AFFILIATED COMPUTER SERVICES INC, S-3, 1998-04-02

AFFILIATED COMPUTER SERVICES INC
S-3, 1998-04-02
COMPUTER PROCESSING & DATA PREPARATION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 2, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFFILIATED COMPUTER SERVICES, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 51-0310342
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>

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2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6111

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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DAVID W. BLACK, ESQ.
2828 NORTH HASKELL AVENUE
DALLAS, TEXAS 75204
(214) 841-6152

(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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COPY TO:

DAVID G. LUTHER, JR., ESQ.
HUGHES & LUCE, L.L.P.
1717 MAIN STREET, SUITE 2800
DALLAS, TEXAS 75201
(214) 939-5535
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER NOTE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
4% Convertible Subordinated Notes due March
15, 2005.................................. 230,000,000 100% $230,000,000 $75,900
Class A Common Stock, $0.01 Par Value....... (2) (2) (2) (2)
</TABLE>

(1) Estimated solely for purposes of calculating the registration fee.

(2) Such indeterminate number of shares of Common Stock as shall be issuable
upon conversion of the Notes being registered hereunder. No additional
consideration will be received for the Class A Common Stock, and therefore
no registration fee is required pursuant to Rule 457(i).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 2, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

$230,000,000

[LOGO]
AFFILIATED COMPUTER SERVICES, INC.
4% CONVERTIBLE SUBORDINATED NOTES DUE MARCH 15, 2005

This Prospectus relates to the offering for resale by the Selling
Securityholders (the "Selling Securityholders") of up to an aggregate of
$230,000,000 of 4% Convertible Subordinated Notes due March 15, 2005 (the
"Notes") of Affiliated Computer Services, Inc., a Delaware corporation ("ACS" or
the "Company"), and the 5,391,936 shares of Class A Common Stock, par value $.01
per share (the "Class A Common Stock") that are issuable upon conversion of the
Notes at the initial conversion rate of 23.4432 shares per U.S. $1,000 principal
amount of Notes, subject to adjustment in certain events. The Notes offered
hereby were originally offered by the Company in an underwritten private
placement.

The Notes will be convertible at any time on or after June 15, 1998 and
prior to the close of business on the maturity date, unless previously redeemed
or repurchased, at a conversion rate of 23.4432 shares of Class A Common Stock
per $1,000 principal amount of Notes (equivalent to a conversion price of U.S.
$42.66 per share), subject to adjustment under certain circumstances. See
"Description of Notes -- Conversion Rights". The Company's Class A Common Stock
is listed on the New York Stock Exchange under the symbol "AFA." The closing
sale price of the Class A Common Stock on April 1, 1998 was $34 1/16 per share.
Interest on the Notes will be payable semiannually on March 15 and September 15
of each year, commencing on September 15, 1998.

The Notes are redeemable at the option of the Company, on or after March 15,
2002, in whole or in part, at the redemption prices set forth herein, plus
accrued interest to the redemption date. See "Description of Notes -- Optional
Redemption". The Notes are not entitled to any sinking fund. The Notes will
mature on March 15, 2005.

In the event of a Change in Control (as defined herein), each holder of
Notes may require the Company to repurchase its Notes, in whole or in part, for
cash or, at the Company's option, Class A Common Stock (valued at 95% of the
average closing sale prices for the five trading days immediately preceding and
including the third trading day prior to the repurchase date) at a repurchase
price of 100% of the principal amount of Notes to be repurchased, plus accrued
interest to the repurchase date. See "Description of Notes -- Repurchase at
Option of Holders Upon a Change in Control".

The Notes are unsecured obligations of the Company, subordinated in right of
payment to all existing and future Senior Indebtedness (as defined herein) of
the Company and effectively subordinated in right of payment to all indebtedness
and other liabilities of the Company's subsidiaries. As of December 31, 1997,
the aggregate amount of outstanding Senior Indebtedness of the Company was
approximately $300 million. The Indenture will not restrict the Company or its
subsidiaries from incurring additional Senior Indebtedness or other
indebtedness. See "Description of Notes -- Subordination".

The Notes may be sold from time to time pursuant to this Prospectus by the
Selling Securityholders. The Notes may be sold by the Selling Securityholders in
ordinary brokerage transactions, in transactions in which brokers solicit
purchases, in negotiated transactions, or in a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices relating to
such prevailing market prices or at negotiated prices. See "Plan of
Distribution." The distribution of the Notes is not subject to any underwriting
agreement. The Company will receive no part of the proceeds of sales from the
offering by the Selling Securityholders. All expenses of registration incurred
in connection with this offering are being borne by the Company, but all selling
and all other expenses incurred by the Selling Securityholders will be borne by
such Selling Securityholders. None of the securities offered pursuant to this
Prospectus have been registered prior to the filing of the Registration
Statement of which this Prospectus is a part.

SEE "RISK FACTORS" ON PAGE 3 FOR CERTAIN FACTORS RELEVANT TO AN INVESTMENT
IN THE NOTES.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission located at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a Web site where reports, proxy
statements, and other information filed by publicly traded companies, including
the Company, may be retrieved, and the address of such site is
http://www.sec.gov. The Company's Class A Common Stock, par value $.01 per share
("Class A Common Stock") is listed on the New York Stock Exchange ("NYSE"), and
reports, proxy statements, and other information can also be inspected at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed with the Commission are incorporated by
reference into this Prospectus:

(i) the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, as amended by Amendment No. 1 thereto on Form 10-K/A;

(ii) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1997 and December 31, 1997;

(iii) the Company's Registration Statement on Form 8-A filed with the
Commission on August 21, 1997; and

(iv) the Company's Current Reports on Form 8-K, dated August 20, 1997,
September 25, 1997, December 23, 1997, January 6, 1998 and February 19,
1998, respectively.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from and
after the respective dates of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

As used herein, the terms "Prospectus" and "herein" mean this Prospectus,
including the documents incorporated or deemed to be incorporated herein by
reference, as the same may be amended, supplemented or otherwise modified from
time to time. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein do not purport to be complete, and
where reference is made to the particular provisions of such contract or other
document, such provisions are qualified in all respects by reference to all of
the provisions of such contract or other document. The Company will provide
without charge to each person to whom a copy of this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents which have been or may be incorporated in this Prospectus by
reference other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference in any such documents). Requests for such
copies should be directed to David W. Black, Secretary, Affiliated Computer
Services, Inc., 2828 North Haskell Avenue, Dallas, Texas 75204, telephone (214)
841-6152.

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RISK FACTORS

In addition to the other information set forth in this Prospectus, the
following risk factors should be carefully considered in evaluating an
investment in the Notes offered hereby and the shares of Class A Common Stock
issuable upon conversion thereof. This Prospectus contains certain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which involve risks and uncertainties.
The Company's actual results may differ significantly from the results discussed
in the forward-looking statements as a result of various risks and
uncertainties, including the timing and magnitude of technological advances; the
performance of recently acquired businesses; the prospects for future
acquisitions; the possibility that a current customer could be acquired or
otherwise affected by a future event that would diminish their information
technology requirements; the competition in the information technology industry
and the impact of such competition on pricing, revenues and margins; the degree
to which business entities continue to outsource information technology and
business processes; uncertainties surrounding budget reductions or changes in
funding priorities or existing government programs; the costs of attracting and
retaining highly skilled personnel; and the other factors summarized below.

RELIANCE ON SIGNIFICANT CUSTOMERS

The success of ACS has been dependent in large part on its retention of
contracts with certain significant customers. The five largest customers of ACS
for the fiscal years ended June 30, 1995, 1996, and 1997, accounted for
approximately 21%, 23%, and 22%, respectively, of its revenues. For the fiscal
year ended June 30, 1997, the Company's principal contract with the Department
of Education accounted for approximately 11% of ACS's revenues. Other than the
Department of Education, no one customer represented more than 5% of ACS's
revenues for the fiscal year ended June 30, 1997. While ACS believes its
relations with such customers are good and has contracts with each with
remaining terms of approximately one to seven years, the loss of any of such
customers or a material decrease in services provided to any such customers
could have an adverse impact on ACS. Generally, ACS may lose customers due to
merger, business failure, conversion to a competing data processor, or
conversion to an in-house data processing system. There can be no assurance that
ACS will be able to maintain long-term relationships with its significant
customers. ACS could also be vulnerable to reduced processing volumes from its
customers, which reductions might occur due to business downturns, product
liability issues, work stoppages by organized labor, or other business reasons.
Many of ACS's customers are in industries that are currently undergoing
significant consolidation.

Generally, the Company's business with the federal government is conducted
through Computer Data Systems, Inc., a Maryland corporation ("CDSI"). Such
business is subject to various risks, including the reduction or modification of
contracts due to changing government needs and requirements. Additionally, the
federal government may terminate contracts, including the Company's principal
contract with the Department of Education, for convenience. In the event of such
a termination of one or more of CDSI's contracts, CDSI would generally be
reimbursed for the then remaining unamortized costs incurred with respect to
providing the services under such contracts. See "-- Government Contracts".

Outsourcing companies such as ACS incur a high level of fixed costs related
to data processing customers. These fixed costs result from significant
investments in data processing centers, including computer hardware platforms,
computer software, facilities, and customer service infrastructure. The loss of
any one significant outsourcing customer can leave an outsourcing company with a
higher level of fixed costs than is necessary to serve remaining customers,
thereby reducing profitability. ACS also incurs a high level of variable costs
related to its image management and professional services customers. Such
variable costs are primarily due to the labor intensive nature of providing
these services.

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INVESTMENTS RELATED TO SIGNIFICANT CUSTOMER CONTRACTS

Large outsourcing agreements often require a significant capital investment.
ACS is sometimes required to purchase certain assets (such as computing
equipment and purchased software), assume certain financial obligations (such as
computer lease and software maintenance obligations), make investments in
certain securities issued by its customers, incur specific capital expenditures
or incur expenses necessary to provide outsourcing services to a new customer.
These investments and asset purchases have been recorded by ACS at fair market
value, with the remainder of the purchase amount recorded as intangible assets,
which are then amortized over the term of each contract. The termination of a
customer contract or the deterioration of the financial condition of a customer
has in the past, and may in the future, result in an impairment of the net book
value of the assets recorded. Moreover, there can be no assurance that ACS will
be successful in its ability to both finance and properly evaluate these assets
and investments.

COMPETITION AND TECHNOLOGICAL CHANGE

The markets for ACS's services are intensely competitive and highly
fragmented. ACS's market share represents a small percentage of the total
information processing market. Many of ACS's principal competitors have greater
financial, technical, and operating resources than ACS, and may be able to use
their resources to adapt more quickly to new or emerging technologies or to
devote greater resources to the promotion and sale of their products and
services. Many of the Company's largest competitors have greater international
presences than the Company and offer a broader range of services. In addition,
ACS's competitors are expected to continue their practice of investing in or
acquiring assets from large data processing customers in order to obtain
outsourcing contracts. There can be no assurance that ACS will be able to
compete successfully in the future or that competition will not have a material
adverse effect on the results of operations of ACS.

The market for information processing services is subject to rapid
technological changes and rapid changes in customer requirements. Technological
advances and competition require ACS to commit substantial amounts of its
resources to the operation of multiple hardware platforms, the customization of
third-party software programs and the training of customer personnel in the use
of such hardware and software. A significant portion of ACS's outsourcing
revenue is derived from data processing services performed on IBM-compatible
mainframe systems. Technological advances currently in process may result in the
development of hardware and software products that are able to manipulate large
amounts of data more cost-effectively than existing mainframe platforms. An
acceleration of the shift towards client-server data processing, in which
individual computers or groups of personal computers and mid-range systems
replace mainframe systems, may adversely affect ACS. ACS has committed
substantial amounts of its resources to the development of outsourcing solutions
for these distributed computing environments. There can be no assurance that ACS
will be successful in customizing products and services that incorporate new
technology on a timely basis or will continue to be able to deliver the services
and products demanded by the marketplace.

RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY
AND POTENTIAL DIFFICULTIES IN MANAGING GROWTH AND EXPANSION

A key element of the Company's strategy has been, and will continue to be,
to expand its business by strategic acquisitions of companies that enable the
Company to expand its geographic presence, to expand the products and services
offered to existing customers and to obtain a presence in new, complementary
markets. Since its inception in June 1988, ACS has completed 38 acquisitions
accounted for as purchases and one acquisition, its recent acquisition of CDSI,
accounted for as a pooling of interests. Approximately one-half of the increase
in the Company's revenues during the five years ended June 30, 1997 is
attributable to acquisitions accounted for as purchases. The Company regularly
evaluates potential acquisition candidates.

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No assurance can be given that the Company will be able to identify any
suitable acquisition candidates, to complete any acquisitions on favorable terms
or to obtain any financing that may be required on favorable terms, that any
acquisition by the Company will not adversely affect the business, financial
condition or results of operations of the Company or that acquisitions will
enhance the business of the Company. In pursuing acquisitions, the Company
competes with other companies, some of which have greater financial resources
than the Company. Without additional acquisitions, the Company's ability to
continue to grow at historical rates could be adversely affected. In addition,
as acquisition activity in the information technology services industry
continues, it may become increasingly difficult for the Company to find suitable
acquisition candidates on favorable terms.

Acquisitions involve a number of risks that could adversely affect the
business, financial condition or results of operations of the Company, including
the diversion of management's attention, the assimilation of the operations and
personnel of the acquired companies and the potential loss of key employees. The
Company's ability to manage its growth effectively will require it to continue
to improve its corporate accounting, financial reporting and management
information systems, and to attract, retain, train, motivate and manage its
employees effectively.

Acquisitions also entail transaction costs and integration expenses, in
addition to increased indebtedness and non-cash amortization charges in many
cases. Future acquisitions may result in potentially dilutive issuances of
securities and increased goodwill and intangible assets and amortization
expenses.

GOVERNMENT CONTRACTS

After taking into account the recent acquisition of CDSI by ACS (which was
accounted for as a pooling of interests) approximately 33% of ACS's revenues in
fiscal 1997 were derived from contracts with the United States government or
agencies thereof (collectively, the "Government"). The Company, primarily,
through CDSI, has over 40 active prime contracts and numerous active
subcontracts with the Government, the largest of which accounted for
approximately 11% of the Company's revenues for fiscal 1997. Loss or termination
of one or more large Government contracts could have a material adverse effect
on the Company.

Government contracts, by their terms, generally can be terminated for
convenience by the Government, which means that the Government may terminate the
contract at any time, without cause, and in certain instances ACS would be
entitled to receive compensation only for the services provided or costs
incurred at the time of termination. In addition, many of the Government
contracts awarded to the Company contain base periods of one or more years, as
well as one or more option periods that may cover more than half of the
potential contract duration. The Government generally has the right not to
exercise option periods and its failure to exercise option periods could curtail
the contract term of certain contracts held by the Company. The Government's
termination of, or failure to exercise option periods for, significant
Government contracts could have a material adverse effect on the Company.

Government contracts are generally subject to audits and investigations by
Government agencies. These audits and investigations involve a review of the
contractor's performance on its contracts, as well as its pricing practices, its
cost structure, and its compliance with applicable laws, regulations, and
standards. If any costs are improperly charged to a contract, the costs are not
reimbursable and, if already reimbursed, will have to be refunded to the
Government. Furthermore, if improper or illegal activities are discovered in the
course of any audits or investigations, the contractor may be subject to various
civil and criminal penalties and administrative sanctions, which may include
termination of contracts, forfeiture of profits, suspension of payments, fines
and suspensions or debarment from doing business with the Government. In recent
years, the Government has substantially increased the personnel and resources it
devotes to audits and investigations and has encouraged auditors and
investigators to emphasize the detection of fraud or improper activities. The
Company believes that this high level of industry scrutiny will continue for the
foreseeable future. There can be no assurance that the Company will not be
subject in the

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future to penalties and sanctions with respect to its activities, both past and
future. If the Company became subject to penalties or sanctions, the penalties
or sanctions could have a material adverse effect on the Company's business and
financial condition.

RISKS RELATED TO POTENTIAL YEAR 2000 PROBLEMS

The Company utilizes a significant number of computer software programs and
operating systems across its entire organization. To the extent that the
Company's systems contain source codes that are unable to interpret
appropriately the upcoming calendar year 2000, some level of modification, or
even possibly replacement of such systems, may be necessary. The Company has
established processes for evaluating and managing the risks associated with Year
2000 software failures and management is in the process of taking steps to
ensure a smooth Year 2000 transition. The Company has identified and analyzed
both internally developed and acquired system software that utilizes date
embedded codes that may experience operational problems when the year 2000 is
reached. The Company is making and intends to complete necessary modifications
to the identified system software by the end of calendar year 1998. Management
does not anticipate that the Company will incur significant operating expenses
or be required to invest heavily in computer systems improvements to be Year
2000 compliant. However, no assurance can be given that any or all of the
Company's systems are or will be Year 2000 compliant or that the costs required
to address the Year 2000 issue or that the effect of the Company's failure to
achieve substantial Year 2000 compliance will not have a material adverse effect
on the Company's business, financial condition or results of operations.

The Company is also cooperating with its customers, suppliers and others
with which it does business to coordinate Year 2000 compliance. In most
instances, the Company's customers maintain and enhance their own application
programs, although they use computer and network resources provided by the
Company. Although the Company generally does not have any contractual
responsibility to ensure that such application programs are Year 2000 compliant,
the Company's business could be adversely affected if the Company's customers
experience Year 2000 problems with such applications and such customers
consequently use less computing resources of the Company, alter their pattern of
usage of resources or dedicate less of their information processing budgets to
projects conducted by the Company. The Company's business could also be
adversely affected if potential new customers decide not to pursue outsourcing
projects as a result of focusing information technology resources on Year 2000
issues in their own organizations.

RISKS ASSOCIATED WITH ATM FEE LEGISLATION

Legislation and regulations have been proposed at the state and federal
government levels that may be enacted to regulate the fees that may be collected
by ATM owners, which could have the effect of reducing the economic viability of
many ATMs. If such or similar legislation or regulations are enacted, the number
of ATMs operated nationwide (or within the geographic areas affected by the
legislation or regulations) could be significantly reduced. This could adversely
affect ACS's results of operations as it relates to ACS electronic commerce ("
ECG") business. Approximately 10% of ACS revenues for the fiscal year ended June
30, 1997 were derived from its ECG business.

DEPENDENCE ON KEY PERSONNEL

The success of ACS is largely dependent on the skills, experience, and
performance of certain key members of its management, including Darwin Deason,
Chairman of the Board and Chief Executive Officer of ACS. The loss of the
services of any of these key employees could have an adverse effect on ACS's
business and prospects. ACS has not entered into employment agreements with any
of its key personnel, although it has entered into severance agreements with
each of its executive officers.

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The Company's success will also depend to a significant extent upon its
ability to continue to attract, retain and motivate highly skilled and qualified
personnel. Competition for such personnel is intense in the information
technology services industry.

VOTING CONTROL BY CHAIRMAN OF THE BOARD

ACS is controlled by Darwin Deason, its Chairman and Chief Executive
Officer, who has voting control over an aggregate of 3,299,686 shares of Class B
Common Stock, par value $.01 per share ("Class B Common Stock"), of the Company
and 3,123,410 shares of Class A Common Stock, which have an aggregate of
36,120,270 votes, or approximately 46% of the total voting power of ACS.
Accordingly, Mr. Deason can significantly affect virtually all decisions made
with respect to ACS by its stockholders, including decisions relating to the
election of directors.

SUBORDINATION

The Notes will be unsecured and subordinated in right of payment in full to
all existing and future Senior Indebtedness of the Company. As a result of such
subordination, in the event of the Company's liquidation or insolvency, payment
default with respect to Senior Indebtedness, or upon the acceleration of the
Notes due to an event of default, the assets of the Company will be available to
pay obligations on the Notes only after all Senior Indebtedness has been paid in
full, and there may not be sufficient assets remaining to pay amounts due on any
or all of the Notes then outstanding.

The Notes are obligations exclusively of the Company. Since the operations
of the Company are partially conducted through subsidiaries, the cash flow and
the consequent ability to service debt, including the Notes, of the Company, are
partially dependent upon the earnings of its subsidiaries and the distribution
of those earnings to, or upon loans or other payments of funds by those
subsidiaries to, the Company. The payment of dividends and the making of loans
and advances to the Company by its subsidiaries are subject to statutory or
contractual restrictions, are dependent upon the earnings of those subsidiaries
and are subject to various business considerations. Any right of the Company to
receive assets of any of its subsidiaries upon their liquidation or
reorganization (and the consequent right of the holders of the Notes to
participate in those assets) will be effectively subordinated to the claims of
that subsidiary's creditors (including trade creditors), except to the extent
that the Company is itself recognized as a creditor of such subsidiary, in which
case the claims of the Company would still be subordinate to any security
interests in the assets of such subsidiary and any indebtedness of such
subsidiary senior to that held by the Company.

As of December 31, 1997, the Company had approximately $300 million of
indebtedness and other liabilities that would have constituted Senior
Indebtedness. The Indenture does not prohibit or limit the incurrence of Senior
Indebtedness or the incurrence of other indebtedness or other liabilities by the
Company or its subsidiaries. The incurrence of additional indebtedness and other
liabilities by the Company or its subsidiaries could adversely affect the
Company's ability to pay its obligations on the Notes. See "Description of Notes
- -- Subordination".

LIMITATIONS ON REPURCHASE OF NOTES

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the Company's ability to repurchase Notes may be limited or prohibited by the
terms of borrowing arrangements, including Senior Indebtedness, existing at the
time of a Change in Control. The Company's ability to repurchase Notes may also
be limited by the terms of its subsidiaries' then-existing borrowing
arrangements due to dividend restrictions. Any failure by the Company to
repurchase the Notes when required following a Change in Control would result in
an Event of Default under the Indenture whether or not such repurchase is
permitted by the subordination provisions of the Indenture. Any such default
may, in turn, cause a default under Senior Indebtedness of the Company.
Moreover, the occurrence of a Change in Control could result in an event of
default under the Credit Facility and may cause an event of default under the
terms of other Senior Indebtedness of the Company. As a result, in each case,
any repurchase of the Notes would, absent a waiver, be prohibited under the
subordination provisions of the Indenture until the Senior Indebtedness is paid
in full. In addition, the Company's repurchase of the Notes as a result of the
occurrence of a Change in Control may be prohibited or limited by, or create an
event of default under, the terms of agreements related to borrowings which the
Company may enter into from time to time, including agreements relating to
Senior Indebtedness. See "Description of Notes -- Repurchase at Option of
Holders Upon a Change in Control".

ABSENCE OF TRADING MARKET; TRANSFER RESTRICTIONS

There is no existing trading market for the Notes and there can be no
assurance as to the liquidity of any such market that may develop, the ability
of the holders of Notes to sell such securities, the price at which the holders
of Notes would be able to sell such securities or whether a trading market, if
it develops, will continue. The Notes are expected to be eligible for trading in
the Private Offerings, Resales and Trading through Automated Linkages market of
the National Association of Securities Dealers, Inc. ("NASD"). The Company does
not intend to apply for listing of the Notes on any securities exchange or for
inclusion of the Notes on any automated quotation system. If a liquid market for
the Notes fails to develop or be maintained, the trading price of the Notes
could be adversely affected. If a trading market were to develop, the Notes
could trade at prices higher or lower than their principal amount, depending
upon many factors, including prevailing interest rates, the market for similar
securities and the operating results of the Company.

Transfers of Notes and Class A Common Stock issuable upon conversion of the
Notes are subject to certain restrictions. Each purchaser of Notes offered
hereby in making its purchase will be deemed to have made certain
acknowledgments, representations and agreements with respect to such transfer
restrictions.

POTENTIAL VARIABILITY OF OPERATING RESULTS; POSSIBLE PRICE VOLATILITY

The Company's future operating results are uncertain and can vary from
quarter to quarter and from year to year due to fluctuations in a wide variety
of factors, many of which are outside of the Company's control, including, but
not limited to, the timing and magnitude of technological advances, the
possibility that a current customer could be acquired or otherwise affected by a
future event that would diminish their information technology requirements,
competition in the information technology industry and the impact of such
competition on pricing, revenues and margins, the degree to which business
entities continue to outsource information and business processes, uncertainties
surrounding budget reductions or changes in funding priorities or existing
government programs and general economic factors. Unfavorable changes in the
above or other factors could adversely affect the Company's operating results in
any period.

