Date interest will cease to accrue on such Notes (or
portions thereof) immediately after such Repurchase Date and the Holder thereof
shall have no other rights as such (other than the right to receive the
Repurchase Price upon surrender of such Note).

         Conversion. Subject to the provisions of the Indenture, the Holder
hereof has the right, at its option, at any time following the date of issuance
of the Notes and prior to the close of business on the Business Day next
preceding December 1, 2007, to convert the Principal hereof or any portion of
such Principal which is $1,000 or an integral multiple thereof, into that number
of fully paid and non-assessable shares of Common Stock, as said shares shall be
constituted at the date of conversion, obtained by dividing the Principal of
this Note or portion thereof to be converted by the conversion price of $7.37
(the "Conversion Price") as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a Conversion Notice as
provided in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this Note,
duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or by his duly authorized attorney.
No adjustment in respect of interest or dividends will be made upon any
conversion; provided, that, if this Note shall be surrendered for conversion
during the period from the close of business on any Regular Record Date for the
payment of interest through the close of business on the Business Day next
preceding the following Interest Payment Date, and has not been called for
redemption on a Redemption Date that occurs during such period, such Note (or
portion thereof being converted) must be accompanied by an amount, in funds
acceptable to the Company, equal to the interest payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such payment shall be required if there shall exist at the time of conversion a
default in the payment of interest on the Notes. No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Notes for conversion. Notes in
respect of which a Holder is exercising its right to require repurchase on a
Repurchase Date may be converted only if such Holder withdraws its election to
exercise such right in accordance with the terms of the Indenture. Any Notes
called for redemption, unless surrendered for conversion by the Holders thereof
on or before the close of business on the Business Day preceding the date fixed
for redemption, may be deemed to be redeemed from such Holders for an amount
equal to the applicable Redemption Price, by one or more investment banks or
other purchasers who may agree with the Company (i) to purchase such Notes from
the Holders thereof and convert them into shares of the Common Stock and (ii) to
make payment for such Notes as aforesaid to the Trustee in trust for the
Holders.

         In the event of a deposit or withdrawal of an interest in this Note,
including an exchange, transfer, repurchase or conversion of this Note in part
only, the Trustee, as custodian of the Depositary, shall make an adjustment on
its records to reflect such deposit or withdrawal in accordance with the rules
and procedures of the Depositary.

         If an Event of Default shall occur and be continuing, the Principal
plus interest accrued through such date on all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.

                                        6



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

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in aggregate principal amount of the
Outstanding Notes shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity satisfactory to it, and the Trustee shall not have
received from the Holders of a majority in principal amount of Outstanding Notes
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and offer
of indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Note for the enforcement of any payment of said principal hereof or
interest hereon on or after the respective due dates expressed herein or for the
enforcement of any conversion right.

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

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable by the Registrar, upon
presentation of this Note for registration of transfer to the Registrar if the
Registrar's requirements for such transactions are met.

         The Notes are issuable only in registered form in denominations of
$1,000 and any integral multiple of $1,000 above that amount, as provided in the
Indenture and subject to certain limitations therein set forth. Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this

                                        7



Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.

         This Note shall be governed by and construed in accordance with the
laws of the State of New York.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

                                        8



                                 ASSIGNMENT FORM

         If you want to assign this Note, fill in the form below and have your
signature guaranteed:

         I or we assign and transfer this Note to:

________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________
         (Print or type name, address and zip code and social security or tax ID
         number of assignee)

and irrevocably appoint _____________________________________ agent to transfer
this Note on the books of the Company. The agent may substitute another to act
for him.

              Date: ___________________          Signed: _______________________

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

              Signature Guarantee: _____________________________________________


Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.



                                CONVERSION NOTICE

         If you want to convert this Note into Common Stock of the Company,
check the box: [_]

         To convert only part of this Note, state the principal amount to be
converted (which must be $1,000 or an integral multiple of $1,000):

         $ ________________________________

         If you want the stock certificate made out in another person's name,
fill in the form below:

________________________________________________________________________________
              (Insert other person's social security or tax ID no.)

________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________
            (Print or type other person's name, address and zip code)

              Date:  __________________          Signed:  ______________________

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

              Signature Guarantee: _____________________________________________


Note: Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.