The price of Class A Common Stock is determined in the marketplace and may
be influenced by many factors, including the depth and liquidity of the market
for the Class A Common Stock, investor perception of ACS and the industry within
which ACS competes and general economic and market conditions. Variations in
operating results, general trends in the industry and other factors could cause
the market price of the Class A Common Stock to fluctuate significantly. In
addition, general trends and developments in the industry, including the
announcement of technological innovations by ACS or its competitors, government
regulation and other factors, could have a significant impact on the price of
Class A Common

8
<PAGE>
Stock. The stock market has, on occasion, experienced extreme price and volume
fluctuations that have often particularly affected market prices for smaller
companies and that often have been unrelated or disproportionate to the
operating performance of the affected companies, and the price of Class A Common
Stock could be affected by such fluctuations.

ANTI-TAKEOVER EFFECT OF CERTIFICATE OF INCORPORATION AND BYLAWS AND OTHER
STOCKHOLDER
PROTECTION MECHANISMS

Certain provisions of the ACS charter and ACS bylaws may delay, defer, or
prevent a tender offer or takeover attempt that a stockholder might consider to
be in such stockholder's best interest, including attempts that might result in
a premium over the market price for the securities. For example, the ACS charter
provides that the removal of any director or directors, with or without cause,
requires the affirmative vote of at least 80% of the combined voting stock of
ACS, giving effect to the number of votes per share attributable to such share.
Such ACS charter provision would restrict the ability of a party to gain control
of the ACS Board by acquiring a majority of the ACS voting stock, removing all
of the directors and then replacing them with directors seeking to benefit such
party. Additionally, the ACS bylaws provide that the number of directors shall
be fixed, from time to time, by resolution of the ACS Board, and further, that
such number of directors of ACS be divided into three classes that are elected
for staggered three-year terms. Thus, in any given year, only a portion of the
ACS directors would be eligible for election, thereby eliminating the ability of
a hostile party to gain control of the ACS Board in a single proxy contest,
making an unsolicited takeover attempt (including an attempt that an ACS
stockholder might consider in such stockholders' best interest) more expensive
and more difficult. The ACS bylaws also provide for advance notice procedures
with respect to the submission by stockholders of proposals to be acted on at
stockholder meetings and of nominations of candidates for election as directors.
Further, the ACS charter permits the ACS Board to establish by resolution one or
more series of preferred stock ("ACS Preferred Stock") and to establish the
powers, designations, preferences and relative, participating, optional, or
other special rights of each series of ACS Preferred Stock. The ACS Preferred
Stock could be issued on terms that are unfavorable to the holders of Class A
Common Stock or that could make a takeover or change in control of ACS more
difficult. The Company also has a significant number of authorized but unissued
shares of Class B Common Stock, which are entitled to ten votes per share. The
issuance of shares of Class B Common Stock could make a takeover or change in
control of ACS more difficult. Further, ACS has instituted a stockholder rights
plan and has entered into severance agreements with each of its executive
officers, which plan and agreements may have the effect of discouraging an
unsolicited takeover proposal. Moreover, ACS is subject to Section 203 of the
Delaware General Corporation Law, which places restrictions on certain business
combinations with certain stockholders that could render more difficult a change
in control of ACS. Finally, the ownership by Mr. Deason of approximately 46% of
the total voting power of ACS capital stock, including shares of Class B Common
Stock that are entitled to ten votes per share, could also have the effect or
delaying, deterring or preventing a takeover of ACS. See "-- Voting Control by
Chairman of the Board."

SHARES AVAILABLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, that future sales of
Notes or shares of Class A Common Stock or the availability of Notes, shares of
Class A Common Stock or shares of Class B Common Stock for future sale, will
have on the market price of Class A Common Stock prevailing from time to time.
Sales of substantial amounts of Class A Common Stock (including shares issued
upon the exercise of stock options) or Class B Common Stock, or the perception
that such sales could occur, may adversely affect prevailing market prices for
Class A Common Stock. In connection with a recent acquisition, the Company
agreed to file with the Commission under certain circumstances a registration
statement including up to 304,086 shares of Class A Common Stock. In addition,
in connection with the initial public offering of the Company's Class A Common
Stock, the Company filed with the Commission a shelf registration statement,
which has not been withdrawn and currently covers 14,811,812 shares.

9
<PAGE>
The Company and the directors and executive officers of the Company have
agreed that until after June 15, 1998, they will not, directly or indirectly,
offer, sell, contract to sell or otherwise dispose of any shares of Class A
Common Stock (other than the issuance of Class A Common Stock upon conversion of
the Notes), any shares of Class B Common Stock, any securities substantially
similar to the Notes, the Class A Common Stock or the Class B Common Stock or
any securities convertible into or exchangeable or exercisable for Class A
Common Stock or substantially similar securities (other than, in the case of the
Company, pursuant to existing employee stock option and stock purchase plans,
upon the conversion of outstanding convertible securities or pursuant to
existing earn-out obligations arising out of prior acquisitions), without the
prior consent of Goldman, Sachs & Co.; provided, however, that the Company may
issue up to 3,000,000 shares of Class A Common Stock in consideration for
acquisitions of businesses occurring after March 17, 1998 but before June 15,
1998, provided that each recipient of any such shares agrees in writing that all
such shares shall remain subject to restrictions identical to those contained in
this sentence; and provided, further, however, that during the period beginning
on April 17, 1998 continuing to and including June 15, 1998, the directors and
executive officers may offer, sell, contract to sell or otherwise dispose of up
to an aggregate of 12.5% of their individual holdings of shares of Class A
Common Stock and Class B Common Stock.

10
<PAGE>
SELLING SECURITYHOLDERS

The following table sets forth the name of each Selling Securityholder and
relationship, if any, with the Company and (i) the amount of Notes owned by each
Selling Securityholder as of April 2, 1998 (assuming no Notes have been sold
under this Prospectus as of such date), (ii) the maximum amount of Notes which
may be offered for the account of such Selling Securityholder under the
Prospectus, (iii) the amount of Common Stock owned by each Selling
Securityholder as of April 2, 1998 and (iv) the maximum amount of Common Stock
which may be offered for the account of such Selling Securityholder under the
Prospectus.

<TABLE>
<CAPTION>
PRINCIPAL CLASS A
PRINCIPAL AMOUNT OF CLASS A COMMON
AMOUNT OF NOTES COMMON STOCK
NAME OF SELLING NOTES OFFERED STOCK OFFERED
SECURITYHOLDER OWNED HEREBY OWNED(1) HEREBY(2)
- ------------------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Unnamed holders of Notes or any future
transferees, pledgees, donees or successors of
or from any such unnamed holder (3)............ 122,900,000 122,900,000 5,391,936(4) 5,391,936(4)
-------------- -------------- -------------- --------------
TOTAL.......................................... $ 230,000,000 $ 230,000,000 5,391,936(4) 5,391,936(4)
</TABLE>

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

* Less than one percent.

(1) Comprises the shares of Class A Common Stock into which the Notes held by
such Selling Securityholder are convertible at the initial conversion rate.
The Conversion Rate (as defined herein) and the number of shares of Class A
Common Stock issuable upon conversion of the Notes are subject to adjustment
under certain circumstances. See "Description of Notes -- Conversion
Rights." Accordingly, the number of shares of Class A Common Stock issuable
upon conversion of the Notes may increase or decrease from time to time.

(2) Assumes conversion into Class A Common Stock of the full amount of Notes
held by the Selling Securityholder at the initial conversion rate and the
offering of such shares by such Selling Securityholder pursuant to the
Registration Statement of which this Prospectus forms a part. The Conversion
Rate and the number of shares of Class A Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights." Accordingly,
the number of shares of Class A Common Stock issuable upon conversion of the
Notes may increase or decrease from time to time. Fractional shares will not
be issued upon conversion of the Notes; rather, cash will be paid in lieu of
fractional shares, if any.

(3) No such holder may offer Notes pursuant to the Registration Statement of
which this Prospectus forms a part until such holder is included as a
Selling Securityholder in a supplement to this Prospectus in accordance with
the Registration Rights Agreement.

(4) Assumes that the unnamed holders of Notes or any future transferees,
pledges, donees or successors of or from any such unnamed holder do not
beneficially own any Class A Common Stock other than the Class A Common
Stock issuable upon conversion of the Notes at the initial conversion rate.

Because the Selling Securityholders may, pursuant to this Prospectus, offer
all or some portion of the Notes they presently hold, no estimate can be given
as to the amount of the Notes that will be held by the Selling Securityholders
upon termination of any such sales. In addition, the Selling Securityholders
identified above may have sold, transferred or otherwise disposed of all or a
portion of their Notes since the date on which they provided the information
regarding their Notes, in transactions exempt from the registration requirements
of the Securities Act. See "Plan of Distribution."

11
<PAGE>
Only Selling Securityholders identified above who beneficially own the Notes
set forth opposite each such Selling Securityholder's name in the foregoing
table on the effective date of the Registration Statement of which this
Prospectus forms a part may sell such Notes pursuant to the Registration
Statement. The Company may from time to time, in accordance with the
Registration Rights Agreement, include additional Selling Securityholders in
supplements to this Prospectus.

The Company will pay the expenses of registering the Notes being sold
hereunder.

RATIO OF EARNINGS TO FIXED CHARGES

The Company's ratio of earnings to fixed charges for each of the periods is
as follows:

<TABLE>
<CAPTION>
FISCAL YEAR ENDED JUNE 30,
- --------------------------------------------------------------- SIX MONTHS ENDED
1993 1994 1995 1996 1997 DECEMBER 31, 1997
----- ----- ----- ----- ----- -----------------
<S> <C> <C> <C> <C> <C>
2.7 2.6 3.0 4.1 3.9 3.0x(1)
</TABLE>

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

(1) Excluding the $13.0 million charge for merger related costs, the ratio of
earnings to fixed charges for the six months ended December 31, 1997 was
3.8.

12
<PAGE>
DESCRIPTION OF NOTES

The Notes have been issued under an Indenture, dated as of March 20, 1998
(the "Indenture"), between the Company and U.S. Trust Company, as Trustee (the
"Trustee"), copies of which are available for inspection at the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York.
Wherever particular defined terms of the Indenture (including the Notes and the
various forms thereof) are referred to, such defined terms are incorporated
herein by reference (the Notes and various terms relating to the Notes being
referred to in the Indenture as "Securities"). References in this section to the
"Company" are solely to Affiliated Computer Services, Inc. and not its
subsidiaries. The following summaries of certain provisions of the Indenture do
not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the detailed provisions of the Notes and the
Indenture, including the definitions therein of certain terms.

GENERAL

The Notes are unsecured subordinated obligations of the Company, are limited
to U.S.$230,000,000 aggregate principal amount and mature on March 15, 2005,
payable at a price of 100% of the principal amount thereof. The Notes bear
interest at the rate per annum shown on the front cover of this Prospectus from
March 20, 1998, payable semiannually on March 15 and September 15 of each year,
commencing on September 15, 1998. Interest payable per $1,000 principal amount
of Notes for the period from March 20, 1998 to September 15, 1998 will be
U.S.$19.44.

The Notes are convertible into Class A Common Stock initially at the
conversion rate stated on the cover page hereof, subject to adjustment upon the
occurrence of certain events described under "-- Conversion Rights", at any time
on or after the 90th day following the last original issue of the Notes and
prior to the close of business on the maturity date, unless previously redeemed
or repurchased.

The Notes are redeemable at the option of the Company, on or after March 15,
2002, in whole or in part, at the redemption prices set forth below under "--
Optional Redemption", plus accrued interest to the redemption date.

GLOBAL NOTE; BOOK-ENTRY SYSTEM

Notes held by Qualified Institutional Buyers as defined in Rule 144A under
the Securities Act (each a "Qualified Institutional Buyer"), or by non-U.S.
persons who acquired Notes in an "offshore transaction" in reliance on
Regulation S under the Securities Act (each a "Non-U.S. Person"), are evidenced
by one or more global Notes in definitive, fully registered form without
interest coupons (collectively, the "Global Note"), which will be deposited with
the Trustee as custodian for The Depository Trust Company ("DTC") and registered
in the name of Cede & Co. ("Cede"), as nominee of DTC. The Global Note (and any
Notes issued in exchange therefor) will be subject to certain restrictions on
transfer set forth therein and in the Indenture and will bear a legend regarding
such restrictions. Except as set forth below, record ownership of the Global
Note may be transferred, in whole or in part, only to another nominee of DTC or
to a successor of DTC or its nominee.

Qualified Institutional Buyers and Non-U.S. Persons may beneficially own
interests in the Global Note held by DTC only through participants in DTC
("Participants") or certain banks, brokers, dealers, trust companies and other
parties that clear through or maintain a custodial relationship with a
Participant either directly or indirectly ("Indirect Participants"). A Qualified
Institutional Buyer and Non-U.S. Person may hold its interest in the Global Note
directly through DTC if such Qualified Institutional Buyer is a participant in
DTC or indirectly through organizations that are Participants. Transfers between
Participants will be effected in the ordinary way in accordance with DTC's rules
and will be settled in same-day funds. The laws of some states require that
certain persons take physical delivery of securities in definitive form.
Consequently, the ability to transfer beneficial interests in the Global Note to
such persons may be limited.

13
<PAGE>
Cash payment of interest on and principal of and the redemption or
repurchase of the Global Note, as well as any payment of Liquidated Damages,
will be made to Cede, the nominee for DTC, as the registered owner of the Global
Note, by wire transfer of immediately available funds on each relevant payment
date. Neither the Company nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Global Note, including for any delay by
DTC or any Participant or Indirect Participant in identifying the beneficial
ownership interests, and the Company and the Trustee may conclusively rely on,
and shall be protected in relying on, instructions from DTC for all purposes.

The Company has been informed that, with respect to any cash payment of
interest on, principal of, or the redemption or repurchase price of, the Global
Note, as well as any payment of Liquidated Damages, DTC's practice is to credit
Participants' accounts on the payment date therefor with payments in amounts
proportionate to their respective beneficial interests in the Notes represented
by the Global Note as shown on the records of DTC (adjusted as necessary so that
such payments are made with respect to whole Notes only), unless DTC has reason
to believe that it will not receive payment on such payment date. Payments by
Participants to owners of beneficial interests in Notes represented by the
Global Note held through such Participants will be the responsibility of such
Participants, as is now the case with securities held for the accounts of
customers registered in "street name".

Redemption notices shall be sent to Cede. If less than all the Notes are
being redeemed, DTC's practice is to determine by lot the amount of the holdings
of each Participant in such issue to be redeemed.

Neither DTC or Cede will consent or vote with respect to the Notes. Under
its usual procedures, DTC mails an omnibus proxy (the "Omnibus Proxy") to the
issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede's consenting or voting rights to those Participants to whose accounts the
Notes are credited on the record date identified in a listing attached to the
Omnibus Proxy.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants, the ability of a person having a beneficial
interest in the principal amount represented by the Global Note to pledge such
interest to persons or entities that do not participate in the DTC book-entry
system, or otherwise take actions in respect of such interest, may be affected
by the lack of a physical certificate evidencing such interest.

DTC has advised the Company that it will take any action permitted to be
taken by a holder of Notes (including the presentation of Notes for exchange as
described below) only at the direction of one or more Participants to whose
account with DTC interests in the Global Note are credited and only in respect
of such portion of the principal amount of the Notes represented by the Global
Note as to which such Participant or Participants has or have given such
direction.

DTC has advised the Company as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code, as amended, and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for its Participants and facilitate the clearance and settlement of
securities transactions between Participants through electronic book-entry
changes in accounts of its Participants, thereby eliminating the need for
physical transfer and delivery of certificates. Participants include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include certain other organizations. Certain of such Participants (or their
representatives), together with other entities, own DTC. Indirect access to the
DTC system is available to other entities such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly. The rules applicable to DTC and its
Participants are on file with the Commission.

14
<PAGE>
Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of beneficial ownership interests in the Global Note among
Participants, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof. None of the Company,
the Trustee nor any of their respective agents will have any responsibility for
the performance by DTC, its Participants or Indirect Participants of their
respective obligations under the rules and procedures governing their
operations, including maintaining, supervising or reviewing the records relating
to, or payments made on account of, beneficial ownership interests in the Global
Note.

So long as DTC, or its nominee, is the registered owner of the Global Note,
DTC or its nominee, as the case may be, will be considered the sole legal owner
or holder of the Notes represented by the Global Note for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in such
Global Note will not be entitled to have Notes represented by the Global Note
registered in their names, will not receive or be entitled to receive physical
delivery of Notes in definitive form and will not be considered the legal owners
or holder thereof under the Indenture. Accordingly, each person owning a
beneficial interest in the Global Note must rely on the procedures of DTC and,
if such person is not a Participant, those of the Participant through which such
person owns its interests, in order to exercise any rights of a holder under the
Indenture or such Note.

If DTC is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days, the Company will issue Notes in definitive registered form, without
coupons, in denominations of U.S. $1,000 of principal amount at maturity and any
integral multiple thereof, in exchange for the Global Note representing such
Notes. In addition, the Company may at any time and in its sole discretion
determine not to have any Notes in registered form represented by the Global
Note and, in such event, will issue Notes in definitive registered form, without
coupons, in exchange for the Global Note representing such Notes. In any such
instance, an owner of a beneficial interest in the Global Note will be entitled
to physical delivery in definitive form of Notes represented by such Global Note
equal in principal amount to such beneficial interest and to have such Notes
registered in its name.

CONVERSION RIGHTS

The Holder of any Note will have the right, at the Holder's option, to
convert any portion of the principal amount of any Note that is an integral
multiple of $1,000 into shares of Class A Common Stock at any time on or after
the 90th day following the last original issue date of the Notes and prior to
the close of business on the maturity date, unless previously redeemed or
repurchased, at a conversion rate of 23.4432 shares of Class A Common Stock per
$1,000 principal amount of Notes (the "Conversion Rate") (equivalent to a
conversion price of $42.66 per share of Class A Common Stock), subject to
adjustment in certain events as described below. The right to convert a Note
called for redemption or delivered for repurchase will terminate at the close of
business on the Redemption Date for such Note or the Repurchase Date, as the
case may be.

The right of conversion attaching to any Note may be exercised by the Holder
by delivering the Note at the Corporate Trust Office of the Trustee in the
Borough of Manhattan, The City of New York, accompanied by a duly signed and
completed notice of conversion. Such notice of conversion can be obtained at the
office of the Trustee at its Corporate Trust Office in New York City. The
conversion date will be the date on which the Note and the duly signed and
completed notice of conversion are so delivered. As promptly as practicable on
or after the conversion date, the Company will issue and deliver to the Trustee
a certificate or certificates for the number of full shares of Class A Common
Stock issuable upon conversion, together with payment in lieu of any fraction of
a share; such certificate will be sent by

15
<PAGE>
the Trustee to the Conversion Agent for delivery to the Holder. Such shares of
Class A Common Stock issuable upon conversion of the Notes, in accordance with
the provisions of the Indenture, will be fully paid and nonassessable and will
rank PARI PASSU with the other shares of Class A Common Stock of the Company
outstanding from time to time. Any Note surrendered for conversion during the
period from the close of business on any Regular Record Date to the opening of
business on the next succeeding Interest Payment Date (except Notes (or portions
thereof) called for redemption on a Redemption Date or to be repurchased on a
Repurchase Date and, as a result, the right to convert such Notes would
terminate during such period) must be accompanied by payment of an amount equal
to the interest payable on such Interest Payment Date on the principal amount of
Notes being surrendered for conversion. In the case of any Note which has been
converted after any Regular Record Date but before the next succeeding Interest
Payment Date, interest payable on such Interest Payment Date shall be payable on
such Interest Payment Date notwithstanding such conversion, and such interest
shall be paid to the Holder of such Note on such Regular Record Date. As a
result of the foregoing provisions, Holders that surrender Notes for conversion
on a date that is not an Interest Payment Date will not receive any interest for
the period from the Interest Payment Date next preceding the date of conversion
to the date of conversion or for any later period, even if the Notes are
surrendered after a notice of redemption (except for the payment of interest on
Notes called for redemption on a Redemption Date or to be repurchased on a
Repurchase Date for which the right to convert such Notes would terminate
between a Regular Record Date and the Interest Payment Date to which it
relates). No other payment or adjustment for interest, or for any dividends in
respect of Class A Common Stock, will be made upon conversion. Holders of Class
A Common Stock issued upon conversion will not be entitled to receive any
dividends payable to holders of Class A Common Stock as of any record time or
date before the close of business on the conversion date. No fractional shares
will be issued upon conversion but, in lieu thereof, an appropriate amount will
be paid in cash by the Company based on the market price of the Class A Common
Stock at the close of business on the day of conversion.

A Holder delivering a Note for conversion will not be required to pay any
taxes or duties in respect of the issue or delivery of Class A Common Stock on
conversion but will be required to pay any tax or duty which may be payable in
respect of any transfer involved in the issue or delivery of the Class A Common
Stock in a name other than that of the Holder of the Note. Certificates
representing shares of Class A Common Stock will not be issued or delivered
unless all taxes and duties, if any, payable by the Holder have been paid.

The Conversion Rate is subject to adjustment in certain events, including,
without duplication: (a) dividends (and other distributions) payable in Class A
Common Stock on shares of capital stock of the Company, (b) the issuance to all
holders of Class A Common Stock of rights', options or warrants entitling them
to subscribe for or purchase Class A Common Stock at less than the then Current
Market Price of such Class A Common Stock (determined as provided in the
Indenture) as of the record date for shareholders entitled to receive such
rights, options or warrants, (c) subdivisions, combinations and
reclassifications of Class A Common Stock, (d) distributions to all holders of
Class A Common Stock of evidences of indebtedness of the Company, shares of
capital stock, cash or assets (including securities, but excluding those
dividends, rights, options, warrants and distributions referred to above,
dividends and distributions paid exclusively in cash and distributions upon
mergers or consolidations to which the next succeeding paragraph applies), (e)
distributions consisting exclusively of cash (excluding any cash portion of
distributions referred to in (d) above, or cash distributed upon a merger or
consolidation to which the next succeeding paragraph applies) to all holders of
Class A Common Stock in an aggregate amount that, combined together with (i)
other such all-cash distributions made within the preceding 12 months in respect
of which no adjustment has been made and (ii) any cash and the fair market value
of other consideration payable in respect of any tender offer by the Company or
any of its subsidiaries for Class A Common Stock concluded within the preceding
12 months in respect of which no adjustment has been made, exceeds 10% of the
Company's market capitalization (being the product of the Current Market Price
per share of the Class A Common Stock on the record date for such distribution
and the number of shares of Class A Common Stock then outstanding), and (f) the
successful completion of a tender offer

16
<PAGE>
made by the Company or any of its subsidiaries for Class A Common Stock which
involves an aggregate consideration that, together with (i) any cash and other
consideration payable in a tender offer by the Company or any of its
subsidiaries for Class A Common Stock expiring within the 12 months preceding
the expiration of such tender offer in respect of which no adjustment has been
made and (ii) the aggregate amount of any such all-cash distributions referred
to in (e) above to all holders of Class A Common Stock within the 12 months
preceding the expiration of such tender offer in respect of which no adjustments
have been made, exceeds 10% of the Company's market capitalization on the
expiration of such tender offer. The Company reserves the right to make such
increases in the Conversion Rate in addition to those required in the foregoing
provisions as it considers to be advisable in order that any event treated for
United States federal income tax purposes as a dividend of stock or stock rights
will not be taxable to the recipients. No adjustment of the Conversion Rate will
be required to be made until the cumulative adjustments amount to 1.0% or more
of the Conversion Rate. The Company will compute any adjustments to the
Conversion Rate pursuant to this paragraph and will give notice by mail to
Holders of the Registered Notes of any adjustments.

In case of any consolidation or merger of the Company with or into another
Person or any merger of another Person into the Company (other than a merger
which does not result in any reclassification, conversion, exchange or
cancellation of the Class A Common Stock), or in case of any sale or transfer of
all or substantially all of the assets of the Company, each Note then
outstanding will, without the consent of the Holder of any Note, become
convertible only into the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer by a holder of the
number of shares of Class A Common Stock into which such Note was convertible
immediately prior thereto (assuming such holder of Class A Common Stock failed
to exercise any rights of election and that such Note was then convertible).

In the event that the Rights are separated from the Class A Common Stock in
accordance with the provisions of the Company's Rights Agreement dated August
11, 1997 (the "Rights Agreement") such that the holder of Notes would thereafter
not be entitled to receive any such Rights in respect of the Class A Common
Stock issuable upon conversion of such Notes, the Conversion Rate will be
adjusted as provided in clause (b) of the preceding paragraph (subject to
readjustment in the event of an adjustment to the Purchase Price (as defined in
the Rights Agreement) or in the event of the expiration, termination or
redemption of the Rights). In lieu of any such adjustment, the Company may amend
the Rights Agreement to provide that upon conversion of the Notes the Holders
will receive, in addition to the Class A Common Stock issuable upon such
conversion, the Rights that would have attached to such shares of Class A Common
Stock if the Rights had not become separated from the Class A Common Stock
pursuant to the provisions of the Rights Agreement.

The Company from time to time may increase the Conversion Rate by any amount
for any period of at least 20 days, in which case the Company shall give at
least 15 days' notice of such increase, if the Board of Directors has made a
determination that such increase would be in the best interests of the Company,
which determination shall be conclusive. No such increase shall be taken into
account for purposes of determining whether the closing sale price of the Class
A Common Stock exceeds the Conversion Price by 105% in connection with an event
which otherwise would be a Change in Control.

SUBORDINATION

The payment of the principal of, premium, if any, and interest on the Notes
(including any Liquidated Damages (as defined) and any amounts payable upon the
redemption or the repurchase of the Notes permitted by the Indenture) will be
subordinated in right of payment to the extent set forth in the Indenture to the
prior payment in full of the principal of, premium, if any, interest and other
amounts in respect of all Senior Indebtedness of the Company. The principal
amount of outstanding Senior Indebtedness was approximately $300 million at
December 31, 1997.

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<PAGE>
"Senior Indebtedness" is defined in the Indenture to mean: the principal of
(and premium, if any) and interest (including all interest accruing subsequent
to the commencement of any bankruptcy or similar proceeding, whether or not a
claim for post-petition interest is allowable as a claim in any such proceeding)
on, and all fees and other amounts payable in connection with, the following,
whether absolute or contingent, secured or unsecured, due or to become due,
outstanding on the date of the Indenture or thereafter created, incurred or
assumed: (a) indebtedness of the Company evidenced by a credit or loan
agreement, note, bond, debenture or other written obligation, (b) all
obligations of the Company for money borrowed, (c) all obligations of the
Company evidenced by a note or similar instrument given in connection with the
acquisition of any businesses, properties or assets of any kind, (d) obligations
of the Company (i) as lessee under leases required to be capitalized on the
balance sheet of the lessee under generally accepted accounting principles and
(ii) as lessee under other leases for facilities, capital equipment or related
assets, whether or not capitalized, entered into or leased for financing
purposes, (e) all obligations of the Company under interest rate and currency
swaps, caps, floors, collars, hedge agreements, forward contracts or similar
agreements or arrangements, (f) all obligations of the Company with respect to
letters of credit, bankers' acceptances and similar facilities (including
reimbursement obligations with respect to the foregoing), (g) all obligations of
the Company issued or assumed as the deferred purchase price of property or
services (but excluding trade accounts payable and accrued liabilities arising
in the ordinary course of business), (h) all obligations of the type referred to
in clauses (a) through (g) above of another Person and all dividends of another
Person, the payment of which, in either case, the Company has assumed or
guaranteed, or for which the Company is responsible or liable, directly or
indirectly, jointly or severally, as obligor, guarantor or otherwise, or which
is secured by a lien on the property of the Company, and (i) renewals,
extensions, modifications, replacements, restatements and refundings of, or any
indebtedness or obligation issued in exchange for, any such indebtedness or
obligation described in clauses (a) through (h) of this paragraph; provided,
however, that Senior Indebtedness shall not include the Securities or any such
indebtedness or obligation if the terms of such indebtedness or obligation (or
the terms of the instrument under which, or pursuant to which it is issued)
expressly provide that such indebtedness or obligation is not superior in right
of payment to the Securities.

No payment on account of principal of, premium, if any, or interest on
(including any Liquidated Damages (as defined)), or the redemption or repurchase
of, the Notes may be made by the Company if (i) a default in the payment of
principal, premium, if any, or interest (including a default under any
repurchase or redemption obligation) or other amounts with respect to Senior
Indebtedness occurs and is continuing beyond the applicable grace period or (ii)
any other event of default occurs and is continuing with respect to Designated
Senior Debt (as defined below) that permits the holders thereof to accelerate
the maturity thereof, and the Trustee receives a notice of such default (a
"Payment Blockage Notice") from the Company, a holder of such Designated Senior
Debt or other person permitted to give such notice under the Indenture. Payments
on the Notes may and shall be resumed (a) in the case of a payment default, upon
the date on which such default is cured or waived and (b) in the case of a
nonpayment default, the earlier of the date on which such nonpayment default is
cured or waived or 179 days after the date on which the Payment Blockage Notice
is received. No new period or payment blockage may be commenced unless and until
(i) 365 days have elapsed since the effectiveness of the immediately prior
Payment Blockage Notice and (ii) all scheduled payments of principal, premium,
if any, and interest on the Notes that have come due have been paid in full in
cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for any subsequent Payment Blockage Notice. "Designated Senior Debt" means
the Company's obligations under the Credit Facility and any particular Senior
Indebtedness in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the
Company is a party) expressly provides that such indebtedness shall be
"Designated Senior Debt" for purposes of the Indenture (provided that such
instrument, agreement or other document may place limitations and conditions on
the right of such Senior Indebtedness to exercise the rights of Designated
Senior Debt). In addition, upon any acceleration of the principal due on the
Notes as

18
<PAGE>
a result of an Event of Default or payment or distribution of assets of the
Company to creditors upon any dissolution, winding up, liquidation or
reorganization, whether voluntary or involuntary, marshaling of assets,
assignment for the benefit of credits, or in bankruptcy, insolvency,
receivership or other similar proceedings of the Company, all principal,
premium, if any, interest and other amounts due on all Senior Indebtedness must
be paid in full before the Holders of the Notes are entitled to receive any
payment. By reason of such subordination, in the event of insolvency, creditors
of the Company who are holders of Senior Indebtedness may recover more, ratably,
than the Holders of the Notes, and such subordination may result in a reduction
or elimination of payments to the Holders of the Notes.

In addition, the Notes will be structurally subordinated to all indebtedness
and other liabilities (including trade payables and lease obligations) of the
Company's subsidiaries, as any right of the Company to receive any assets of its
subsidiaries upon their liquidation or reorganization (and the consequent right
of the Holders of the Notes to participate in those assets) will be effectively
subordinated to the claims of that subsidiary's creditors (including trade
creditors), except to the extent that the Company itself is recognized as a
creditor of such subsidiary, in which case the claims of the Company would still
be subordinate to any security interest in the assets of such subsidiary and any
indebtedness of such subsidiary senior to that held by the Company.

The Indenture does not limit the Company's or its subsidiaries' ability to
incur Senior Indebtedness or any other indebtedness.

OPTIONAL REDEMPTION

The Notes may not be redeemed at the option of the Company prior to March
15, 2002. On and after March 15, 2002, the Notes may be redeemed, in whole or in
part, at the option of the Company, at the redemption prices specified below,
upon not less than 30 nor more than 60 days' prior notice as provided under "--
Notices" below.

The redemption price (expressed as a percentage of principal amount) is as
follows for the 12-month periods beginning on March 15 of the following years:

<TABLE>
<CAPTION>
REDEMPTION
YEAR PRICE
- ----------------------------------------------------------------------- ------------
<S> <C>
2002................................................................... 101.71%
2003................................................................... 101.14%
2004................................................................... 100.57%
</TABLE>

and thereafter is equal to 100% of the principal amount, in each case together
with accrued interest to the date of redemption.

No sinking fund is provided for the Notes.

PAYMENT AND CONVERSION

The principal of Notes will be payable in U.S. dollars, against surrender
thereof at the Corporate Trust Office of the Trustee in the Borough of
Manhattan, The City of New York, by dollar check drawn on, or by transfer to a
dollar account (such transfer to be made only to Holders of an aggregate
principal amount of Notes in excess of U.S.$2,000,000) maintained by the Holder
with, a bank in New York City. Payment of any installment of interest on Notes
will be made to the Person in whose name such Notes (or any predecessor Note) is
registered at the close of business on the March 1 or the September 1 (whether
or not a Business Day) immediately preceding the relevant Interest Payment Date
(a "Regular Record Date"). Payments of such interest will be made by a dollar
check drawn on a bank in New York City mailed to the Holder at such Holder's
registered address or, upon application by the Holder thereof to the Trustee not
later than the applicable Regular Record Date, by transfer to a dollar account
(such transfer to be made only to Holders of an aggregate principal amount of
Notes in excess of U.S.$2,000,000) maintained by the

19
<PAGE>
Holder with a bank in New York City. No transfer to a dollar account will be
made unless the Trustee has received written wire instructions not less than 15
days prior to the relevant payment date.

Payments in respect of the principal of (and premium, if any) and interest
on any Registered Global Note registered in the name of DTC or its nominee will
be payable by the Trustee to DTC or its nominee in its capacity as the
registered Holder under the Indenture. Under the terms of the Indenture, the
Company and the Trustee will treat the Persons in whose names the Notes,
including the Registered Global Notes, are registered as the owners thereof for
the purpose of receiving such payments and for any and all other purposes
whatsoever. Consequently, neither the Company, the Trustee nor any agent of the
Company or the Trustee has or will have any responsibility or liability for (i)
any aspect of DTC's records or any Participant's or Indirect Participant's
records relating to or payments made on account of beneficial ownership
interests in the Registered Global Notes, or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect Participant's
records relating to the beneficial ownership interests in the Registered Global
Notes, or (ii) any other matter relating to the actions and practices of DTC or
any of its Participants or Indirect Participants.

Any payment on the Notes due on any day which is not a Business Day need not
be made on such day, but may be made on the next succeeding Business Day with
the same force and effect as if made on such due date, and no interest shall
accrue on such payment for the period from and after such date. "Business Day",
when used with respect to any place of payment, place of conversion or any other
place, as the case may be, means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in such place of
payment, place of conversion or other place, as the case may be, are authorized
or obligated by law or executive order to close; provided, however, that a day
on which banking institutions in New York, New York or London, England are
authorized or obligated by law or executive order to close shall not be a
Business Day for certain purposes.

Notes may be surrendered for conversion at the Corporate Trust Office of the
Trustee in the Borough of Manhattan, The City of New York. Notes surrendered for
conversion must be accompanied by appropriate notices and any payments in
respect of interest or taxes, as applicable, as described above under "--
Conversion Rights".

The Company has initially appointed the Trustee as Paying Agent and
Conversion Agent. The Company may at any time terminate the appointment of any
Paying Agent or Conversion Agent and appoint additional or other Paying Agents
and Conversion Agents, provided that until the Notes have been delivered to the
Trustee for cancellation, or moneys sufficient to pay the principal of, premium,
if any, and interest on the Notes have been made available for payment and
either paid or returned to the Company as provided in the Indenture, it will
maintain an office or agency in the Borough of Manhattan, The City of New York
for surrender of Notes for conversion. Notice of any such termination or
appointment and of any change in the office through which any Paying Agent or
Conversion Agent will act will be given in accordance with "-- Notices" below.

All moneys deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of principal of, premium, if any, or
interest on any Notes which remain unclaimed at the end of two years after such
payment has become due and payable will be repaid to the Company, and the Holder
of such Note will thereafter look only to the Company for payment thereof.

REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL

If a Change in Control (as defined) occurs, each Holder of Notes shall have
the right, at the Holder's option, to require the Company to repurchase all of
such Holder's Notes not theretofore called for redemption, or any portion of the
principal amount thereof, that is $5,000 or an integral multiple of $1,000 in
excess thereof, on the date (the "Repurchase Date") that is 45 days after the
date of the Company Notice (as defined), at a price equal to 100% of the
principal amount of the Notes to be repurchased, together with interest accrued
to the Repurchase Date (the "Repurchase Price").

20
<PAGE>
The Company may, at its option, in lieu of paying the Repurchase Price in
cash, pay the Repurchase Price in Class A Common Stock valued at 95% of the
average of the closing sales prices of the Class A Common Stock for the five
trading days immediately preceding and including the third day prior to the
Repurchase Date; provided that payment may not be made in Class A Common Stock
unless the Company satisfies certain conditions with respect to such payment
prior to the Repurchase Date as provided in the Indenture.

Within 30 days after the occurrence of a Change in Control, the Company is
obligated to give to all Holders of the Notes notice, as provided in the
Indenture (the "Company Notice"), of the occurrence of such Change in Control
and of the repurchase right arising as a result thereof. The Company must also
deliver a copy of the Company Notice to the Trustee. To exercise the repurchase
right, a Holder of Notes must deliver on or before the 30th day after the date
of the Company Notice irrevocable written notice to the Trustee of the Holder's
exercise of such right, together with the Notes with respect to which the right
is being exercised.

A Change in Control shall be deemed to have occurred at such time after the
original issuance of the Notes as there shall occur:

(i) the acquisition by any Person (including any syndicate or group
deemed to be a "person" under Section 13(d)(3) of the Exchange Act) of
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of transactions, of shares of
capital stock of the Company entitling such Person to exercise 50% or more
of the total voting power of all shares of capital stock of the Company
entitled to vote generally in elections of directors, other (A) than any
such acquisition by the Company, any subsidiary of the Company or any
employee benefit plan of the Company or (B) any such acquisition by Mr.
Darwin Deason, the Deason International Trust or any person controlled by
Mr. Deason or the Deason International Trust, so long as any such
acquisition does not result, directly or indirectly, in a "going private
transaction" within the meaning of the Exchange Act; or

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

provided, however, that a Change in Control shall not be deemed to have occurred
if the closing sales price per share of the Class A Common Stock for any five
trading days within the period of 10 consecutive trading days ending immediately
after the later of the Change in Control or the public announcement of the
Change in Control (in the case of a Change in Control under clause (i) above) or
the period of 10 consecutive trading days ending immediately before the Change
in Control (in the case of a Change in Control under clause (ii) above) shall
equal or exceed 105% of the Conversion Price of the Notes in effect on each such
trading day. The "Conversion Price" is equal to $1,000 divided by the Conversion
Rate. "Beneficial Owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act, as in effect on the date
of execution of the Indenture. "Person" includes any syndicate or group which
would be deemed to be a "person" under Section 13(d)(3) of the Exchange Act.

Rule 13e-4 under the Exchange Act requires the dissemination of certain
information to security holders in the event of an issuer tender offer and may
apply in the event that the repurchase option

21
<PAGE>
becomes available to Holders of the Notes. The Company will comply with this
rule to the extent applicable at that time.

The Company may, to the extent permitted by applicable law, at any time
purchase Notes in the open market or by tender at any price or by private
agreement. Any Note so purchased by the Company may, to the extent permitted by
applicable law and subject to restrictions contained in the Purchase Agreement,
be re-issued or resold or may, at the Company's option, be surrendered to the
Trustee for cancellation. Any Notes surrendered as aforesaid may not be
re-issued or resold and will be canceled promptly.

The foregoing provisions would not necessarily afford Holders of the Notes
protection in the event of highly leveraged or other transactions involving the
Company that may adversely affect Holders.

The Company's ability to repurchase Notes upon the occurrence of a Change in
Control is subject to limitations. There can be no assurance that the Company
would have the financial resources, or would be able to arrange financing, to
pay the Repurchase Price for all the Notes that might be delivered by Holders of
Notes seeking to exercise the repurchase right. Moreover, although under the
Indenture the Company may elect, subject to satisfaction of certain conditions,
to pay the repurchase price for the Notes using shares of Class A Common Stock,
the terms of the Credit Facility prohibit the prepayment of any principal of, or
interest on, the Notes (except exchanges of the Notes for other notes,
conversions of the Notes into equity of the Company that is not mandatorily
redeemable and up to $3 million in cash redemptions) and the Company's ability
to repurchase Notes may be limited or prohibited by the terms of borrowing
arrangements, including Senior Indebtedness, existing at the time of a Change in
Control. The Company's ability to repurchase Notes with cash may also be limited
by the terms of its subsidiaries' borrowing arrangements due to dividend
restrictions. Any failure by the Company to repurchase the Notes when required
following a Change in Control would result in an Event of Default under the
Indenture whether or not such repurchase is permitted by the subordination
provisions of the Indenture. Any such default may, in turn, cause a default
under Senior Indebtedness of the Company. Moreover, the occurrence of a Change
in Control could result in an event of default under the Company's Credit
Facility and may cause an event of default under terms of other Senior
Indebtedness of the Company. As a result, in each case, any repurchase of the
Notes would, absent a waiver, be prohibited under the subordination provisions
of the Indenture until the Senior Indebtedness is paid in full. In addition, the
Company's repurchase of Notes as a result of the occurrence of a Change in
Control may be prohibited or limited by, or create an event of default under,
the terms of agreements related to borrowings which the Company may enter into
from time to time, including agreements relating to Senior Indebtedness. See "--
Subordination".

MERGERS AND SALES OF ASSETS BY THE COMPANY

The Company may not consolidate with or merge into any other Person or
convey, transfer, sell or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer, sell or lease
such Person's properties and assets substantially as an entirety to the Company
unless (a) the Person formed by such consolidation or into or with which the
Company is merged or the Person to which the properties and assets of the
Company are so conveyed, transferred, sold or leased shall be a corporation,
limited liability company, partnership or trust organized and existing under the
laws of the United States, any State thereof or the District of Columbia and, if
other than the Company, shall expressly assume the payment of the principal of,
premium, if any, and interest on the Notes and the performance of the other
covenants of the Company under the Indenture, and (b) immediately after giving
effect to such transaction, no Event of Default, and no event that, after notice
or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing.

22
<PAGE>
EVENTS OF DEFAULT

The following will be Events of Default under the Indenture: (a) failure to
pay principal of or premium, if any, on any Note when due, whether or not such
payment is prohibited by the subordination provisions of the Notes and the
Indenture; (b) failure to pay any interest (including any Liquidated Damages) on
any Note when due, continuing for 30 days, whether or not such payment is
prohibited by the subordination provisions of the Notes and the Indenture; (c)
failure to provide a Company Notice in the event of a Change in Control whether
or not such notice is prohibited by the subordination provisions of the Notes
and the Indenture; (d) failure to perform any other covenant of the Company in
the Indenture, continuing for 60 days (plus an additional 60 days in the case of
defaults subject to cure, provided the Company commences such cure within the
initial 60 days and is diligently pursuing such cure) after written notice as
provided in the Indenture; (e) any indebtedness under any bonds, debentures,
notes or other evidences of indebtedness for money borrowed by the Company in an
aggregate principal amount in excess of $25,000,000 is not paid at final
maturity thereof (either at its stated maturity or upon acceleration thereof),
and such indebtedness is not discharged, or such acceleration is not rescinded
or annulled, within a period of 30 days after notice as provided in the
Indenture and (f) certain events of bankruptcy, insolvency or reorganization.
Subject to the provisions of the Indenture relating to the duties of the Trustee
in case an Event of Default shall occur and be continuing, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request or direction of any of the Holders, unless such Holders shall
have offered to the Trustee reasonable indemnity. Subject to such provisions for
the indemnification of the Trustee, the Holders of a majority in aggregate
principal amount of the Outstanding Notes will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee.

If an Event of Default (other than as specified in clause (f) above) shall
occur and be continuing, either the Trustee or the Holders of at least 25% in
principal amount of the Outstanding Notes may, subject to the subordination
provisions of the Indenture, accelerate the maturity of all Notes; provided,
however, that after such acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in aggregate principal amount of
Outstanding Notes may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than the non-payment of principal
of the Notes which have become due solely by such declaration of acceleration,
have been cured or waived as provided in the Indenture. If an Event of Default
as specified in clause (f) above occurs and is continuing, then the principal
of, and accrued interest on, all the Notes shall automatically become
immediately due and payable without any declaration or other act on the part of
the Holders of the Notes or the Trustee. For information as to waiver of
defaults, see "-- Meetings, Modification and Waiver".

No Holder of any Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default and the Holders of at least 25% in aggregate principal amount of the
outstanding Notes shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such Proceeding as trustee, and the
Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the outstanding Notes a director inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted by a Holder of a
Note for the enforcement of payment of the principal of, premium, if any, or
interest (including Liquidated Damages) on such Note on or after the respective
due dates expressed in such Note or of the right to convert such Note in
accordance with the Indenture.

The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.

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<PAGE>
MEETINGS, MODIFICATION AND WAIVER

The Indenture contains provision for convening meetings of the Holders of
Notes to consider matters affecting their interests.

Certain limited modifications of the Indenture may be made without the
necessity of obtaining the consent of the Holders of the Notes. Other
modifications and amendments of the Indenture may be made, and certain past
defaults by the Company may be waived, either (i) with the written consent of
the Holders of not less than a majority in aggregate principal amount of the
Notes at the time outstanding or (ii) by the adoption of a resolution, at a
meeting of Holders of the Notes at which a quorum is present, by the Holders of
at least 66 2/3% in aggregate principal amount of the Notes represented at such
meeting. However, no such modification or amendment may, without the consent of
the Holder of each outstanding Note affected thereby (a) change the stated
maturity of the principal of, or any installment of interest on, any Note, (b)
reduce the principal amount of, or the premium, if any, or interest on, any
Note, (c) reduce the amount payable upon a redemption or mandatory repurchase,
(d) modify the provisions with respect to the repurchase right of the Holders in
a manner adverse to the Holders, (e) change the place or currency of payment of
principal of, premium, if any, or interest on, any Note (including any payment
of Liquidated Damages or of the Repurchase Price in respect of such Note), (f)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Note, (g) modify the obligation of the Company to maintain an
office or agency in New York City, (h) except as otherwise permitted or
contemplated by provisions concerning consolidation, merger, conveyance,
transfer, sale or lease of all or substantially all of the property and assets
of the Company, adversely affect the right of Holders to convert any of the
Notes or to require the Company to repurchase any Note other than as provided in
the Indenture, (i) modify the subordination provisions in a manner adverse to
the Holders of the Notes, (j) reduce the above-stated percentage of outstanding
Notes necessary to modify or amend the Indenture, (k) reduce the percentage of
aggregate principal amount of outstanding Notes necessary for waiver of
compliance with certain provisions of the Indenture or for waiver of certain
defaults, (l) reduce the percentage in aggregate principal amount of outstanding
Notes required for the adoption of a resolution or the quorum required at any
meeting of Holders of Notes at which a resolution is adopted, or (m) modify the
obligation of the Company to deliver information required under Rule 144A to
permit resales of Notes and Class A Common Stock issuable upon conversion
thereof in the event the Company ceases to be subject to certain reporting
requirements under the United States securities laws. The quorum at any meeting
called to adopt a resolution will be persons holding or representing a majority
in aggregate principal amount of the Notes at the time outstanding and, at any
reconvened meeting adjourned for lack of a quorum, 25% of such aggregate
principal amount.

The Holders of a majority in aggregate principal amount of the outstanding
Notes may waive compliance by the Company with certain restrictive provisions of
the Indenture by written consent or by the adoption of a resolution at a
meeting. The Holders of a majority in aggregate principal amount of the
outstanding Notes also may waive any past default under the Indenture, except a
default in the payment of principal, premium, if any, or interest, by written
consent.

REGISTRATION RIGHTS

The Company entered into a registration rights agreement with the initial
purchasers of the Notes (the "Registration Rights Agreement") pursuant to which
the Company, at the Company's expense and for the benefit of the holders of the
Registered Notes and the shares of Common Stock issuable upon conversion thereof
(together, the "Registrable Securities"), (i) filed with the Commission, within
90 days after the date of last original issuance of the Notes, a registration
statement to which this Prospectus relates (the "Shelf Registration Statement")
covering resales of the Registrable Securities, (ii) has used reasonable efforts
to cause the Shelf Registration Statement to be declared effective under the
Securities Act within 180 days after the date of last original issuance of the
Notes and (iii) will use reasonable efforts to keep effective the Shelf
Registration Statement until two years after the date it is declared effective
or, if

24
<PAGE>
earlier, until there are no outstanding Registerable Securities (the
"Effectiveness Period"). The Company will be permitted to suspend the use of the
prospectus which is part of the Shelf Registration Statement in connection with
sales of Registrable Securities during certain periods of time under certain
circumstances relating to pending corporate developments, public filing with the
Commission and other events. The Company will provide to each holder of
Registrable Securities copies of the prospectus that is a part of the Shelf
Registration Statement, notify each holder when the Shelf Registration Statement
has become effective and take certain other actions as are required to permit
public resales of the Registrable Securities.

In the event that the Shelf Registration Statement ceases to be effective
(or the holders of Registrable Securities are otherwise prevented or restricted
by the Company from effecting sales pursuant thereto) (an "Effective Failure")
during the Effectiveness Period for more than 60 days, whether or not
consecutive, during any 12-month period then the interest rate borne by
Registered Notes will increase by an additional one-half of one percent (.5%)
per annum from the 61st day of the applicable 12-month period until such time as
the Effective Failure is cured.

Prior to the filing of the Shelf Registration Statement, the Company gave
notice of its intention to make such filing to each of the holders of the
Registrable Securities in the same manner as the Company would give notice to
holders of Securities under the Indenture. Such notice sought, among other
things, a determination from each of such holders as to whether such holder
elects to sell Registrable Securities pursuant to the Registration Statement.

A holder who so elected to sell any Registrable Securities pursuant to the
Shelf Registration Statement is required to be named as a selling security
holder in the related Prospectus, may be required to deliver a prospectus to
purchasers, may be subject to certain civil liability provisions under the
Securities Act in connection with such sales and will be bound by the provisions
of the Registration Rights Agreement which are applicable to a holder making
such election (including certain indemnification provisions).

Any holder of any Registrable Securities wishing to include such holder's
Registrable Securities in the Shelf Registration Statement must deliver a
Selling Securityholder's Questionnaire substantially in the form attached as
Annex A to this Offering Circular to the Company within 30 days after notice
from the Company of its intention to file the Shelf Registration Statement (the
"Questionnaire Deadline") (each such holder, an "Electing Holder"). The Company
will include in the Shelf Registration Statement the Registrable Securities of
Electing Holders. If the Shelf Registration Statement shall have been filed
prior to the Questionnaire Deadline, the Company will file, as promptly as
reasonably practicable and in any event no later than 10 days after the
Questionnaire Deadline, a supplement (if the Shelf Registration Statement shall
then be effective) or an amendment (if the Shelf Registration Statement shall
not then be effective) with respect to the Registrable Securities of Electing
Holders (or shall otherwise ensure that such Registrable Securities are included
in the Shelf Registration Statement). A holder of Registrable Securities who
fails to deliver a properly completed and signed Selling Securityholder's
Questionnaire to the Company prior to the Questionnaire Deadline will not be
entitled to include its Registrable Securities in the Shelf Registration
Statement (or supplement or amendment thereto) first filed thereafter. After the
Questionnaire Deadline (or, if later, the date that the Shelf Registration
Statement becomes effective), the Company shall upon the request of any holder
of Registrable Securities that is not then an Electing Holder, as promptly as
reasonably practicable, send a Selling Securityholder's Questionnaire to such
holder. Following its receipt of a completed and signed questionnaire in return,
the Company will reasonably promptly include the Registrable Securities covered
thereby in the Shelf Registration Statement.

The Company agreed in the Registration Rights Agreement to use its
reasonable efforts to cause such shares of Class A Common Stock issuable upon
conversion of the Notes to be listed on the New York Stock Exchange, or, if the
Class A Common Stock is not then listed on the New York Stock Exchange, to

25
<PAGE>
be listed on such exchange as the Class A Common Stock is then listed, upon
effectiveness of the Shelf Registration Statement.

This summary of certain provisions of the Registration Rights Agreement does
not purpose to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Registration Rights Agreement, a copy of
which will be made available to beneficial owners of the Notes upon request to
the Company.

TITLE

The Company, the Trustee, any Paying Agent and any Conversion Agent may
treat the registered owner (as reflected in the security register) of any Note
as the absolute owner thereof (whether or not such Note shall be overdue) for
the purpose of making payment and for all other purposes.

NOTICES

Notice to Holders of the Notes will be given by mail to the addresses of
such Holders as they appear in the Security Register. Such notices will be
deemed to have been given on the date of such mailing.

Notice of a redemption of Notes will be given at least once not less than 30
nor more than 60 days prior to the redemption date (which notice shall be
irrevocable) and will specify the Redemption Date.

REPLACEMENT OF NOTES

Notes that become mutilated, destroyed, stolen or lost will be replaced by
the Company at the expense of the Holder upon delivery to the Trustee of the
mutilated Notes or evidence of the loss, theft or destruction thereof
satisfactory to the Company and the Trustee. In the case of a lost, stolen or
destroyed Note, indemnity satisfactory to the Trustee and the Company may be
required at the expense of the Holder of such Note before a replacement Note
will be issued.

PAYMENT OF STAMP AND OTHER TAXES

The Company will pay all stamp and other duties, if any, which may be
imposed by the United States or the United Kingdom or any political subdivision
thereof or taxing authority thereof or therein with respect to the issuance of
the Notes. The Company will not be required to make any payment with respect to
any other tax, assessment or governmental charge imposed by any government or
any political subdivision thereof or taxing authority thereof or therein.

GOVERNING LAW

The Indenture and the Notes will be governed by and construed in accordance
with the laws of the State of New York, United States of America.

THE TRUSTEE

In case an Event of Default shall occur (and shall not be cured), the
Trustee will be required to use the degree of care of a prudent person in the
conduct of his own affairs in the exercise of its powers. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the Holders of
Notes, unless they shall have offered to the Trustee reasonable security or
indemnity.

26
<PAGE>
PLAN OF DISTRIBUTION

The Notes were issued to the Selling Securityholders in connection with an
underwritten private placement. The Notes and Class A Common Stock issuable upon
the conversion thereof may be sold from time to time directly by the undersigned
Selling Securityholder or, alternatively, through underwriters, broker-dealers
or agents. Such Notes and Class A Common Stock may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale, or at negotiated prices. Such
sales may be effected in transactions (which may involve crosses or block
transactions) (i) on any national securities exchanges or U.S. inter-dealer
quotation system of a registered national securities association on which the
Notes or Class A Common Stock may be listed or quoted at the time of sale, (ii)
in the over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through the
writing of options. In connection with sales of the Notes or Class A Common
Stock or otherwise, the Selling Securityholder may enter into hedging
transactions with broker-dealers, which may in turn engage in short sales of the
Notes or Class A Common Stock in the course of hedging the positions they
assume. The Selling Securityholder may also sell Notes or Class A Common Stock
short and deliver Registrable Securities to close out such short positions, or
loan or pledge Notes or Class A Common Stock to broker-dealers that in turn may
sell such securities.

Pursuant to the provisions of the Registration Rights Agreement entered into
by and between the Company and Goldman, Sachs & Co., the Company will pay the
costs and expenses incident to its registration and qualification of the Notes
offered hereby, including registration and filing fees. In addition, the Company
has agreed to indemnify the Selling Securityholders against certain liabilities,
including liabilities arising under the Securities Act.

The Selling Securityholders and any broker-dealer participating in the
distributing of the Notes may be deemed to be "underwriters" within the meaning
of the Securities Act, and any profit and any commissions paid or any discounts
or concessions allowed to any such broker-dealer may be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Securityholders may indemnify any broker-dealer that participates in
transactions involving the sale of Notes against certain liabilities, including
liabilities under the Securities Act.

There can be no assurances that the Selling Securityholders will sell any or
all of the Notes offered by them hereunder.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon by Hughes
& Luce, L.L.P., Dallas, Texas.

EXPERTS

The consolidated financial statements of the Company as of June 30, 1996 and
1997 and for each of the fiscal years in the three-year period ended June 30,
1997 as included in the Company's Current Report on Form 8-K dated February 19,
1998, which is incorporated by reference herein, except as they relate to CDSI,
have been audited by Price Waterhouse LLP, independent accountants, and, insofar
as they relate to CDSI, by Ernst & Young LLP, independent accountants, as set
forth in their reports which appear in such Current Report on Form 8-K. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given on the authority of said firms as experts in
accounting and auditing.

27
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SECURITYHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE NOTES AND CLASS A
COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION WHERE, OR TO
ANY PERSON TO WHOM, IT WOULD BE UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN A CHANGE IN THE
INFORMATION SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.

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

TABLE OF CONTENTS

Available Information..................................................... 2

Incorporation of Certain Documents by Reference........................... 2

Risk Factors.............................................................. 3

Selling Securityholders................................................... 11

Ratio of Earnings to Fixed Charges........................................ 12

Description of Notes...................................................... 13

Plan of Distribution...................................................... 27

Legal Matters............................................................. 27

Experts................................................................... 27

</TABLE>

$230,000,000

AFFILIATED COMPUTER
SERVICES, INC.

4% CONVERTIBLE SUBORDINATED
NOTES DUE MARCH 15, 2005

PROSPECTUS
---------------------

[LOGO]

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

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses of the issuance and distribution of
the securities being registered that are payable by the Company.

<TABLE>
<S> <C>
SEC filing fee............................................................. $ 75,900
NYSE filing fee............................................................ *
Blue Sky fees and expenses................................................. *
Nasdaq fee................................................................. *
Printing and engraving expenses............................................ *
Legal fees and expenses.................................................... *
Accounting fees and expenses............................................... *
Miscellaneous.............................................................. *
Total.................................................................... $ *
*Estimate
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Certificate of Incorporation provides that the personal liability of
directors of the Company to the Company or its stockholders is eliminated to the
maximum extent permitted by Delaware law for or with respect to any acts of
omissions in the performance of his or her duties as a director of the Company.
Section 102 of the DGCL permits directors to be relieved of monetary liability
for breach of their fiduciary duty of care, except under certain circumstances,
including breach of the director's duty of loyalty, acts or omissions not in
good faith or involving intentional misconduct or a knowing violation of the
law, any transaction from which the director derived improper personal benefit,
or certain unlawful dividend payments, stock redemptions or repurchases.

The Certificate of Incorporation provides, among other things, that each
person who is or was a director or officer of the Company (or serving at the
request of the Company as a director, officer, employee or agent of another
entity), will be indemnified by the Company to the full extent permitted by
Delaware law. Under Section 145 of the DGCL, directors, officers, employees and
other individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
specified actions, suits, or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation--a "derivative action") if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of the derivative action, except that
indemnification only extends to expenses (including attorney's fees) incurred in
connection with defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

As authorized by the Certificate of Incorporation, the Company entered into
indemnification agreements, with each of its directors and officers. These
indemnification agreements provide for, among other things, certain protections
against the possibility of uninsured liability in addition to the protections
provided by the Certificate of Incorporation.

II-1
<PAGE>
ITEM 16. EXHIBITS

<TABLE>
<C> <S>
3.1 Charter of the Registrant, filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-40351) (the "Form S-4") and
incorporated herein by reference.

3.2 Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's Form
S-4 and incorporated herein by reference.

4.1 See Exhibits 3.1 and 3.2.

*4.2 Indenture, dated as of March 20, 1998 between Registrant and the Trustee.

*4.3 Registration Rights Agreement, dated March 17, 1998 among Registrant and those
certain initial purchasers of the securities.

*5.1 Opinion of Hughes & Luce, L.L.P., as to the validity of the securities.

10.1 Amended 1988 Stock Option Plan of Registrant, filed as Exhibit 10.1 to the
Registrant's Form S-4 and incorporated herein by reference.

10.2 1997 Stock Incentive Plan of the Registrant, filed as Exhibit 10.2 to the
Registrant's Form S-4 and incorporated herein by reference.

*12 Statement regarding computation of earnings to fixed charges.

21.1 Subsidiaries of the Company, filed as Exhibit 21.1 to the Registrant's Form S-4 and
incorporated herein by reference.

*23.1 Consent of Price Waterhouse, LLP.

*23.2 Consent of Ernst & Young LLP.

*23.3 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1).

*24 Power of Attorney (included on signature page of this Registration Statement).

*25.1 Form T-1 (including the consent).
</TABLE>

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

* Filed herewith.

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

(i) To include any prospectus required in Section 10(a)(3) of the 1933, as
amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of the securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;

II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1) (i) and (1) (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas, on April 2, 1998.

<TABLE>
<S> <C> <C>
AFFILIATED COMPUTER SERVICES, INC.

By: /s/ MARK A. KING
-----------------------------------------
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
</TABLE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Darwin Deason, Mark A. King and David W.
Black, and each or any of them, his true and lawful attorneys-in-fact and
agents, (with full power to each of them to act alone), with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in (with full power to each of them to act alone), as fully
and to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or either of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 2, 1998.

SIGNATURE TITLE
- ------------------------------ ----------------------------------------------
/s/ DARWIN DEASON
- ------------------------------ Chairman of the Board, Chief Executive Officer
Darwin Deason and Director (principal executive officer)

/s/ JEFFREY A. RICH
- ------------------------------ President, Chief Operating Officer and
Jeffrey A. Rich Director

/s/ MARK A. KING Executive Vice President, Chief Financial
- ------------------------------ Officer and Director (principal financial
Mark A. King and accounting officer)

/s/ HENRY G. HORTENSTINE
- ------------------------------ Executive Vice President and Director
Henry G. Hortenstine

/s/ DAVID W. BLACK
- ------------------------------ Executive Vice President, Secretary, General
David W. Black Counsel and Director

/s/ PETER A. BRACKEN
- ------------------------------ Director
Peter A. Bracken

II-4
<PAGE>

SIGNATURE TITLE
- ------------------------------ ----------------------------------------------
/s/ CLIFFORD M. KENDALL
- ------------------------------ Director
Clifford M. Kendall

/s/ JOSEPH P. O'NEILL
- ------------------------------ Director
Joseph P. O'Neill

/s/ FRANK A. ROSSI
- ------------------------------ Director
Frank A. Rossi

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ----------- ---------------------------------------------------------------------------------------- -------------------
<C> <S> <C>
3.1 Charter of the Registrant, filed as Exhibit 3.1 to the Company's Registration Statement
on Form S-4 (Registration No. 333-40351) (the "Form S-4") and incorporated herein by
reference.

3.2 Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrant's Form S-4 and
incorporated herein by reference.

4.1 See Exhibits 3.1 and 3.2.

*4.2 Indenture, dated as of March 20, 1998 between Registrant and the Trustee.

*4.3 Registration Rights Agreement, dated March 17, 1998 among Registrant and those certain
initial purchasers of the securities.

*5.1 Opinion of Hughes & Luce, L.L.P., as to the validity of the securities.

10.1 Amended 1988 Stock Option Plan of Registrant, filed as Exhibit 10.1 to the Registrant's
Form S-4 and incorporated herein by reference.

10.2 1997 Stock Incentive Plan of the Registrant, filed as Exhibit 10.2 to the Registrant's
Form S-4 and incorporated herein by reference.

*12 Statement regarding computation of earnings to fixed charges.

21.1 Subsidiaries of the Company.

*23.1 Consent of Price Waterhouse, LLP.

*23.2 Consent of Ernst & Young LLP.

*23.3 Consent of Hughes & Luce, L.L.P. (included in Exhibit 5.1).

*24 Power of Attorney (included on signature page of this Registration Statement).

*25.1 Form T-1 (including the consent).
</TABLE>

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

* Filed herewith.

<PAGE>

____________________________________

AFFILIATED COMPUTER SERVICES, INC.

ISSUER

U.S. TRUST COMPANY OF TEXAS, N.A.

TRUSTEE

__________________

INDENTURE

Dated as of March 20, 1998

___________________

4% CONVERTIBLE SUBORDINATED NOTES
DUE MARCH 15, 2005

_______________________________________

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.

Reconciliation and Tie between Trust Indenture Act of 1939 and
Indenture, dated as of March 20, 1998

<TABLE>
Trust Indenture
Act Section Indenture Section
- --------------- -----------------
<S> <C>
Section 310(a)(1) 6.8
(a)(2) 6.8
(a)(3) Not Applicable
(a)(4) Not Applicable
(a)(5) 6.13
(b) 6.9
6.13
Section 311(a) 6.14
(b) 6.14
(b)(2) 15.4
Section 312(a) 15.1
15.2
(b) 15.2
(c) 15.2
Section 313(a) 15.4
(b) 15.4
(c) 15.4
(d) 15.4
Section 314(a) 15.5
(b) Not Applicable
(c)(1) 1.02
(c)(2) 1.02
(c)(3) Not Applicable
(d) Not Applicable
(e) 1.02
Section 315(a) 6.1
(b) 6.2
(c) 6.1
(d) 6.1
(d)(1) 6.1
(d)(2) 6.1
(d)(3) 6.1
(e) 5.14
Section 316(a) 1.4
(a)(1)(A) 5.2
5.12
(a)(1)(B) 5.13
(a)(2) Not Applicable
(b) 5.8
Section 317(a)(1) 5.3
(a)(2) 5.4
(b) 4.2
Section 318(a) 1.13
</TABLE>

- ----------
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION. . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. COMPLIANCE CERTIFICATES AND OPINIONS. . . . . . . . . . .11
SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE. . . . . . . .12
SECTION 1.4. ACTS OF HOLDERS OF SECURITIES.. . . . . . . . . . . . . .12
SECTION 1.5. NOTICES, ETC. TO TRUSTEE AND COMPANY. . . . . . . . . . .14
SECTION 1.6. NOTICE TO HOLDERS OF SECURITIES; WAIVER . . . . . . . . .15
SECTION 1.7. EFFECT OF HEADINGS AND TABLE OF CONTENTS. . . . . . . . .15
SECTION 1.8. SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . .15
SECTION 1.9. SEPARABILITY CLAUSE.. . . . . . . . . . . . . . . . . . .15
SECTION 1.10. BENEFITS OF INDENTURE.. . . . . . . . . . . . . . . . . .15
SECTION 1.11. GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . . .16
SECTION 1.12. LEGAL HOLIDAYS. . . . . . . . . . . . . . . . . . . . . .16
SECTION 1.13. CONFLICT WITH TRUST INDENTURE ACT.. . . . . . . . . . . .16

ARTICLE II

SECURITY FORMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
SECTION 2.1. FORM GENERALLY. . . . . . . . . . . . . . . . . . . . . .17
SECTION 2.2. FORM OF SECURITY. . . . . . . . . . . . . . . . . . . . .18
SECTION 2.3. FORM OF CERTIFICATE OF AUTHENTICATION.. . . . . . . . . .31
SECTION 2.4. FORM OF CONVERSION NOTICE.. . . . . . . . . . . . . . . .32
SECTION 2.5. FORM OF ASSIGNMENT. . . . . . . . . . . . . . . . . . . .34

ARTICLE III

THE SECURITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
SECTION 3.1. TITLE AND TERMS . . . . . . . . . . . . . . . . . . . . .35
SECTION 3.2. DENOMINATIONS . . . . . . . . . . . . . . . . . . . . . .36

<PAGE>

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. . . . . .36
SECTION 3.4. GLOBAL SECURITIES; NON-GLOBAL SECURITIES; BOOK-ENTRY
PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . .36
SECTION 3.5. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE;
RESTRICTIONS ON TRANSFER. . . . . . . . . . . . . . . . .38
SECTION 3.6. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES . . . . .42
SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. . . . . .42
SECTION 3.8. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . .44
SECTION 3.9. CANCELLATION. . . . . . . . . . . . . . . . . . . . . . .44
SECTION 3.10. COMPUTATION OF INTEREST.. . . . . . . . . . . . . . . . .44
SECTION 3.11. CUSIP NUMBERS . . . . . . . . . . . . . . . . . . . . . .44

ARTICLE IV

SATISFACTION AND DISCHARGE. . . . . . . . . . . . . . . . . . . . . . .45
SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE . . . . . . . . .45
SECTION 4.2. APPLICATION OF TRUST MONEY. . . . . . . . . . . . . . . .46

ARTICLE V

REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
SECTION 5.1. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . .46
SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. . . .48
SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . .49
SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM. . . . . . . . . . . . .50
SECTION 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 5.6. APPLICATION OF MONEY COLLECTED. . . . . . . . . . . . . .51
SECTION 5.7. LIMITATION ON SUITS . . . . . . . . . . . . . . . . . . .52
SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST AND TO CONVERT . . . . . . . . . . .52
SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES. . . . . . . . . . . .53
SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. . . . . . . . . . . . . .53
SECTION 5.11. DELAY OR OMISSION NOT WAIVER. . . . . . . . . . . . . . .53
SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES. . . . . . . . . . . . .53
SECTION 5.13. WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . .54
SECTION 5.14. UNDERTAKING FOR COSTS . . . . . . . . . . . . . . . . . .54
SECTION 5.15. WAIVER OF STAY, USURY OR EXTENSION LAWS . . . . . . . . .54

<PAGE>

ARTICLE VI

THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .55
SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES . . . . . . . . . . .55
SECTION 6.2. NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . .56
SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE . . . . . . . . . . . . . . . .56
SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.. . . . . . . . . . . . . . . . . . .57
SECTION 6.5. MAY HOLD SECURITIES, ACT AS TRUSTEE UNDER
OTHER INDENTURES. . . . . . . . . . . . . . . . . . . .57
SECTION 6.6. MONEY HELD IN TRUST . . . . . . . . . . . . . . . . . .58
SECTION 6.7. COMPENSATION AND REIMBURSEMENT. . . . . . . . . . . . .58
SECTION 6.8. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY . . . . . . . .59
SECTION 6.9. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR . . . . . . . . . . . . . . . . . . . . . . .59
SECTION 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. . . . . . . . .60
SECTION 6.11. MERGER, CONVERSION, CONSOLIDATION OR
SUCCESSION TO BUSINESS. . . . . . . . . . . . . . . . .61
SECTION 6.12. AUTHENTICATING AGENTS . . . . . . . . . . . . . . . . .61
SECTION 6.13. DISQUALIFICATION; CONFLICTING INTERESTS . . . . . . . .62
SECTION 6.14. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
COMPANY . . . . . . . . . . . . . . . . . . . . . . . .62
ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE. . . . . . . . . .63
SECTION 7.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON
CERTAIN TERMS . . . . . . . . . . . . . . . . . . . . .63
SECTION 7.2. SUCCESSOR SUBSTITUTED . . . . . . . . . . . . . . . . .63
ARTICLE VIII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .64

SUPPLEMENTAL INDENTURES . . . . . . . . . . . . . . . . . . . . . . . .64
SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . .64
SECTION 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF
HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . .65
SECTION 8.3. EXECUTION OF SUPPLEMENTAL INDENTURES. . . . . . . . . .66
SECTION 8.4. EFFECT OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .66
SECTION 8.5. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES. . . . . . . . . . . . . . . . . . . . . . .66
SECTION 8.6. NOTICE OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .66

ARTICLE IX

MEETINGS OF HOLDERS OF SECURITIES . . . . . . . . . . . . . . . . . . .67
SECTION 9.1. PURPOSES FOR WHICH MEETINGS MAY BE CALLED . . . . . . .67
SECTION 9.2. CALL, NOTICE AND PLACE OF MEETINGS. . . . . . . . . . .67

iii

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SECTION 9.3. PERSONS ENTITLED TO VOTE AT MEETINGS.. . . . . .67
SECTION 9.4. QUORUM; ACTION . . . . . . . . . . . . . . . . .68
SECTION 9.5. DETERMINATION OF VOTING RIGHTS; CONDUCT AND
ADJOURNMENT OF MEETINGS. . . . . . . . . . . . .68
SECTION 9.6. COUNTING VOTES AND RECORDING ACTION OF
MEETINGS.. . . . . . . . . . . . . . . . . . . .69

ARTICLE X

COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .70
SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.. . .70
SECTION 10.2. MAINTENANCE OF OFFICES OR AGENCIES.. . . . . . .70
SECTION 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN
TRUST. . . . . . . . . . . . . . . . . . . . . .71
SECTION 10.4. EXISTENCE. . . . . . . . . . . . . . . . . . . .72
SECTION 10.5. MAINTENANCE OF PROPERTIES. . . . . . . . . . . .72
SECTION 10.6. PAYMENT OF TAXES AND OTHER CLAIMS. . . . . . . .72
SECTION 10.7. REGISTRATION AND LISTING.. . . . . . . . . . . .73
SECTION 10.8. STATEMENT BY OFFICERS AS TO DEFAULT. . . . . . .73
SECTION 10.9. DELIVERY OF CERTAIN INFORMATION. . . . . . . . .73
SECTION 10.10. RESALE OF CERTAIN SECURITIES.. . . . . . . . . .74
SECTION 10.11. REGISTRATION RIGHTS. . . . . . . . . . . . . . .74
SECTION 10.12. WAIVER OF CERTAIN COVENANTS. . . . . . . . . . .76
ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .76

REDEMPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . .76
SECTION 11.1. RIGHT OF REDEMPTION. . . . . . . . . . . . . . .76
SECTION 11.2. APPLICABILITY OF ARTICLE.. . . . . . . . . . . .76
SECTION 11.3. ELECTION TO REDEEM; NOTICE TO TRUSTEE. . . . . .76
SECTION 11.4. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED.. . . . . . . . . . . . . . . . . . . .76
SECTION 11.5. NOTICE OF REDEMPTION.. . . . . . . . . . . . . .77
SECTION 11.6. DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . .78
SECTION 11.7. SECURITIES PAYABLE ON REDEMPTION DATE. . . . . .78
SECTION 11.8. CONVERSION ARRANGEMENT ON CALL FOR
REDEMPTION.. . . . . . . . . . . . . . . . . . .79
ARTICLE XII. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .80

CONVERSION OF SECURITIES . . . . . . . . . . . . . . . . . . . .80
SECTION 12.1. CONVERSION PRIVILEGE AND CONVERSION RATE.. . . .80
SECTION 12.2. EXERCISE OF CONVERSION PRIVILEGE.. . . . . . . .80
SECTION 12.3. FRACTIONS OF SHARES. . . . . . . . . . . . . . .82
SECTION 12.4. ADJUSTMENT OF CONVERSION RATE. . . . . . . . . .83
SECTION 12.5. NOTICE OF ADJUSTMENTS OF CONVERSION RATE.. . . .87
SECTION 12.6. NOTICE OF CERTAIN CORPORATE ACTION.. . . . . . .88
SECTION 12.7. COMPANY TO RESERVE COMMON STOCK. . . . . . . . .89

<PAGE>

SECTION 12.8. TAXES ON CONVERSIONS.. . . . . . . . . . . . . .89
SECTION 12.9. COVENANT AS TO COMMON STOCK. . . . . . . . . . .89
SECTION 12.10. CANCELLATION OF CONVERTED SECURITIES.. . . . . .89
SECTION 12.11. PROVISION IN CASE OF CONSOLIDATION, MERGER OR
SALE OF ASSETS.. . . . . . . . . . . . . . . . .89
SECTION 12.13. RESPONSIBILITY OF TRUSTEE FOR CONVERSION
PROVISIONS.. . . . . . . . . . . . . . . . . . .91
ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .92

SUBORDINATION OF SECURITIES. . . . . . . . . . . . . . . . . . .92
SECTION 13.1. SECURITIES SUBORDINATE TO SENIOR
INDEBTEDNESS . . . . . . . . . . . . . . . . . .92
SECTION 13.2. NO PAYMENT IN CERTAIN CIRCUMSTANCES, PAYMENT
OVER OF PROCEEDS UPON DISSOLUTION, ETC . . . . .92
SECTION 13.3. PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON
ACCELERATION OF SECURITIES.. . . . . . . . . . .94
SECTION 13.4. PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . .95
SECTION 13.5. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR
INDEBTEDNESS.. . . . . . . . . . . . . . . . . .95
SECTION 13.6. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . .95
SECTION 13.7. TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . .96
SECTION 13.8. NO WAIVER OF SUBORDINATION PROVISIONS. . . . . .96
SECTION 13.9. NOTICE TO TRUSTEE. . . . . . . . . . . . . . . .96
SECTION 13.10. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
LIQUIDATING AGENT. . . . . . . . . . . . . . . .97
SECTION 13.11. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR
INDEBTEDNESS.. . . . . . . . . . . . . . . . . .98
SECTION 13.12. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON
SUBORDINATION PROVISIONS.. . . . . . . . . . . .98
SECTION 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR
INDEBTEDNESS; PRESERVATION OF TRUSTEE'S
RIGHTS.. . . . . . . . . . . . . . . . . . . . .98
SECTION 13.14. ARTICLE APPLICABLE TO PAYING AGENTS. . . . . . .98
SECTION 13.15. CERTAIN CONVERSIONS AND REPURCHASES DEEMED
PAYMENT. . . . . . . . . . . . . . . . . . . . .99
ARTICLE XIV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .99

REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER
UPON A CHANGE IN CONTROL . . . . . . . . . . . . . . . . . . . .99
SECTION 14.1. RIGHT TO REQUIRE REPURCHASE. . . . . . . . . . .99
SECTION 14.2. CONDITIONS TO THE COMPANY'S ELECTION TO PAY
THE REPURCHASE PRICE IN COMMON STOCK.. . . . . 100
SECTION 14.3. NOTICES; METHOD OF EXERCISING REPURCHASE
RIGHT, ETC . . . . . . . . . . . . . . . . . . 101
SECTION 14.4. CERTAIN DEFINITIONS. . . . . . . . . . . . . . 104
SECTION 14.5. CONSOLIDATION, MERGER, ETC. . . . . . . . . . 105

<PAGE>

ARTICLE XV

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY;
NON-RECOURSE . . . . . . . . . . . . . . . . . . . . . . . . . 106
SECTION 15.1. COMPANY TO FURNISH TRUSTEE NAMES AND
ADDRESSES OF HOLDERS.. . . . . . . . . . . . . 106
SECTION 15.2. PRESERVATION OF INFORMATION. . . . . . . . . . 106
SECTION 15.3. NO RECOURSE AGAINST OTHERS.. . . . . . . . . . 106
SECTION 15.4. REPORTS BY TRUSTEE.. . . . . . . . . . . . . . 107
SECTION 15.5. REPORTS BY COMPANY.. . . . . . . . . . . . . . 107
ARTICLE XVI. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SECTION 16.1. INDENTURE AND SECURITIES SOLELY CORPORATE
OBLIGATIONS. . . . . . . . . . . . . . . . . . 107
ANNEX A -- Form of Restricted Securities Certificate . . . . . 109
ANNEX B -- Form of Unrestricted Securities Certificate . . . . 111
ANNEX C -- Form of Surrender Certificate . . . . . . . . . . . 113

<PAGE>

INDENTURE, dated as of March 20, 1998, between AFFILIATED COMPUTER
SERVICES, INC., a corporation duly organized and existing under the laws of the
State of Delaware, having its principal office at 2828 North Haskell, Dallas,
Texas 75204 (herein called the "Company"), and U.S. TRUST COMPANY OF TEXAS,
N.A., a national banking association, as Trustee hereunder (herein called the
"Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 4%
Convertible Subordinated Notes due March 15, 2005 (herein called the
"Securities") of substantially the tenor and amount hereinafter set forth, and
to provide therefor the Company has duly authorized the execution and delivery
of this Indenture.

All things necessary to make the Securities, when the Securities are
executed by the Company and authenticated and delivered hereunder, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done. Further, all
things necessary to duly authorize the issuance of the Class A Common Stock of
the Company issuable upon the conversion of the Securities, and to duly reserve
for issuance the number of shares of Class A Common Stock issuable upon such
conversion, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1. DEFINITIONS.

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

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

(2) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and,

<PAGE>

except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation; and

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

"Act", when used with respect to any Holder of a Security, has the
meaning specified in Section 1.4.

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

"Agent Member" means any member of, or participant in, the Depositary.

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

"Authenticating Agent" means any Person authorized pursuant to Section
6.12 to act on behalf of the Trustee to authenticate Securities.

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

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

"Business Day", when used with respect to any Place of Payment, Place of
Conversion or any other place, as the case may be, means each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in such Place of Payment, Place of Conversion or other place, as the case may
be, are authorized or obligated by law or executive order to close; PROVIDED,
HOWEVER, that a day on which banking institutions in New York, New York or
London, England are authorized or obligated by law or executive order to close
shall not be a Business Day for purposes of Section 13.9.

"Change in Control" has the meaning specified in Section 14.4(2).

<PAGE>

"Closing Price Per Share" means, with respect to the Common Stock, for
any day, (i) the last reported sale price regular way on the New York Stock
Exchange or, (ii) if the Common Stock is not listed on the New York Stock
Exchange, the last reported sale price regular way per share or, in case no such
reported sale takes place on such day, the average of the reported closing bid
and asked prices regular way, in either case, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or (iii) if the Common Stock is not quoted on the New York Stock Exchange or
listed or admitted to trading on any national securities exchange, the average
of the closing bid prices in the over-the-counter market as furnished by any New
York Stock Exchange member firm selected from time to time by the Company for
that purpose.

"Code" has the meaning specified in Section 2.l.

"Commission" means the United States Securities and Exchange Commission,
as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

"Common Stock" means the Class A Common Stock, par value $0.01 per share,
of the Company authorized at the date of this instrument as originally executed.
Subject to the provisions of Section 12.11, shares issuable on conversion or
repurchase of Securities shall include only shares of Common Stock or shares of
any class or classes of common stock resulting from any reclassification or
reclassifications thereof; provided, however, that if at any time there shall be
more than one such resulting class, the shares so issuable on conversion of
Securities shall include shares of all such classes, and the shares of each such
class then so issuable shall be substantially in the proportion which the total
number of shares of such class resulting from all such reclassifications bears
to the total number of shares of all such classes resulting from all such
reclassifications.

"common stock" includes any stock of any class of capital stock which has
no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the issuer
thereof and which is not subject to redemption by the issuer thereof.

"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 this Indenture, and thereafter "Company" shall mean
such successor Person.

"Company Notice" has the meaning specified in Section 14.3.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its Chief Executive Officer, its President, an Executive
Vice President or a Vice President, and by its

<PAGE>

principal financial officer, Treasurer, an Assistant Treasurer, its Secretary
or an Assistant Secretary, and delivered to the Trustee.

"Constituent Person" has the meaning specified in Section 12.11.

"Conversion Agent" means any Person authorized by the Company to convert
Securities in accordance with Article XII. The Company has initially appointed
the Trustee as its Conversion Agent pursuant to Section 10.2 hereof.

"Conversion Price" has the meaning specified in Section 14.4(3).

"Conversion Rate" has the meaning specified in Section 12.1.

"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
(which at the date of this Indenture is located at 2001 Ross Avenue, Suite 2700,
Dallas, Texas 75201, Attention: Corporate Trust Division).

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

"Credit Agreement" means that certain Restated Credit Agreement, dated as
of June 20, 1996, between the Company and Wells Fargo Bank (Texas), National
Association, as Agent for the lenders thereunder, and Bank One, Texas, N.A., as
Co-Agent for the lenders thereunder, as amended, amended and restated,
supplemented or otherwise modified from time to time.

"Defaulted Interest" has the meaning specified in Section 3.7.

"Depositary" means, with respect to any Securities (including any Global
Securities), a clearing agency that is registered as such under the Exchange Act
and is designated by the Company to act as Depositary for such Securities (or
any successor securities clearing agency so registered).

"Designated Senior Indebtedness" means the Company's obligations under
the Credit Agreement and any particular Senior Indebtedness in which the
instrument creating or evidencing the same or the assumption or guarantee
thereof (or related agreements or documents to which the Company is a party)
expressly provides that such Senior Indebtedness shall be "Designated Senior
Indebtedness" for purposes of this Indenture (provided that such instrument,
agreement or other document may place limitations and conditions on the right of
such Senior Indebtedness to exercise the rights of Designated Senior
Indebtedness).

"Distribution Date" shall mean the "Distribution Date" as such term is
defined in the Rights Agreement.

<PAGE>

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

"DTC" means The Depository Trust Company, a New York corporation.

"Effective Failure" has the meaning specified in Section 10.11.

"Effectiveness Period" has the meaning specified in Section 10.11.

"Event of Default" has the meaning specified in Section 5.1.

"Exchange Act" means the United States Securities Exchange Act of 1934
(or any successor statute), as amended from time to time.

"Global Security" means a Security that is registered in the Security
Register in the name of a Depositary or a nominee thereof.

"Holder" means the Person in whose name the Security is registered in the
Security Register.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

"Initial Purchasers" means Goldman, Sachs & Co., Bear, Stearns & Co.
Inc., Smith Barney Inc., Hambrecht & Quist LLC, Donaldson, Lufkin & Jenrette
Securities Corporation and Prudential Securities Incorporated.

"Interest Payment Date" means the Stated Maturity of an installment of
interest on the Securities.

"Issue Date" means March 20, 1998.

"Liquidated Damages" has the meaning specified in Section 10.11.

"Maturity", when used with respect to any Security, means the date on
which the principal of such Security becomes due and payable as therein or
herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption, exercise of the repurchase right set forth in
Article XIV or otherwise.

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

<PAGE>

"Notice of Default" has the meaning specified in Section 5.1.

"Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the Chief Executive Officer, the President,
an Executive Vice President or a Vice President and by the principal financial
officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company and who shall be acceptable to the Trustee.

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

(i) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

(ii) Securities for the payment or redemption of which 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 Securities, PROVIDED that if such Securities are to be redeemed, notice
of such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made;

(iii) Securities which have been paid pursuant to Section 3.6 or in
exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this Indenture, other than any such Securities in respect
of which there shall have been presented to the Trustee proof satisfactory to it
that such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company; and

(iv) Securities converted into Common Stock pursuant to Article XII;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities are present at a meeting of Holders
of Securities for quorum purposes or have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such determination as to the presence of a quorum or upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Securities which a Responsible Officer of the Trustee has been notified in
writing to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee is not
the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor, and the Trustee shall be protected in relying
upon an Officer's Certificate to such effect.

<PAGE>

"Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company and, except
as otherwise specifically set forth herein, such term shall include the Company
if it shall act as its own Paying Agent. The Company has initially appointed the
Trustee as its Paying Agent pursuant to Section 10.2 hereof.

"Payment Blockage Notice" has the meaning specified in Section 13.2.

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

"Place of Conversion" has the meaning specified in Section 3.1.

"Place of Payment" has the meaning specified in Section 3.1.

"Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

"Purchase Agreement" means the Purchase Agreement, dated as of March 17,
1998, between the Company and the Initial Purchasers, as such agreement may be
amended from time to time.

"Qualified Institutional Buyer" shall mean a "qualified institutional
buyer" as defined in Rule 144A.

"Record Date" means any Regular Record Date or Special Record Date.

"Record Date Period" means the period from the close of business of any
Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date.

"Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

"Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Registrable Securities" has the meaning specified in Section 10.11.

"Registration Default" has the meaning specified in Section 10.11.

<PAGE>

"Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 17, 1998, between the Company and the Initial Purchasers, as
such agreement may be amended from time to time.

"Regular Record Date" for interest payable in respect of any Security on
any Interest Payment Date means the March 1 or September 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

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

"Representative" means the (a) indenture trustee or other trustee, agent
or representative for any Senior Indebtedness or (b) with respect to any Senior
Indebtedness that does not have any such trustee, agent or other representative,
(i) in the case of such Senior Indebtedness issued pursuant to an agreement
providing for voting arrangements as among the holders or owners of such Senior
Indebtedness, any holder or owner of such Senior Indebtedness acting with the
consent of the required persons necessary to bind such holders or owners of such
Senior Indebtedness and (ii) in the case of all other such Senior Indebtedness,
the holder or owner of such Senior Indebtedness.

"Repurchase Date" has the meaning specified in Section 14.1.

"Repurchase Price" has the meaning specified in Section 14.1.

"Responsible Officer", when used with respect to the Trustee, means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge and familiarity with the particular
subject.

"Restricted Global Security" has the meaning specified in Section 2.1.

"Restricted Securities" means all Securities required pursuant to Section
3.5(3) to bear any Restricted Securities Legend. Such term includes the
Restricted Global Security.

"Restricted Securities Certificate" means a certificate substantially in
the form set forth in Annex A.

"Restricted Securities Legend" means, collectively, the legends
substantially in the forms of the legends required in the form of Security set
forth in Section 2.2 to be placed upon each Restricted Security.

"Rights" shall mean "Rights" as such term is defined in the Rights
Agreement.

<PAGE>

"Rights Agreement" means that certain Rights Agreement dated August 11,
1997 between the Company and ChaseMellon Shareholder Services, L.L.C., as rights
agent thereunder, as amended from time to time.

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

"Rule 144A Information" has the meaning specified in Section 10.9.

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

"Securities Act" means the United States Securities Act of 1933 (or any
successor statute), as amended from time to time.

"Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.5.

"Senior Indebtedness" means the principal of (and premium, if any) and
interest (including all interest accruing subsequent to the commencement of any
bankruptcy or similar proceeding, whether or not a claim for post-petition
interest is allowable as a claim in any such proceeding) on, and all fees and
other amounts payable in connection with, the following, whether absolute or
contingent, secured or unsecured, due or to become due, outstanding on the date
of the Indenture or thereafter created, incurred or assumed: (a) indebtedness of
the Company evidenced by a credit or loan agreement, note, bond, debenture or
other written obligation, (b) all obligations of the Company for money borrowed,
(c) all obligations of the Company evidenced by a note or similar instrument
given in connection with the acquisition of any businesses, properties or assets
of any kind, (d) obligations of the Company (i) as lessee under leases required
to be capitalized on the balance sheet of the lessee under generally accepted
accounting principles and (ii) as lessee under other leases for facilities,
capital equipment or related assets, whether or not capitalized, entered into or
leased for financing purposes, (e) all obligations of the Company under interest
rate and currency swaps, caps, floors, collars, hedge agreements, forward
contracts or similar agreements or arrangements, (f) all obligations of the
Company with respect to letters of credit, bankers' acceptances and similar
facilities (including reimbursement obligations with respect to the foregoing),
(g) all obligations of the Company issued or assumed as the deferred purchase
price of property or services (but excluding trade accounts payable and accrued
liabilities arising in the ordinary course of business), (h) all obligations of
the type referred to in clauses (a) through (g) above of another Person and all
dividends of another Person, the payment of which, in either case, the Company
has assumed or guaranteed, or for which the Company is responsible or liable,
directly or indirectly, jointly or severally, as obligor, guarantor or
otherwise, or which is secured by a lien on the property of the Company, and (i)
renewals, extensions, modifications, replacements, restatements and refundings
of, or any indebtedness or obligation issued in exchange for, any such
indebtedness or obligation described in clauses (a) through (h) of this
paragraph; provided, however, that Senior Indebtedness shall not include the
Securities or any

<PAGE>

such indebtedness or obligation if the terms of such indebtedness or
obligation (or the terms of the instrument under which, or pursuant to which
it is issued) expressly provide that such indebtedness or obligation is not
superior in right of payment to the Securities.

"Shelf Registration Statement" has the meaning specified in Section
10.11.

"Significant Subsidiary" means, with respect to any Person, a Subsidiary
of such Person that would constitute a "significant subsidiary" as such term is
defined under Rule 1-02 of Regulation S-X under the Securities Act.

"Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Company pursuant to Section 3.7.

"Stated Maturity", when used with respect to any Security or any
installment of interest thereon, means the date specified in such Security as
the fixed date on which the principal of such Security or such installment of
interest is due and payable.

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

"Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

"Surrender Certificate" means a certificate substantially in the form set
forth in Annex C.

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

"Trust Indenture Act" means the Trust Indenture Act of 1939, and the
rules and regulations thereunder, as in force at the date as of which this
instrument was executed, provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, "Trust

<PAGE>

Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939, and the rules and regulations thereunder, as so
amended.

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

"United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction (its "possessions" including Puerto Rico, the U.S.
Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands).

"Unrestricted Securities Certificate" means a certificate substantially
in the form set forth in Annex B.

SECTION 1.2. COMPLIANCE CERTIFICATES AND OPINIONS.

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

Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (including certificates provided for
in Section 10.8) shall include:

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

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

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

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

<PAGE>

SECTION 1.3. FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE.

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

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

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

SECTION 1.4. ACTS OF HOLDERS OF SECURITIES.

(1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities may be embodied in and evidenced by (A) one or
more instruments of substantially similar tenor signed by such Holders in person
or by an agent or proxy duly appointed in writing by such Holders or (B) the
record of Holders of Securities voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Securities duly
called and held in accordance with the provisions of Article IX. Such action
shall become effective when such instrument or instruments or record is
delivered to the Trustee and, where it is hereby expressly required, to the
Company. The Trustee shall promptly deliver to the Company copies of all such
instruments and records delivered to the Trustee. Such instrument or instruments
and record (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders of Securities signing such
instrument or instruments and so voting at such meeting. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy, or of
the holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company if made in the manner provided in this Section. The record of
any meeting of Holders of Securities shall be proved in the manner provided in
Section 9.6.

<PAGE>

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

(3) The principal amount and serial number of any Security held by any
Person, and the date of his holding the same, shall be proved by the Security
Register.

(4) The fact and date of execution of any such instrument or writing
and the authority of the Person executing the same may also be proved in any
other manner which the Trustee deems sufficient; and the Trustee may in any
instance require further proof with respect to any of the matters referred to in
this Section 1.4.

(5) The Company may set any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted by this Indenture to be given or taken by
Holders. Promptly and in any case not later than ten days after setting a record
date, the Company shall notify the Trustee and the Holders of such record date.
If not set by the Company prior to the first solicitation of a Holder made by
any Person in respect of any such action, or, in the case of any such vote,
prior to such vote, the record date for any such action or vote shall be the
30th day (or, if later, the date of the most recent list of Holders required to
be provided pursuant to Section 15.1) prior to such first solicitation or vote,
as the case may be. With regard to any record date, the Holders on such date (or
their duly appointed agents or proxies), and only such Persons, shall be
entitled to give or take, or vote on, the relevant action, whether or not such
Holders remain Holders after such record date. Notwithstanding the foregoing,
the Company shall not set a record date for, and the provisions of this
paragraph shall not apply with respect to, any notice, declaration or direction
referred to in the next paragraph.

Upon receipt by the Trustee from any Holder of (i) any notice of default
or breach referred to in Section 5.1(4), if such default or breach has occurred
and is continuing and the Trustee shall not have given such a notice to the
Company, (ii) any declaration of acceleration referred to in Section 5.2, if an
Event of Default has occurred and is continuing and the Trustee shall not have
given such a declaration to the Company, or (iii) any direction referred to in
Section 5.12, if the Trustee shall not have taken the action specified in such
direction, then, with respect to clauses (ii) and (iii), a record date shall
automatically and without any action by the Company or the Trustee be set for
determining the Holders entitled to join in such declaration or direction, which
record date shall be the close of business on the tenth day (or, if such day is
not a Business Day, the first Business Day thereafter) following the day on
which the Trustee receives such declaration or direction, and, with respect to
clause (i), the Trustee may set any day as a record date for the purpose of
determining the Holders entitled to join in such notice of default. Promptly
after such receipt by the Trustee of any such declaration or direction referred
to in clause (ii) or (iii), and promptly after setting any record date with
respect to clause (i), and as soon as practicable

<PAGE>

thereafter, the Trustee shall notify the Company and the Holders of any such
record date so fixed. The Holders on such record date (or their duly
appointed agents or proxies), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; provided that, unless such notice,
declaration or direction shall have become effective by virtue of Holders of
the requisite principal amount of Securities on such record date (or their
duly appointed agents or proxies) having joined therein on or prior to the
90th day after such record date, such notice, declaration or direction shall
automatically and without any action by any Person be canceled and of no
further effect. Nothing in this paragraph shall be construed to prevent a
Holder (or a duly appointed agent or proxy thereof) from giving, before or
after the expiration of such 90-day period, a notice, declaration or
direction contrary to or different from, or, after the expiration of such
period, identical to, the notice, declaration or direction to which such
record date relates, in which event a new record date in respect thereof
shall be set pursuant to this paragraph. In addition, nothing in this
paragraph shall be construed to render ineffective any notice, declaration or
direction of the type referred to in this paragraph given at any time to the
Trustee and the Company by Holders (or their duly appointed agents or
proxies) of the requisite principal amount of Securities on the date such
notice, declaration or direction is so given.

(6) Except as provided in Sections 5.12 and 5.13, any request, demand,
authorization, direction, notice, consent, election, waiver or other Act of the
Holder of any Security shall bind every future Holder of the same Security and
the Holder of every Security issued upon the registration of transfer thereof or
in exchange therefor or in lieu thereof in respect of anything done, omitted or
suffered to be done by the Trustee or the Company in reliance thereon, whether
or not notation of such action is made upon such Security.

(7) The provisions of this Section 1.4 are subject to the provisions
of Section 9.5.

SECTION 1.5. NOTICES, ETC. TO TRUSTEE AND COMPANY.

Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act of Holders of Securities or other document provided or
permitted by this Indenture to be made upon, given or furnished to, or filed
with,

(1) the Trustee by any Holder of Securities or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with a Responsible Officer of the Trustee and received at its
Corporate Trust Office, Attention: Corporate Trust Administration.

(2) the Company by the Trustee or by any Holder of Securities shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing, mailed, first-class postage prepaid, or telecopied and
confirmed by mail, first-class postage prepaid, or delivered by hand or
overnight courier, addressed to the Company at 2828 North Haskell Avenue,
Dallas, Texas 75204, Attention: General Counsel, or at any other address
previously furnished in writing to the Trustee by the Company.

<PAGE>

SECTION 1.6. NOTICE TO HOLDERS OF SECURITIES; WAIVER.

Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event, such notice shall
be sufficiently given to Holders if in writing and mailed, first-class
postage prepaid, to each Holder of a Security affected by such event, at the
address of such Holder as it appears in the Security Register, not earlier
than the earliest date and not later than the latest date prescribed for the
giving of such notice.

Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Security shall affect the
sufficiency of such notice with respect to other Holders of Securities. In
case by reason of the suspension of regular mail service or by reason of any
other cause it shall be impracticable to give such notice by mail, then such
notification to Holders of Securities as shall be made with the approval of
the Trustee, which approval shall not be unreasonably withheld, shall
constitute a sufficient notification to such Holders for every purpose
hereunder.

Such notice shall be deemed to have been given when such notice is
mailed.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders of Securities shall be filed with
the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

SECTION 1.7. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.8. SUCCESSORS AND ASSIGNS.

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

SECTION 1.9. SEPARABILITY CLAUSE.

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

SECTION 1.10. BENEFITS OF INDENTURE.

Except as provided in the next sentence, nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than
the parties hereto and their successors and

<PAGE>

assigns hereunder and the Holders of Securities, any benefit or legal or
equitable right, remedy or claim under this Indenture. The provisions of
Article XIII are intended to be for the benefit of, and shall be enforceable
directly by, the holders of Senior Indebtedness.

SECTION 1.11. GOVERNING LAW.

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

SECTION 1.12. LEGAL HOLIDAYS.

In any case where any Interest Payment Date, Redemption Date,
Repurchase Date or Stated Maturity of any Security or the last day on which a
Holder of a Security has a right to convert his Security shall not be a
Business Day at a Place of Payment or Place of Conversion, as the case may
be, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of principal of, premium, if any, or interest on, or the
payment of the Repurchase Price (whether the same is payable in cash or in
shares of Common Stock) with respect to, or delivery for conversion of, such
Security need not be made at such Place of Payment or Place of Conversion, as
the case may be, on or by such day, but may be made on or by the next
succeeding Business Day at such Place of Payment or Place of Conversion, as
the case may be, with the same force and effect as if made on the Interest
Payment Date, Redemption Date or Repurchase Date, or at the Stated Maturity
or by such last day for conversion; provided, however, that in the case that
payment is made on such succeeding Business Day, no interest shall accrue on
the amount so payable for the period from and after such Interest Payment
Date, Redemption Date, Repurchase Date, Stated Maturity or last day for
conversion, as the case may be.

SECTION 1.13. CONFLICT WITH TRUST INDENTURE ACT.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall
be deemed to apply to this Indenture as so modified or to be excluded, as the
case may be. Until such time as this Indenture shall be qualified under the
Trust Indenture Act, this Indenture, the Company and the Trustee shall be
deemed for all purposes hereof to be subject to and governed by the Trust
Indenture Act to the same extent as would be the case if this Indenture were
so qualified on the date hereof.

<PAGE>

ARTICLE II

SECURITY FORMS

SECTION 2.1. FORM GENERALLY.

The Securities shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities exchange, the Internal Revenue Code of 1986, as amended, and
regulations thereunder (the "Code"), or as may, consistent herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. All Securities shall be in fully registered form.

The Trustee's certificates of authentication shall be in substantially
the form set forth in Section 2.3.

Conversion notices shall be in substantially the form set forth in
Section 2.4.

Repurchase notices shall be substantially in the form set forth in
Section 2.2.

The Securities shall be printed, lithographed, typewritten or engraved
or produced by any combination of these methods or may be produced in any
other manner permitted by the rules of any automated quotation system or
securities exchange (including on steel engraved borders if so required by
any securities exchange upon which the Securities may be listed) on which the
Securities may be quoted or listed, as the case may be, all as determined by
the officers executing such Securities, as evidenced by their execution
thereof.

Upon their original issuance, Securities issued as contemplated by the
Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A
and Securities offered and sold in reliance upon Regulation S shall be issued
in the form of one or more Global Securities in definitive, fully registered
form without interest coupons and bearing the Restricted Securities Legend.
Such Global Security shall be registered in the name of DTC, as Depositary,
or its nominee and deposited with the Trustee, as custodian for DTC, for
credit by DTC to the respective accounts of beneficial owners of the
Securities represented thereby (or such other accounts as they may direct).
Such Global Security, together with its Successor Securities which are Global
Securities, are collectively herein called the "Restricted Global Security".

<PAGE>

SECTION 2.2. FORM OF SECURITY

[FORM OF FACE]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH RESTRICTED SECURITY:

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

THIS SECURITY AND ANY SHARES OF CLASS A COMMON STOCK ISSUABLE UPON ITS
CONVERSION MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(I) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER ACQUIRING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A, (II) IN AN OFFSHORE TRANSACTION COMPLYING WITH THE PROVISIONS OF
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) TO AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (IV) PURSUANT TO
THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF CASES (I) THROUGH (V) IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER
JURISDICTION OF THE UNITED STATES.

THIS SECURITY, ANY SHARES OF CLASS A COMMON STOCK ISSUABLE UPON ITS
CONVERSION AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME TO MODIFY THE RESTRICTIONS ON RESALES AND OTHER TRANSFERS OF
THIS SECURITY AND ANY SUCH SHARES TO REFLECT ANY CHANGE IN APPLICABLE LAW OR
REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING

<PAGE>

TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF
THIS SECURITY AND ANY SUCH SHARES SHALL BE DEEMED BY THE ACCEPTANCE OF THIS
SECURITY AND ANY SUCH SHARES TO HAVE AGREED TO ANY SUCH AMENDMENT OR
SUPPLEMENT.]

[THE FOLLOWING LEGEND SHALL APPEAR ON THE FACE OF EACH GLOBAL SECURITY:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE TRUSTEE
AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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 INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM IN THE LIMITED CIRCUMSTANCES REFERRED TO IN THE
INDENTURE, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.]

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.

4% CONVERTIBLE SUBORDINATED NOTE
DUE MARCH 15, 2005

No. U.S.$
---------- -------

CUSIP NO. 008190AC4

AFFILIATED COMPUTER SERVICES, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
referred to on the reverse hereof), for value received, hereby promises to
pay to _________________, or registered assigns, the principal sum of
________ United States Dollars (U.S.$______ ) (which principal amount may
from time to time be increased or decreased to such other principal amounts
(which, taken together with the principal amounts of all other Outstanding
Securities, shall not exceed $230,000,000 in the aggregate at any time) by
adjustments made on the records of the Trustee hereinafter referred to in
accordance with the Indenture) on March 15, 2005 and to pay interest thereon,
from March 20, 1998, or from the most recent Interest Payment Date (as
defined below) to which interest has been paid or duly provided for,
semi-annually in arrears on March 15 and September 15 in each year (each, an
"Interest Payment Date"), commencing September 15, 1998, at the rate of 4%
per annum, until the principal hereof is due, and at the rate of 4% per annum
on any overdue principal and premium, if any, and, to the extent permitted by
law, on any overdue interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the March 1 or September 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Company, notice
whereof shall be given to Holders of Securities not less than 10 days prior
to the Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any automated quotation system or
securities exchange on which the Securities may be quoted or listed, and upon
such notice as may be required by such exchange, all as more fully provided
in the Indenture. Payments of principal shall be made upon the surrender of
this Security at the option of the Holder at the Corporate Trust Office of
the Trustee, or at such other office or agency of the Company as may be
designated by it for such purpose in the Borough of Manhattan, The City of
New York, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, or at such other offices or agencies as the Company may designate, by
United States Dollar check drawn on, or transfer to, a United States Dollar
account (such a transfer to be made only to a Holder of an

<PAGE>

aggregate principal amount of Securities in excess of U.S.$2,000,000, and
only if such Holder shall have furnished wire instructions in writing to the
Trustee no later than 15 days prior to the relevant payment date). Payment of
interest on this Security may be made by United States Dollar check mailed to
the address of the Person entitled thereto as such address shall appear in
the Security Register, or, upon written application by the Holder to the
Security Registrar setting forth wire instructions not later than the
relevant Record Date, by transfer to a United States Dollar account (such a
transfer to be made only to a Holder of an aggregate principal amount of
Securities in excess of U.S. $2,000,000 and only if such Holder shall have
furnished wire instructions in writing to the Trustee no later than 15 days
prior to the relevant payment date).

Except as specifically provided herein and in the Indenture, the
Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein.

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

Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof or an Authenticating Agent by
the manual signature of one of their respective authorized signatories, this
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed under its corporate seal.

AFFILIATED COMPUTER SERVICES, INC.

[Corporate Seal]

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

Attest:

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

<PAGE>

[FORM OF REVERSE]

This Security is one of a duly authorized issue of securities
of the Company designated as its "4% Convertible Subordinated Notes due March
15, 2005" (herein called the "Securities"), limited in aggregate principal
amount to U.S. $230,000,000, issued and to be issued under an Indenture,
dated as of March 20, 1998 (herein called the "Indenture"), between the
Company and U.S. Trust Company of Texas, N.A., as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. As provided
in the Indenture and subject to certain limitations therein set forth,
Securities are exchangeable for a like aggregate principal amount of
Securities of any authorized denominations as requested by the Holder
surrendering the same upon surrender of the Security or Securities to be
exchanged, at the Corporate Trust Office of the Trustee. The Trustee upon
such surrender by the Holder will issue the new Securities in the requested
denominations.

No sinking fund is provided for the Securities. The Securities are
subject to redemption at the option of the Company at any time on or after
March 15, 2002, in whole or in part, upon not less than 30 nor more than 60
days' notice to the Holders prior to the Redemption Date at the following
Redemption Prices (expressed as percentages of the principal amount) for the
twelve-month period beginning on March 15 of the following years:

<TABLE>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2002 101.71%

2003 101.14%

2004 100.57%
</TABLE>

and thereafter at a Redemption Price equal to 100% of the principal amount,
together, in each case, with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that interest installments on Securities whose Stated
Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record
at the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.

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

<PAGE>

In any case where the due date for the payment of the principal of,
premium, if any, interest, or Liquidated Damages on any Security or the last
day on which a Holder of a Security has a right to convert his Security shall
be, at any Place of Payment or Place of Conversion as the case may be, a day
on which banking institutions at such Place of Payment or Place of Conversion
are authorized or obligated by law or executive order to close, then payment
of principal, premium, if any, interest, or Liquidated Damages, or delivery
for conversion of such Security need not be made on or by such date at such
place but may be made on or by the next succeeding day at such place which is
not a day on which banking institutions are authorized or obligated by law or
executive order to close, with the same force and effect as if made on the
date for such payment or the date fixed for redemption or repurchase, or by
such last day for conversion, and no interest shall accrue on the amount so
payable for the period after such date.

Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled, at his option, at any time on or
after the 90th day following the last original issue date of the Securities
and on or before the close of business on March 15, 2005, or in case this
Security or a portion hereof is called for redemption or the Holder hereof
has exercised his right to require the Company to repurchase this Security or
such portion hereof, then in respect of this Security until and including,
but (unless the Company defaults in making the payment due upon redemption or
repurchase, as the case may be) not after, the close of business on the
Business Day prior to the Redemption Date or the Repurchase Date, as the case
may be, to convert this Security (or any portion of the principal amount
hereof that is an integral multiple of U.S.$1,000, provided that the
unconverted portion of such principal amount is U.S.$1,000 or any integral
multiple of U.S.$1,000 in excess thereof) into fully paid and nonassessable
shares of Common Stock of the Company at an initial Conversion Rate of
23.4432 shares of Common Stock for each U.S.$1,000 principal amount of
Securities (or at the current adjusted Conversion Rate if an adjustment has
been made as provided in the Indenture) by surrender of this Security, duly
endorsed or assigned to the Company or in blank and, in case such surrender
shall be made during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (except if this Security or portion
thereof has been called for redemption on a Redemption Date or is
repurchasable on a Repurchase Date occurring, in either case, during such
period and is surrendered for such conversion during such period (including
any Securities or portions thereof called for redemption on a Redemption Date
or submitted for repurchase on a Repurchase Date that is a Regular Record
Date or an Interest Payment Date, as the case may be)), also accompanied by
payment in New York Clearing House or other funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on
the principal amount of this Security then being converted, and also the
conversion notice hereon duly executed, to the Company at the Corporate Trust
Office of the Trustee, or at such other office or agency of the Company,
subject to any laws or regulations applicable thereto and subject to the
right of the Company to terminate the appointment of any Conversion Agent (as
defined below) as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, or at such other offices or agencies as the
Company may designate (each a "Conversion Agent"), PROVIDED, FURTHER, that if
this Security or portion hereof has been called for redemption on a
Redemption

<PAGE>

Date or is repurchasable on a Repurchase Date occurring, in either case,
during the period from the close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of business on such
succeeding Interest Payment Date (including any Securities or portions
thereof called for redemption on a Redemption Date or submitted for
repurchase on a Repurchase Date that is a Regular Record Date or an Interest
Payment Date, as the case may be) and is surrendered for conversion during
such period (or on the last Business Day prior to the Regular Record Date or
Interest Payment Date in case of any Security (or portion thereof) called for
redemption on a Redemption Date or submitted for repurchase on a Repurchase
Date on a Regular Record Date or Interest Payment Date, as the case may be),
then the Holder of this Security on such Regular Record Date will be entitled
to receive the interest accruing hereon from the Interest Payment Date next
preceding the date of such conversion to such succeeding Interest Payment
Date and the Holder of this Security who converts this Security or a portion
hereof during such period shall not be required to pay such interest upon
surrender of this Security for conversion. Subject to the provisions of the
preceding sentence and, in the case of a conversion after the close of
business on the Regular Record Date next preceding any Interest Payment Date
and on or before the close of business on such Interest Payment Date, to the
right of the Holder of this Security (or any Predecessor Security of record
as of such Regular Record Date) to receive the related installment of
interest to the extent and under the circumstances provided in the Indenture,
no cash payment or adjustment is to be made on conversion for interest
accrued hereon from the Interest Payment Date next preceding the day of
conversion, or for dividends on the Common Stock issued on conversion hereof.
The Company shall thereafter deliver to the Holder the fixed number of shares
of Common Stock (together with any cash adjustment, as provided in the
Indenture) into which this Security is convertible and such delivery will be
deemed to satisfy the Company's obligation to pay the principal amount of
this Security. No fractions of shares or scrip representing fractions of
shares will be issued on conversion, but instead of any fractional interest
(calculated to the nearest 1/100th of a share) the Company shall pay a cash
adjustment as provided in the Indenture. The Conversion Rate is subject to
adjustment as provided in the Indenture. In addition, the Indenture provides
that in case of certain consolidations or mergers to which the Company is a
party (other than a consolidation or merger that does not result in any
reclassification, conversion, exchange or cancellation of the Common Stock)
or the conveyance, transfer, sale or lease of all or substantially all of the
property and assets of the Company, the Indenture shall be amended, without
the consent of any Holders of Securities, so that this Security, if then
Outstanding, will be convertible thereafter, during the period this Security
shall be convertible as specified above, only into the kind and amount of
securities, cash and other property receivable upon such consolidation,
merger, conveyance, transfer, sale or lease by a holder of the number of
shares of Common Stock of the Company into which this Security could have
been converted immediately prior to such consolidation, merger, conveyance,
transfer, sale or lease (assuming such holder of Common Stock is not a
Constituent Person or an Affiliate of a Constitute Person, failed to exercise
any rights of election and received per share the kind and amount received
per share by a plurality of Non-electing Shares and further assuming, if such
consolidation, merger, conveyance, transfer, sale or lease occurs prior to 90
days following the last original issue date of the Securities, that the
Security was convertible at the time of such occurrence at the Conversion
Rate specified above as adjusted from the issue date of such

<PAGE>

Security to such time as provided in the Indenture). No adjustment in the
Conversion Rate will be made until such adjustment would require an increase
or decrease of at least one percent of such rate, provided that any
adjustment that would otherwise be made will be carried forward and taken
into account in the computation of any subsequent adjustment.

If this Security is a Registrable Security (as defined in this
Indenture), then the Holder of this Security [IF THIS SECURITY IS A
GLOBAL SECURITY, THEN INSERT -- (including any Person that has a beneficial
interest in this Security)] and the Common Stock of the Company issuable upon
conversion hereof is entitled to the benefits of a Registration Rights
Agreement, dated as of March 17, 1998, executed by the Company (the
"Registration Rights Agreement"). Pursuant to the Registration Rights
Agreement, the Company has agreed for the benefit of the Holders from time to
time of the Registrable Securities that it will, at its expense, (a) within
90 days after the Issue Date file a shelf registration statement (the "Shelf
Registration Statement") with the Commission with respect to resales of the
Registrable Securities, (b) use its reasonable efforts to cause such Shelf
Registration Statement to be declared effective by the Commission within 180
days after the Issue Date, and (c) use its reasonable efforts to maintain
such Shelf Registration Statement effective under the Securities Act of 1933,
as amended, until the second annual anniversary of the Issue Date or such
earlier date as is provided in the Registration Rights Agreement (the
"Effectiveness Period"). The Company will be permitted to suspend the use of
the prospectus which is part of the Shelf Registration Statement during
certain periods of time as provided in the Registration Rights Agreement.

If (i) on or prior to 90 days following the Issue Date, a Shelf
Registration Statement has not been filed with the Commission, or (ii) on or
prior to the 180th day following the Issue Date, such Shelf Registration
Statement is not declared effective (each, a "Registration Default"),
additional interest ("Liquidated Damages") will accrue on this Restricted
Security from and including the day following such Registration Default to
but excluding the day on which such Registration Default has been cured.
Liquidated Damages will be paid semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date in respect of the
Restricted Securities following the date on which such Liquidated Damages
begin to accrue, and will accrue at a rate per annum equal to an additional
one-quarter of one percent (0.25%) of the principal amount of the Restricted
Securities to and including the 90th day following such Registration Default
and at a rate per annum equal to one-half of one percent (0.50%) thereof from
and after the 91st day following such Registration Default. Pursuant to the
Registration Rights Agreement, in the event that the Shelf Registration
Statement ceases to be effective (or the Holders of Registrable Securities
are otherwise prevented or restricted by the Company from effecting sales
pursuant thereto) during the Effectiveness Period for more than 60 days,
whether or not consecutive, during any 12-month period, then the interest
rate borne by the Restricted Securities shall increase by an additional
one-half of one percent (0.50%) per annum from the 61st day of the applicable
12-month period such Shelf Registration Statement ceases to be effective (or
the Holders of Registrable Securities are otherwise prevented or restricted
by the Company from effecting sales pursuant thereto) to but excluding the
day on which (i) the Shelf Registration Statement again becomes effective,
(ii) the Holders of Registrable Securities are no longer

<PAGE>

otherwise prevented or restricted by the Company from effecting sales
pursuant thereto or (iii) the Effectiveness Period expires.

Whenever in this Security there is a reference, in any context, to the
payment of the principal of, premium, if any, or interest on, or in respect
of, any Security, such mention shall be deemed to include mention of the
payment of Liquidated Damages payable as described in the preceding paragraph
to the extent that, in such context, Liquidated Damages are, were or would be
payable in respect of such Security and express mention of the payment of
Liquidated Damages (if applicable) in any provisions of this Security shall
not be construed as excluding Liquidated Damages in those provisions of this
Security where such express mention is not made.

[If this Security is a Registrable Security and the Holder of this
Security [IF THIS SECURITY IS A GLOBAL SECURITY, THEN INSERT -- (including
any Person that has a beneficial interest in this Security)] elects to sell
this Security pursuant to the Shelf Registration Statement then, by its
acceptance hereof, such Holder of this Security agrees to be bound by the
terms of the Registration Rights Agreement relating to the Registrable
Securities which are the subject of such election.]

If a Change in Control occurs, the Holder of this Security, at the
Holder's option, shall have the right, in accordance with the provisions of
the Indenture, to require the Company to repurchase this Security (or any
portion of the principal amount hereof that is at least $5,000 or an integral
multiple of $1,000 in excess thereof, provided that the portion of the
principal amount of this Security to be Outstanding after such repurchase is
at least equal to U.S.$1,000) for cash at a Repurchase Price equal to 100% of
the principal amount thereof plus interest accrued to the Repurchase Date. At
the option of the Company, the Repurchase Price may be paid in cash or,
subject to the conditions provided in the Indenture, by delivery of shares of
Common Stock having a fair market value equal to the Repurchase Price. For
purposes of this paragraph, the fair market value of shares of Common Stock
shall be determined by the Company and shall be equal to 95% of the average
of the Closing Prices Per Share for the five consecutive Trading Days
immediately preceding and including the third Trading Day prior to the
Repurchase Date. Whenever in this Security there is a reference, in any
context, to the principal of any Security as of any time, such reference
shall be deemed to include reference to the Repurchase Price payable in
respect of such Security to the extent that such Repurchase Price is, was or
would be so payable at such time, and express mention of the Repurchase Price
in any provision of this Security shall not be construed as excluding the
Repurchase Price so payable in those provisions of this Security when such
express mention is not made; provided, however, that, for the purposes of the
second succeeding paragraph, such reference shall be deemed to include
reference to the Repurchase Price only to the extent the Repurchase Price is
payable in cash.

[The following paragraph shall appear in each Global Security:

In the event of a deposit or withdrawal of an interest in this
Security, including an exchange, transfer, redemption, repurchase or
conversion of this Security in part only, the

<PAGE>

Trustee, as custodian of the Depositary, shall make an adjustment on its
records to reflect such deposit or withdrawal in accordance with the
Applicable Procedures.]

[The following paragraph shall appear in each Security that is not a
Global Security:

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

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

If an Event of Default shall occur and be continuing, the principal of
all the Securities, together with accrued interest to the date of
declaration, may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon payment (i) of the amount of principal
so declared due and payable, together with accrued interest to the date of
declaration, and (ii) of interest on any overdue principal and, to the extent
permitted by applicable law, overdue interest, all of the Company's
obligations in respect of the payment of the principal of and interest on the
Securities shall terminate.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities under the
Indenture at any time by the Company and the Trustee with either (a) the
written consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding, or (b) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of at least 66-2/3% in aggregate principal
amount of the Outstanding Securities represented and entitled to vote at such
meeting. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive
compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued in exchange herefore or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security or such other
Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security 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

<PAGE>

have previously given the Trustee written notice of a continuing Event of
Default, the Holders of not less than 25% in principal amount of the
Outstanding Securities 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 and the Trustee shall not have
received from the Holders of a majority in principal amount of the Securities
Outstanding 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 Security for the enforcement of any payment
of principal hereof, premiums if any, or interest (including Liquidated
Damages) hereon on or after the respective due dates expressed herein or for
the enforcement of the right to convert this Security as provided in the
Indenture.

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

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable on the
Security Register upon surrender of this Security for registration of
transfer at the Corporate Trust Office of the Trustee or at such other office
or agency of the Company as may be designated by it for such purpose in the
Borough of Manhattan, The City of New York (which shall initially be an
office or agency of the Trustee), or at such other offices or agencies as the
Company may designate, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees by the Registrar. 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 recover
any tax or other governmental charge payable in connection therewith.

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

No recourse for the payment of the principal (and premium, if any) or
interest on this Security and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any indenture
supplemental thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer or director or subsidiary, as such,
past, present or future, of the Company or of any successor

<PAGE>

corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of consideration for
the issue hereof, expressly waived and released.

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

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

ABBREVIATIONS

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

TEN COM - as tenants in common
TEN ENT- as tenants by the entireties
(Cust)
JT TEN- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -
-------------

Custodian under Uniform
------------
(Minor)

Gifts to Minors Act
-----------------
(State)

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

<PAGE>

ELECTION OF HOLDER TO REQUIRE REPURCHASE

(1) Pursuant to Article 14.1 of the Indenture, the undersigned hereby
elects to have this Security repurchased by the Company.

(2) The undersigned hereby directs the Trustee or the Company to pay
it or an amount in cash or, at the Company's election, Common Stock valued as
set forth in the Indenture, equal to 100% of the principal amount to be
repurchased (as set forth below), plus interest accrued to the Repurchase Date,
as provided in the Indenture.

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

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

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

Signature(s) must be guaranteed by an
Eligible Guarantor Institution with
membership in an approved signature
guarantee program pursuant to Rule
17Ad-15 under the Securities Exchange
Act of 1934.

--------------------------------------
Signature Guaranteed

Principal amount to be repurchased
(at least U.S. $5,000 or an integral multiple $1,000 in excess thereof):
_______________________________

Remaining principal amount following such repurchase
(not less than U.S. $1,000): _________________________________

NOTICE: The signature to the foregoing Election must correspond to the Name as
written upon the face of this Security in every particular, without alteration
or any change whatsoever.

<PAGE>

SECTION 2.3. FORM OF CERTIFICATE OF AUTHENTICATION.

The Trustee's certificate of authentication shall be in substantially the
following form:

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

U.S. Trust Company of Texas, N.A.,
as Trustee

By:
----------------------------------
Authorized Signatory

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

<PAGE>

SECTION 2.4. FORM OF CONVERSION NOTICE.

CONVERSION NOTICE

The undersigned Holder of this Security hereby irrevocably exercises the
option to convert this Security, or any portion of the principal amount hereof
(which is U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof,
PROVIDED that the unconverted portion of such principal amount is U.S. $1,000 or
any integral multiple of U.S. $1,000 in excess thereof) below designated, into
shares of Common Stock in accordance with the terms of the Indenture referred to
in this Security, and directs that such shares, together with a check in payment
for any fractional share and any Securities representing any unconverted
principal amount hereof, be delivered to and be registered in the name of the
undersigned unless a different name has been indicated below. If shares of
Common Stock or Securities are to be registered in the name of a Person other
than the undersigned, (a) the undersigned will pay all transfer taxes payable
with respect thereto and (b) signature(s) must be guaranteed by an Eligible
Guarantor Institution with membership in an approved signature guarantee program
pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount
required to be paid by the undersigned on account of interest accompanies this
Security.

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

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

<PAGE>

If shares or Securities are to be registered in the name of a Person other than
the Holder, please print such Person's name and address:

- ---------------------------------------
Name

- ---------------------------------------
Address

- ---------------------------------------
Social Security or other Identification
Number, if any

- ---------------------------------------
[Signature Guaranteed]

If only a portion of the Securities is to be converted, please indicate:

1. Principal amount to be converted:

U.S. $ ___________

2. Principal amount and denomination of Securities representing unconverted
principal amount to be issued:

Amount U.S. $___________

(U.S.$1,000 or any integral multiple of U.S.$1,000 in excess thereof, PROVIDED
that the unconverted portion of such principal amount is U.S. $1,000 or any
integral multiple of U.S. $1,000 in excess thereof)

<PAGE>

SECTION 2.5. FORM OF ASSIGNMENT

For value received ________________ hereby sell(s), assign(s) and
transfer(s) unto ________________ (Please insert social security or other
identifying number of assignee) the within Security, and hereby irrevocably
constitutes and appoints ____________________as attorney to transfer the said
Security on the books of the Company, with full power of substitution in the
premises.

Dated:

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

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

Signature(s) must be guaranteed
by an Eligible Guarantor
Institution with membership in
an approved signature guarantee
program pursuant to Rule
17Ad - 15 under the Securities
Exchange Act of 1934.

<PAGE>

ARTICLE III

THE SECURITIES

SECTION 3.1. TITLE AND TERMS.

The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is limited to U.S. $230,000,000, except for
Securities authenticated and delivered pursuant to Section 3.4, 3.5, 3.6, 8.5,
12.2 or 14.3(5) in exchange for, or in lieu of, other Securities previously
authenticated and delivered under this Indenture.

The Securities shall be known and designated as the "4% Convertible
Subordinated Notes due March 15, 2005" of the Company. Their Stated Maturity
shall be March 15, 2005 and they shall bear interest on their principal amount
from March 20, 1998, payable semi-annually in arrears on March 15 and
September 15 in each year, commencing September 15, 1998, at the rate of 4% per
annum until the principal thereof is due and at the rate of 4% per annum on any
overdue principal and, to the extent permitted by law, on any overdue interest;
provided, however, that payments shall only be made on a Business Day as
provided in Section 1.12.

The principal of, premium, if any, and interest on the Securities shall
be payable as provided in the form of Securities set forth in Section 2.2, and
the Repurchase Price, whether payable in cash or in shares of Common Stock,
shall be payable at such places as are identified in the Company Notice given
pursuant to Section 14.3 (any city in which any Paying Agent is located being
herein called a "Place of Payment").

The Registrable Securities are entitled to the benefits of a Registration
Rights Agreement as provided by Section 10.11 and in the form of Security set
forth in Section 2.2. The Securities are entitled to the payment of Liquidated
Damages as provided by Section 10.11.

The Securities shall be redeemable at the option of the Company at any
time on or after March 15, 2002, in whole or in part, as provided in Article XI
and in the form of Security set forth in Section 2.2.

The Securities shall be convertible as provided in Article XII (any city
in which any Conversion Agent is located being herein called a "Place of
Conversion").

The Securities shall be subordinated in right of payment to Senior
Indebtedness of the Company as provided in Article XIII.

The Securities shall be subject to repurchase by the Company at the
option of the Holders as provided in Article XIV.

<PAGE>

SECTION 3.2. DENOMINATIONS.

The Securities shall be issuable only in registered form, without
coupons, in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in
excess thereof.

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President, one of its Executive Vice Presidents or one of its Vice Presidents,
under a facsimile of its corporate seal reproduced thereon attested by its Chief
Financial Officer, Secretary or one of its Assistant Secretaries. Any such
signature may be manual or facsimile.

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

At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee or to its order for authentication, together with a Company Order
for the authentication and delivery of such Securities, and the Trustee in
accordance with such Company Order shall authenticate and make available for
delivery such Securities as in this Indenture provided.

Each Security shall be dated the date of its authentication.

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

SECTION 3.4. GLOBAL SECURITIES; NON-GLOBAL SECURITIES; BOOK-ENTRY
PROVISIONS.

(1) GLOBAL SECURITIES

(i) Each Global Security authenticated under this
Indenture shall be registered in the name of the Depositary designated by the
Company for such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.

(ii) Except for exchanges of Global Securities for
definitive, non-Global Securities at the sole discretion of the Company, no
Global Security may be exchanged in whole

<PAGE>

or in part for Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such
Depositary (i) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (ii) has ceased to be a
clearing agency registered as such under the Exchange Act or announces an
intention permanently to cease business or does in fact do so or (B) there
shall have occurred and be continuing an Event of Default with respect to
such Global Security. In such event, if a successor Depositary for such
Global Security is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of an Officers'
Certificate directing the authentication and delivery of Securities, will
authenticate and deliver, Securities, in any authorized denominations in an
aggregate principal amount equal to the principal amount of such Global
Security in exchange for such Global Security.

(iii) If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Trustee, as Security Registrar, for exchange or
cancellation, as provided in this Article III. If any Global Security is to be
exchanged for other Securities or canceled in part, or if another Security is to
be exchanged in whole or in part for a beneficial interest in any Global
Security, in each case, as provided in Section 3.5, then either (A) such Global
Security shall be so surrendered for exchange or cancellation, as provided in
this Article III, or (B) the principal amount thereof shall be reduced or
increased by an amount equal to the portion thereof to be so exchanged or
canceled, or equal to the principal amount of such other Security to be so
exchanged for a beneficial interest therein, as the case may be, by means of an
appropriate adjustment made on the records of the Trustee, as Security
Registrar, whereupon the Trustee, in accordance with the Applicable Procedures,
shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment
of a Global Security, the Trustee shall, subject to Section 3.5(3) and as
otherwise provided in this Article III, authenticate and deliver any Securities
issuable in exchange for such Global Security (or any portion thereof) to or
upon the order of, and registered in such names as may be directed by, the
Depositary or its authorized representative. Upon the request of the Trustee in
connection with the occurrence of any of the events specified in the preceding
paragraph, the Company shall promptly make available to the Trustee a reasonable
supply of Securities that are not in the form of Global Securities. The Trustee
shall be entitled to rely upon any order, direction or request of the Depositary
or its authorized representative which is given or made pursuant to this Article
III if such order, direction or request is given or made in accordance with the
Applicable Procedures.

(iv) Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Article III or otherwise, shall
be authenticated and delivered in the form of, and shall be, a registered Global
Security, unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof, in which case such

<PAGE>

Security shall be authenticated and delivered in definitive, fully registered
form, without interest coupons.

(v) The Depositary or its nominee, as registered owner
of a Global Security, shall be the Holder of such Global Security for all
purposes under the Indenture and the Securities, and owners of beneficial
interests in a Global Security shall hold such interests pursuant to the
Applicable Procedures. Accordingly, any such owner's beneficial interest in a
Global Security will be shown only on, and the transfer of such interest shall
be effected only through, records maintained by the Depositary or its nominee or
its Agent Members and such owners of beneficial interests in a Global Security
will not be considered the owners or holders thereof.

(2) NON-GLOBAL SECURITIES. Securities issued upon the events
described in Section 3.4(l)(ii) shall be in definitive, fully registered form,
without interest coupons, and shall bear the Restricted Securities Legend as
required by this Indenture.

SECTION 3.5. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE;
RESTRICTIONS ON TRANSFER.

(1) The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Trustee is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers and exchanges of
Securities as herein provided.

Upon surrender for registration of transfer of any Security at an office
or agency of the Company designated pursuant to Section 10.2 for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Securities
of any authorized denominations and of a like aggregate principal amount and
bearing such restrictive legends as may be required by this Indenture.

At the option of the Holder, and subject to the other provisions of this
Section 3.5, Securities may be exchanged for other Securities of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so surrendered for exchange, and subject to the other provisions of this
Section 3.5, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive. Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Security Registrar) be
duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Trustee and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

<PAGE>

All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt and entitled to the same benefits under this Indenture as the Securities
surrendered upon such registration of transfer or exchange.

No service charge shall be made to a Holder for any registration of
transfer or exchange of Securities except as provided in Section 3.6, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
3.4, 8.5, 12.2 or 14.3 (other than where the shares of Common Stock are to be
issued or delivered in a name other than that of the Holder of the Security) not
involving any transfer and other than any stamp and other duties, if any, which
may be imposed in connection with any such transfer or exchange by the United
States or any political subdivision thereof or therein, which shall be paid by
the Company.

In the event of a redemption of the Securities, neither the Company nor
the Securities Registrar will be required (a) to register the transfer of or
exchange Securities for a period of 15 days immediately preceding the date
notice is given identifying the serial numbers of the Securities called for such
redemption or (b) to register the transfer of or exchange any Security, or
portion thereof, called for redemption.

(2) CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.5(2) shall be made only in accordance with this Section
3.5(2).

(i) RESTRICTED GLOBAL SECURITY TO RESTRICTED NON-GLOBAL
SECURITY. In the event that non-Global Securities are to be issued pursuant to
Section 3.4(1)(ii) in connection with any transfer of Securities, such transfer
may be effected only in accordance with the provisions of this Clause (2)(i) and
subject to the Applicable Procedures. Upon receipt by the Trustee, as Security
Registrar, of (A) a Company Order from the Company directing the Trustee, as
Security Registrar, to (x) authenticate and deliver one or more Securities of
the same aggregate principal amount as the beneficial interest in the Restricted
Global Security to be transferred, such instructions to contain the name or
names of the designated transferee or transferees, the authorized denomination
or denominations of the Securities to be so issued and appropriate delivery
instructions and (y) decrease the beneficial interest of a specified Agent
Member's account in a Restricted Global Security by a specified principal amount
not greater than the principal amount of such Restricted Global Security, and
(B) such other certifications, legal opinions or other information as the
Company or the Trustee may reasonably require to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, then the Trustee, as
Security Registrar, shall decrease the principal amount of the Restricted Global
Security by the specified amount and authenticate and deliver Securities in
accordance with such instructions from the Company as provided in Section
3.4(1)(iii).

<PAGE>

(ii) RESTRICTED NON-GLOBAL SECURITY TO RESTRICTED GLOBAL
SECURITY. If the Holder of a Restricted Security (other than a Global Security)
wishes at any time to transfer all or any portion of such Restricted Security to
a Person who wishes to take delivery thereof in the form of a beneficial
interest in the Restricted Global Security, such transfer may be effected only
in accordance with the provisions of this Clause (2)(ii) and subject to the
Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of
(A) such Restricted Security as provided in Section 3.5(1) and instructions from
the Company directing that a beneficial interest in the Restricted Global
Security in a specified principal amount not greater than the principal amount
of such Security be credited to a specified Agent Member's account and (B) a
Restricted Securities Certificate, satisfactory to the Trustee and duly executed
by such Holder or his attorney duly authorized in writing, then the Trustee, as
Security Registrar, shall cancel such Restricted Security (and issue a new
Restricted Security in respect of any untransferred portion thereof) as provided
in Section 3.5(1) and increase the principal amount of the Restricted Global
Security by the specified principal amount as provided in Section 3.4(1)(iii).

(iii) EXCHANGES BETWEEN GLOBAL SECURITY AND NON-GLOBAL SECURITY.
A beneficial interest in a Global Security may be exchanged for a Security that
is not a Global Security only as provided in Section 3.4 or only if such
exchange occurs in connection with a transfer effected in accordance with Clause
2(i) above, PROVIDED that, if such interest is a beneficial interest in the
Restricted Global Security, then such interest shall be exchanged for a
Restricted Security (subject in each case to Section 3.5(3)). A Security that is
not a Global Security may be exchanged for a beneficial interest in a Global
Security only if such exchange occurs in connection with a transfer effected in
accordance with Clause (2)(ii) above.

(3) SECURITIES ACT LEGENDS. All Securities issued pursuant to this
Indenture, and all Successor Securities, shall bear the Restricted Securities
Legend, subject to the following:

(i) subject to the following Clauses of this Section 3.5(3), a
Security or any portion thereof which is exchanged, upon transfer or otherwise,
for a Global Security or any portion thereof shall bear the Restricted
Securities Legend borne by such Global Security for which the Security was
exchanged;

(ii) subject to the following Clauses of this Section 3.5(3), a
new Security which is not a Global Security and is issued in exchange for
another Security (including a Global Security) or any portion thereof, upon
transfer or otherwise, shall bear the Restricted Securities Legend for which the
Security was exchanged;

(iii) any Securities which are sold or otherwise disposed of
pursuant to an effective registration statement under the Securities Act
(including the Shelf Registration Statement), together with their Successor
Securities shall not bear a Restricted Securities Legend; the Company shall
inform the Trustee in writing of the effective date of any such registration
statement registering the Securities under the Securities Act and shall notify
the Trustee at any time when prospectuses must be delivered with respect to
Securities to be sold pursuant to such

<PAGE>

registration statement. The Trustee shall not be liable for any action taken
or omitted to be taken by it in good faith in accordance with the
aforementioned registration statement;

(iv) at any time after the Securities may be freely transferred
without registration under the Securities Act or without being subject to
transfer restrictions pursuant to the Securities Act, a new Security which does
not bear a Restricted Securities Legend may be issued in exchange for or in lieu
of a Security (other than a Global Security) or any portion thereof which bears
such a legend if the Trustee has received an Unrestricted Securities
Certificate, satisfactory to the Trustee and duly executed by the Holder of such
Security bearing a Restricted Securities Legend or his attorney duly authorized
in writing, and after such date and receipt of such certificate, the Trustee
shall authenticate and deliver such new Security in exchange for or in lieu of
such other Security as provided in this Article III;

(v) a new Security which does not bear a Restricted Securities
Legend may be issued in exchange for or in lieu of a Security (other than a
Global Security) or any portion thereof which bears such a legend if, in the
Company's judgment, placing such a legend upon such new Security is not
necessary to ensure compliance with the registration requirements of the
Securities Act, and the Trustee, at the direction of the Company, shall
authenticate and deliver such a new Security as provided in this Article III;
and

(vi) notwithstanding the foregoing provisions of this Section
3.5(3), a Successor Security of a Security that does not bear a Restricted
Securities Legend shall not bear such legend unless the Company has reasonable
cause to believe that such Successor Security is a "restricted security" within
the meaning of Rule 144, in which case the Trustee, at the direction of the
Company, shall authenticate and deliver a new Security bearing a Restricted
Securities Legend in exchange for such Successor Security as provided in this
Article III.

(4) Any stock certificate representing shares of Common Stock issued
upon conversion of the Securities shall bear the Restricted Securities Legend
borne by such Securities, to the extent required by this Indenture, unless such
shares of Common Stock have been sold pursuant to a registration statement that
has been declared effective under the Securities Act (and which continues to be
effective at the time of such transfer) or sold pursuant to Rule 144(k) of the
Securities Act, or unless otherwise agreed by the Company in writing with
written notice thereof to the transfer agent for the Common Stock. With respect
to the transfer of shares of Common Stock restricted hereunder, any deliveries
of certificates, legal opinions or other instruments that would be required to
be made to the Security Registrar in the case of a transfer of Securities, as
described above, shall instead be made to the transfer agent for the Common
Stock.

(5) Neither the Trustee, the Paying Agent nor any of their agents
shall (i) have any duty to monitor compliance with or with respect to any
federal or state or other securities or tax laws or (ii) have any duty to obtain
documentation on any transfers or exchanges other than as specifically required
hereunder.

<PAGE>

SECTION 3.6. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

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

If there be delivered to the Company and to the Trustee:

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

(2) such security or indemnity as may be satisfactory to the Company
and the Trustee to save each of them and any agent of either of them harmless,
then, in the absence of actual notice to the Company or the Trustee that such
Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion, but
subject to any conversion rights, may, instead of issuing a new Security, pay
such Security, upon satisfaction of the conditions set forth in the preceding
paragraph.

Upon the issuance of any new Security under this Section 3.6, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto (other than any
stamp and other duties, if any, which may be imposed in connection therewith by
the United States or any political subdivision thereof or therein, which shall
be paid by the Company) and any other expenses (including the fees and expenses
of the Trustee) connected therewith.

Every new Security issued pursuant to this Section 3.6 in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the mutilated,
destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and such new Security shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities duly issued
hereunder.

The provisions of this Section 3.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies of any Holder with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 3.7. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

Interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or

<PAGE>

more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.

Any interest on any Security which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at 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 Securities (or their respective Predecessor
Securities) are registered at the close of business on a 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 Security, the date of the
proposed payment and the Special Record Date, 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 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 in this
Clause provided. The Special Record Date for the payment of such Defaulted
Interest 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, 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 at such Holder's address
as it appears in the Security Register, 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 so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
(or their respective Predecessor Securities) 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 in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities 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 of this Section and Section 3.5, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

<PAGE>

Interest on any Security which is converted in accordance with Section
12.2 during a Record Date Period shall be payable in accordance with the
provisions of Section 12.2.

SECTION 3.8. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee, any Paying Agent and any agent of the Company, the Trustee
or any Paying Agent may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of, premium, if any, and (subject to Section 3.7) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee, any Paying Agent nor any agent of
the Company, the Trustee or any Paying Agent shall be affected by notice to the
contrary.

SECTION 3.9. CANCELLATION.

All Securities surrendered for payment, redemption, repurchase,
registration of transfer or exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee. All Securities so
delivered to the Trustee shall be canceled promptly by the Trustee (or its
agent). No Securities shall be authenticated in lieu of or in exchange for any
Securities canceled as provided in this Section 3.9. The Trustee shall dispose
of all canceled Securities in accordance with applicable law and its customary
practices in effect from time to time.

SECTION 3.10. COMPUTATION OF INTEREST.

Interest on the Securities (including any Liquidated Damages) shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11. CUSIP NUMBERS.

The Company in issuing Securities may use "CUSIP" numbers (if then
generally in use) in addition to serial numbers; if so, the Trustee shall use
such CUSIP numbers in addition to serial numbers in notices of redemption and
repurchase as a convenience to Holders; PROVIDED that any such notice may state
that no representation is made as to the correctness of such CUSIP numbers
either as printed on the Securities or as contained in any notice of a
redemption or repurchase and that reliance may be placed only on the serial or
other identification numbers printed on the Securities, and any such redemption
or repurchase shall not be affected by any defect in or omission of such CUSIP
numbers.

44
<PAGE>

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.

This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of conversion, or registration of transfer or
exchange, or replacement of Securities herein expressly provided for and any
right to receive Liquidated Damages as provided in Section 10.11 and in the form
of Securities set forth in Section 2.2 and the Company's obligations to the
Trustee pursuant to Section 6.7), and the Trustee, at the expense of the
Company, shall execute proper instruments in form and substance satisfactory to
the Trustee acknowledging satisfaction and discharge of this Indenture, when

(1) either

(i) all Securities theretofore authenticated and delivered
(other than (A) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 and (B) Securities for
whose payment money has theretofore been deposited 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 Section 10.3) have been delivered to the Trustee
for cancellation; or

(ii) all such Securities not theretofore delivered to the
Trustee or its agent for cancellation (other than Securities referred to in
clauses (A) and (B) of clause (1)(i) above)

(a) have become due and payable, or

(b) will have become due and payable at their Stated
Maturity within one year, or

(c) 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,

and the Company, in the case of clause (a), (b) or (c) above, has deposited or
caused to be deposited with the Trustee as trust funds (immediately available to
the Holders in the case of clause (a)) in trust for the purpose an amount in
cash sufficient to pay and discharge the entire indebtedness on such Securities
not theretofore delivered to the Trustee for cancellation, for principal,
premium, if any, and interest (including any Liquidated Damages) to the date of
such deposit (in the case of Securities which have become due and payable) or to
the Stated Maturity or Redemption Date, as the case may be;

<PAGE>

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

(3) 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 6.7, the obligations of
the Company to any Authenticating Agent under Section 6.12, the obligation of
the Company to pay Liquidated Damages, if money shall have been deposited with
the Trustee pursuant to clause (1)(ii) of this Section 4.1, the obligations of
the Trustee under Section 4.2 and the last paragraph of Section 10.3 and the
obligations of the Company and the Trustee under Section 3.5 and Article XII
shall survive. Funds held in trust pursuant to this Section are not subject to
the provisions of Article XIII.

SECTION 4.2. APPLICATION OF TRUST MONEY.

Subject to the provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 and in accordance with
the provisions of Article XIII shall be held in trust for the sole benefit of
the Holders and not be subject to the subordination provisions of Article XIII,
and such monies shall be applied by the Trustee, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent, to the Persons entitled thereto, of the principal,
premium, if any, and interest for whose payment such money has been deposited
with the Trustee.

All moneys deposited with the Trustee pursuant to Section 4.1 (and held
by it or any Paying Agent) for the payment of Securities subsequently converted
shall be returned to the Company upon Company Request.

The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed or assessed against all money deposited with the Trustee
pursuant to Section 4.1 (other than income taxes and franchise taxes incurred or
payable by the Trustee and such other taxes, fees or charges incurred or payable
by the Trustee that are not directly the result of the deposit of such money
with the Trustee).

ARTICLE V

REMEDIES

SECTION 5.1. 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
occasioned by

<PAGE>

the provisions of Article XIII or be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of the principal of or premium, if
any, on any Security at its Maturity, whether or not such payment is prohibited
by the subordination provisions of the Securities or of this Indenture; or

(2) default in the payment of any interest (including any
Liquidated Damages) upon any Security when it becomes due and payable, and
continuance of such default for a period of 30 days, whether or not such payment
is prohibited by the subordination provisions of the Securities or of this
Indenture; or

(3) failure by the Company to give a Company Notice in
accordance with Section 14.3, whether or not such payment is prohibited by the
subordination provisions of the Securities or of this Indenture; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or warranty a
default in the performance or breach of which is specifically dealt with
elsewhere in this Section), and continuance of such default or breach 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 principal amount of the Outstanding Securities a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; provided, however,
that if such default or breach is capable of being cured and the Company
commences efforts to cure such default or breach within such 60 day period, such
default or breach shall not be considered an "Event of Default" hereunder for an
additional 60 days so long as the Company is diligently pursuing the cure; or

(5) any indebtedness under any bonds, debentures, notes or
other evidences of indebtedness for money borrowed by the Company or under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any indebtedness for money borrowed by the
Company (an "Instrument") with a principal amount then outstanding in excess of
U.S. $25,000,000, whether such indebtedness now exists or shall hereafter be
created, is not paid at final maturity of any Instrument (either at its stated
maturity or upon acceleration thereof), and such indebtedness is not discharged,
or such acceleration is not rescinded or annulled, within 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 the Holders of at
least 25% in principal amount of the Outstanding Securities a written notice
specifying such default and requiring the Company to cause such indebtedness to
be discharged or 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; or

<PAGE>

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

(7) the commencement by the Company 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, 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 similar 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.

SECTION 5.2. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

If an Event of Default (other than an Event of Default specified in
Section 5.1(6) or 5.1(7)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may, subject to the provisions of Article XIII, declare
the principal of all the Securities to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by the Holders),
and upon any such declaration such principal and all accrued interest thereon
shall become immediately due and payable. If an Event of Default specified in
Section 5.1(6) or 5.1(7) occurs, the principal of, and accrued interest on, all
the Securities shall, subject to the provisions of Article XIII, ipso facto
become immediately due and payable without any declaration or other Act of the
Holders or any act on the part of the Trustee.

At any time after such 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 Article V provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may, on behalf of all Holders, rescind and annul such
declaration and its consequences if

<PAGE>

(1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

(i) all overdue interest on all Securities,

(ii) the principal of and premium, if any, on any Securities
which have become due otherwise than by such declaration of acceleration and any
interest thereon at the rate borne by the Securities,

(iii) to the extent permitted by applicable law, interest upon
overdue interest at a rate of 4% per annum, and

(iv) all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel;

(2) all Events of Default, other than the nonpayment of the principal
of and any premium and interest on, Securities which have become due solely by
such declaration of acceleration, have been cured or waived as provided in
Section 5.13; and

(3) such rescission and annulment would not conflict with any judgment
or decree issued in appropriate judicial proceedings regarding the payment by
the Trustee to the Holders of the amounts referred to in 5.2(1).

No rescission or annulment referred to above shall affect any subsequent
default or impair any right consequent thereon.

SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

The Company covenants that if:

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

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

the Company will, upon demand of the Trustee but subject to the provisions of
Article XIII pay to it, for the benefit of the Holders of such Securities the
whole amount then due and payable on such Securities for principal and interest
(including any Liquidated Damages) and interest on any overdue principal and
premium, if any, and, to the extent permitted by applicable law, on any overdue
interest (including any Liquidated Damages), at a rate of 4% per annum, and in
addition thereto, such further amount as shall be sufficient to cover the
reasonable costs and expenses of

<PAGE>

collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

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

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

SECTION 5.4. TRUSTEE MAY FILE PROOFS OF CLAIM.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or the
creditors of either, the Trustee (irrespective of whether the principal of, and
any interest on, the Securities shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Trustee
shall have made any demand on the Company for the payment of overdue principal
or interest) shall be entitled and empowered, by intervention in such proceeding
or otherwise,

(1) to file and prove a claim for the whole amount of principal,
premium, if any, and interest owing and unpaid in respect of the Securities and
take such other actions, including participating as a member, voting or
otherwise, of any official committee of creditors appointed in such mater, and
to file such other papers or documents, in each of the foregoing cases, as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and of the Holders of Securities allowed
in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders of Securities to pay to the Trustee any amount due to it for the

<PAGE>

reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel and any other amounts due the Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder of a Security in any such proceeding;
PROVIDED, HOWEVER, that the Trustee may, on behalf of such Holders, vote for the
election of a trustee in bankruptcy or similar official.

SECTION 5.5. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which judgment
has been recovered.

SECTION 5.6. APPLICATION OF MONEY COLLECTED.

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

FIRST: To the payment of all amounts due the Trustee under Section 6.7;

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

THIRD: To such other Person or Persons, if any, to the extent entitled
thereto; and

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

<PAGE>

SECTION 5.7. LIMITATION ON SUITS.

No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of not less than 25% in principal amount of the
Outstanding Securities 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;

(3) such Holder or Holders have offered to the Trustee, and if
requested, shall have provide, reasonable indemnity against the costs, expenses
and liabilities to be incurred in compliance with such request;

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

(5) 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
principal amount of the Outstanding Securities, it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to
affect, disturb or prejudice the rights of any other of such Holders, or to
obtain or seek to obtain priority or preference over any other of such Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.

SECTION 5.8. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST AND TO CONVERT.

Notwithstanding any other provision in this Indenture, but subject to the
provisions of Article XIII, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of,
premium, if any, and (subject to Section 3.7) interest (including Liquidated
Damages, if any) on such Security on the respective Stated Maturities expressed
in such Security (or, in the case of redemption or repurchase, on the Redemption
Date or Repurchase Date, as the case may be), and to convert such Security in
accordance with Article XII, and to institute suit for the enforcement of any
such payment and right to convert, and such rights shall not be impaired without
the consent of such Holder.

<PAGE>

SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.

Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Securities is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

SECTION 5.11. DELAY OR OMISSION NOT WAIVER.

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

SECTION 5.12. CONTROL BY HOLDERS OF SECURITIES.

The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee, PROVIDED that

(1) such direction shall not be in conflict with any rule of law or
with this Indenture, and

(2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and

<PAGE>

(3) the Trustee need not take any action which might involve it in
personal liability or be unjustly prejudicial to the Holders of Securities not
consenting.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

The Holders, either (i) through the written consent of not less than a
majority in principal amount of the Outstanding Securities or (ii) by the
adoption of a resolution, at a meeting of Holders of the Outstanding Securities
at which a quorum is present, by the Holders of at least 66-2/3% in principal
amount of the Outstanding Securities represented at such meeting, may on behalf
of the Holders of all the Securities waive any past default hereunder and its
consequences, except a default (A) in the payment of the principal of, premium,
if any, or interest (including Liquidated Damages) on any Security, or (B) in
respect of a covenant or provision hereof which under Article VIII cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected.

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

SECTION 5.14. UNDERTAKING FOR COSTS.

All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.14 shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities, or to any suit instituted by any Holder of
any Security for the enforcement of the payment of the principal of, premium, if
any, or interest on any Security on or after the respective Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repurchase, on or after the Redemption Date or Repurchase Date, as the case may
be) or for the enforcement of the right to convert any Security in accordance
with Article XII.

SECTION 5.15. WAIVER OF STAY, USURY OR EXTENSION LAWS.

The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, usury or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and

<PAGE>

covenants that it will not hinder, delay or impede by reason of such law the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

ARTICLE VI

THE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

(i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, 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, but 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 not to verify the contents thereof.

(2) In case 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 man would exercise or use under the circumstances in the conduct of his
own affairs.

(3) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that

(i) this paragraph (3) shall not be construed to limit the
effect of paragraph (1) of this Section;

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

(iii) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in principal amount of the Outstanding
Securities relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or

<PAGE>

power conferred upon the Trustee, under this Indenture; and

(iv) no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

SECTION 6.2. NOTICE OF DEFAULTS.

Within 90 days after the occurrence of any default hereunder as to which
the Trustee has received written notice, the Trustee shall give to all Holders
of Securities, in the manner provided in Section 1.6, notice of such default,
unless such default shall have been cured or waived; PROVIDED, HOWEVER, that,
except in the case of a default in the payment of the principal of, premium, if
any, or interest on any Security the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or
a trust committee of directors or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders; and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 5.1(4), no such notice to Holders of Securities shall be
given until at least 60 days after the occurrence thereof or, if applicable, the
cure period specified therein. For the purpose of this Section, the term
"default" means any event which is, or after notice or lapse of time or both
would become, an Event of Default.

SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.1:

(1) the Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, other
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of indebtedness or
other paper or document (collectively, the "Documents") believed by it to be
genuine and to have been signed or presented by the proper party or parties, and
the Trustee need not investigate any fact or matter stated in such Documents;

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

(3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder,

<PAGE>

the Trustee (unless other evidence be the one specifically prescribed) may,
in the absence of bad faith on its part, request and rely upon an Officers'
Certificate or Opinion of Counsel;

(4) 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;

(5) 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 of Securities pursuant to this Indenture, unless such Holders
shall have offered, and, if requested by the Trustee, delivered, 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;

(6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney; and

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

SECTION 6.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

The recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture, of
the Securities or of the Common Stock issuable upon the conversion of the
Securities. The Trustee shall not be accountable for the use or application by
the Company of Securities or the proceeds thereof.

SECTION 6.5. MAY HOLD SECURITIES, ACT AS TRUSTEE UNDER OTHER INDENTURES.

The Trustee, any Authenticating Agent, any Paying Agent, any Conversion
Agent or any other agent of the Company or the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Conversion Agent or such other
agent.

<PAGE>

The Trustee may become and act as trustee under other indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding in the same manner as if it were not
Trustee hereunder.

SECTION 6.6. MONEY HELD IN TRUST.

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

SECTION 6.7. COMPENSATION AND REIMBURSEMENT.

The Company agrees

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

(2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee (including costs and expenses of enforcing this
Indenture and defending itself against any claim (whether asserted by the
Company, any Holder of Securities or any other Person) or liability in
connection with the exercise of any of its powers or duties hereunder) in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence or bad faith; and

(3) to indemnify the Trustee (and its directors, officers, employees
and agents) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust, including the
reasonable costs, expenses and reasonable attorneys' fees of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.1(6) or Section 5.1(7), the expenses
(including the reasonable charges of its counsel) and the compensation for the
services are intended to constitute expenses of the administration under any
applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.

<PAGE>

SECTION 6.8. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such, having (or
being part of a holding company with) a combined capital and surplus of at least
U.S. $50,000,000, subject to supervision or examination by federal or state
authority, and in good standing. The Trustee or an Affiliate of the Trustee
shall maintain an established place of business in the Borough of Manhattan, The
City of New York. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article and a successor shall be
appointed pursuant to Section 6.9.

SECTION 6.9. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

(1) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.10.

(2) The Trustee may resign at any time by giving written notice
thereof to the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(3) The Trustee may be removed at any time by an Act of the Holders of
a majority in principal amount of the Outstanding Securities, delivered to the
Trustee and the Company. If the instrument of acceptance by a successor Trustee
required by Section 6.10 shall not have been delivered to the Trustee within 30
days after the giving of such notice of removal, the removed Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(4) If at any time:

(i) the Trustee shall cease to be eligible under Section 6.8
and shall fail to resign after written request therefor by the Company or by any
Holder of a Security who has been a bona fide Holder of a Security for at least
six months, or

(ii) the Trustee shall become incapable of acting or shall be
adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case (i) the Company by a

<PAGE>

Board Resolution may remove the Trustee, or (ii) subject to Section 5.14, any
Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

(5) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee and
shall comply with the applicable requirements of this Section and Section 6.10.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.10, become the successor Trustee
and supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders of Securities
and accepted appointment in the manner required by this Section and Section
6.10, any Holder of a Security who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

(6) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 1.6. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 6.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and 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; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.

No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be eligible under this Article.

SECTION 6.11. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

<PAGE>

Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee (including the trust created by this Indenture), shall
be the successor of the Trustee hereunder, provided such corporation shall be
otherwise eligible under this Article, without the execution or filing of any
paper or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

SECTION 6.12. AUTHENTICATING AGENTS.

The Trustee may, with the consent of the Company, appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon exchange or substitution pursuant to this
Indenture.

Securities authenticated by an Authenticating Agent shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder, and every reference in
this Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be subject to acceptance
by the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to act as Authenticating
Agent and subject to supervision or examination by government or other fiscal
authority. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.12, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section 6.12.

Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 6.12, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at

<PAGE>

any time such Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section 6.12, the Trustee may appoint a successor
Authenticating Agent which shall be subject to acceptance by the Company. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this Section 6.12.

The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section 6.12.

If an Authenticating Agent is appointed with respect to the Securities
pursuant to this Section 6.12, the Securities may have endorsed thereon, in
addition to or in lieu of the Trustee's certification of authentication, an
alternative certificate of authentication in the following form:

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

[_____________________________________],
as Trustee

By:
------------------------------------
As Authenticating Agent

By:
------------------------------------
Authorized Signatory

SECTION 6.13. DISQUALIFICATION; CONFLICTING INTERESTS.

If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 6.14. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

ARTICLE VII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

<PAGE>

SECTION 7.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into which
the Company is merged, or the Person which acquires by conveyance or transfer,
or which leases the properties and assets of the Company substantially as an
entirety, shall be a corporation, limited liability company, partnership or
trust, shall be organized and validly existing under the laws of the United
States of America, any State thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of, premium, if any, and interest (including Liquidated
Damages, if any) on all of the Securities as applicable, and the performance or
observance of every covenant of this Indenture on the part of the Company to be
performed or observed and shall have provided for conversion rights in
accordance with Article XII;

(2) immediately after giving effect to such transaction, no Event of
Default, and no event that after notice or lapse of time or both, would become
an Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and, if a supplemental indenture is required in
connection with such transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with, together with any documents required under
Section 8.3.

SECTION 7.2. SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company into
any other Person or any conveyance, transfer or lease of all or substantially
all the properties and assets of the Company in accordance with Section 7.1, the
successor Person formed by such consolidation or into or with which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

<PAGE>

ARTICLE VIII

SUPPLEMENTAL INDENTURES

SECTION 8.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF SECURITIES.

Without the consent of any Holders of Securities the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto for any of the
following purposes:

(1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants and obligations of the
Company herein and in the Securities as permitted by this Indenture; or

(2) to add to the covenants of the Company for the benefit of the
Holders of Securities or to surrender any right or power herein conferred upon
the Company; or

(3) to secure the Securities; or

(4) to make provision with respect to the conversion rights of Holders
of Securities pursuant to Section 12.11 or to make provision with respect to the
repurchase rights of Holders of Securities pursuant to Section 14.5; or

(5) to make any changes or modifications to this Indenture necessary
in connection with the registration of any Registrable Securities under the
Securities Act as contemplated by Section 10.11, provided such action pursuant
to this clause (5) shall not adversely affect the interests of the Holders of
Securities; or

(6) to comply with the requirements of the Trust Indenture Act or the
rules and regulations of the Commission thereunder in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act, as
contemplated by this Indenture or otherwise; or

(7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee; or

(8) subject to Section 13.12, to make any change in Article XIII that
would limit or terminate the benefits available to any holder of Senior
Indebtedness under such Article; or

(9) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein or which is
otherwise defective, or to make any other provisions with respect to matters or
questions arising under this Indenture as the Company and the Trustee may deem
necessary or desirable, PROVIDED such action pursuant to this clause (9) shall
not adversely affect the interests of the Holders of Securities in any material
respect.

<PAGE>

Upon Company Request, accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and subject to and upon receipt by
the Trustee of the documents described in Section 8.3 hereof, the Trustee shall
join with the Company in the execution of any supplemental indenture authorized
or permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained.

SECTION 8.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF SECURITIES.

With either (i) the written consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities, by the Act of said
Holders delivered to the Company and the Trustee, or (ii) by the adoption of a
resolution, at a meeting of Holders of the Outstanding Securities at which a
quorum is present, by the Holders of at least 66-2/3% in principal amount of the
Outstanding Securities represented at such meeting, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent or affirmative vote of the Holder of each Outstanding Security
affected thereby,

(1) change the Stated Maturity of the principal of, or any installment
of interest on, any Security, or reduce the principal amount of, or the premium,
if any, or the rate of interest payable thereon (including Liquidated Damages),
or reduce the amount payable upon a redemption or mandatory repurchase, or
change the place or currency of payment of the principal of, premium, if any, or
interest on any Security (including any payment of Liquidated Damages or
Redemption Price or Repurchase Price in respect of such Security) or impair the
right to institute suit for the enforcement of any payment in respect of any
Security on or after the Stated Maturity thereof (or, in the case of redemption
or any repurchase, on or after the Redemption Date or Repurchase Date, as the
case may be) or, except as permitted by Section 12.11, adversely affect the
right of Holders to convert any Security as provided in Article XII, or modify
the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders; or

(2) reduce the requirements of Section 9.4 for quorum or voting, or
reduce the percentage in principal amount of the Outstanding Securities the
consent of whose Holders is required for any such supplemental indenture or the
consent of whose Holders is required for any waiver (of compliance with certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture; or

(3) modify the obligation of the Company to maintain an office or
agency in the Borough of Manhattan, The City of New York, pursuant to Section
10.2; or

(4) modify any of the provisions of this Section or Section 5.13 or
10.12, except to increase any percentage contained herein or therein or to
provide that certain other provisions of

<PAGE>

this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; or

(5) modify the provisions of Article XIV in a manner adverse to the
Holders; or

(6) modify any of the provisions of Section 10.9 in a manner adverse
to the Holders or Section 10.10.

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

SECTION 8.3. EXECUTION OF SUPPLEMENTAL INDENTURES.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture, and that such supplemental
indenture has been duly authorized, executed and delivered by the Company and
constitutes a valid and legally binding obligation of the Company enforceable
against the Company in accordance with its terms. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 8.4. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 8.5. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

SECTION 8.6. NOTICE OF SUPPLEMENTAL INDENTURES.

Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 8.2, the Company
shall give notice to all Holders

<PAGE>

of Securities of such fact, setting forth in general terms the substance of
such supplemental indenture, in the manner provided in Section 1.6. Any
failure of the Company to give such notice, or any defect therein, shall not
in any way impair or affect the validity of any such supplemental indenture.

ARTICLE IX

MEETINGS OF HOLDERS OF SECURITIES

SECTION 9.1. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

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

SECTION 9.2. CALL, NOTICE AND PLACE OF MEETINGS

(1) The Trustee may at any time call a meeting of Holders of
Securities for any purpose specified in Section 9.1, to be held at such time and
at such place in the Borough of Manhattan, The City of New York, as the Trustee
shall determine. Notice of every meeting of Holders of Securities, setting forth
the time and the place of such meeting and in general terms the action proposed
to be taken at such meeting, shall be given, in the manner provided in Section
1.6, not less than 21 nor more than 180 days prior to the date fixed for the
meeting.

(2) In case at any time the Company, pursuant to a Board Resolution,
or the Holders of at least 10% in principal amount of the Outstanding Securities
shall have requested the Trustee to call a meeting of the Holders of Securities
for any purpose specified in Section 9.1, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities in the
amount specified, as the case may be, may determine the time and the place in
the Borough of Manhattan, The City of New York, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in paragraph
(1) of this Section.

SECTION 9.3. PERSONS ENTITLED TO VOTE AT MEETINGS.

To be entitled to vote at any meeting of Holders of Securities, a Person
shall be (i) a Holder of one or more Outstanding Securities, or (ii) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of

<PAGE>

Holders shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 9.4. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the
Outstanding Securities shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Securities, be dissolved. In any other
case, the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting (subject to repeated applications of this sentence). Notice of
the reconvening of any adjourned meeting shall be given as provided in Section
9.2(1), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage of
the principal amount of the Outstanding Securities which shall constitute a
quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for
a lack of a quorum, the Persons entitled to vote 25% in principal amount of the
Outstanding Securities at the time shall constitute a quorum for the taking of
any action set forth in the notice of the original meeting.

At a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso to Section 8.2 and except to the extent Section 10.12
requires a different vote) shall be effectively passed and decided if passed or
decided by the lesser of (i) the Holders of not less than a majority in
principal amount of Outstanding Securities and (ii) the Persons entitled to vote
not less than 66-2/3% in principal amount of Outstanding Securities represented
and entitled to vote at such meeting.

Any resolution passed or decisions taken at any meeting of Holders of
Securities duly held in accordance with this Section shall be binding on all the
Holders of Securities whether or not present or represented at the meeting. The
Trustee shall, in the name and at the expense of the Company, notify all the
Holders of Securities of any such resolutions or decisions pursuant to Section
1.6.

SECTION 9.5. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

(1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities in regard to proof of the holding of Securities
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies,

<PAGE>

certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 1.4 and the
appointment of any proxy shall be proved in the manner specified in Section
1.4 or by having the signature of the Person executing the proxy guaranteed
by any bank, broker or other eligible institution participating in a
recognized medallion signature guarantee program.

(2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman (which may be the Trustee) of the meeting, unless the meeting
shall have been called by the Company or by Holders of Securities as provided in
Section 9.2(1), in which case the Company or the Holders of Securities calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the Persons entitled to vote a majority in principal amount
of the Outstanding Securities represented at the meeting.

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

(4) Any meeting of Holders of Securities duly called pursuant to
Section 9.2 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities represented at the meeting, and the meeting may be held as so
adjourned without further notice.

SECTION 9.6. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts at Stated Maturity and serial numbers of the Outstanding
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports
of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more Persons having knowledge of the facts setting forth a copy of
the notice of the meeting and showing that said notice was given as provided
in Section 9.2 and, if applicable, Section 9.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

<PAGE>

ARTICLE X

COVENANTS

SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company covenants and agrees that it will duly and punctually pay the
principal of and premium, if any, and interest (including Liquidated Damages, if
any) on the Securities in accordance with the terms of the Securities and this
Indenture. The Company will deposit or cause to be deposited with the Trustee,
no later than the opening of business on the date of the Stated Maturity of any
Security or no later than the opening of business on the due date for any
installment of interest, all payments so due, which payments shall be in
immediately available funds on the date of such Stated Maturity or due date, as
the case may be.

SECTION 10.2. MAINTENANCE OF OFFICES OR AGENCIES.

The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where the Securities may be surrendered for
registration of transfer or exchange or for presentation for payment or for
conversion, redemption or repurchase and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by
the Trustee. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the office or agency of the Trustee in the Borough of
Manhattan, The City of New York.

The Company may at any time and from time to time vary or terminate the
appointment of any such agent or appoint any additional agents for any or all of
such purposes; provided, however, that until all of the Securities have been
delivered to the Trustee for cancellation, or moneys sufficient to pay the
principal of, premium, if any, and interest on the Securities have been made
available for payment and either paid or returned to the Company pursuant to the
provisions of Section 10.3, the Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency where Securities may be
presented or surrendered for payment and conversion, 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 will give prompt written notice to the Trustee, and
notice to the Holders in accordance with Section 1.6, of the appointment or
termination of any such agents and of the location and any change in the
location of any such office or agency.

The Company hereby initially designates the Trustee as Paying Agent,
Security Registrar and Conversion Agent, and each of the Corporate Trust Office
of the Trustee and the office or agency of the Trustee in the Borough of
Manhattan, The City of New York, located at 770

<PAGE>

Broadway, 13th Floor, New York, New York 10003, one such office or agency of
the Company for each of the aforesaid purposes.

SECTION 10.3. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

If the Company shall act as its own Paying Agent, it will, on or before
each due date of the principal of, premium, if any, or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, premium, if any, or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and the Company will promptly notify the Trustee of its
action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it will, no
later than the opening of business on each due date of the principal of,
premium, if any, or interest on any Securities, deposit with the Trustee a sum
in funds immediately payable on the payment date sufficient to pay the
principal, premium, if any, or interest so becoming due, such sum to be held for
the benefit of the Persons entitled to such principal, premium, if any, or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of any failure so to act.

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

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

(2) give the Trustee notice of any default by the Company (or any
other obligor upon the Securities) in the making of any payment of principal,
premium, if any, or interest; and

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

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has

<PAGE>

become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security 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.

SECTION 10.4. EXISTENCE.

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

SECTION 10.5. MAINTENANCE OF PROPERTIES.

The Company will cause all properties used or useful in the conduct of
its business or the business of any Significant Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Significant Subsidiary and not
disadvantageous in any material respect to the Holders.

SECTION 10.6. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge, or cause to be paid or discharged,
before the same may become delinquent, (i) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Significant
Subsidiary or upon the income, profits or property of the Company or any
Significant Subsidiary, (ii) all claims for labor, materials and supplies
which, if unpaid, might by law become a lien or charge upon the property of
the Company or any Significant Subsidiary, and (iii) all stamps and other
duties, if any, which may be imposed by the United States or any political
subdivision thereof or therein in connection with the issuance, transfer,
exchange or conversion of any Securities or with respect to this Indenture;
provided, however, that, in the case of clauses (i) and (ii), the Company
shall not be required to pay or discharge or cause to be paid or discharged
any such tax, assessment, charge or claim (A) if the failure to do so will
not, in the aggregate, have a material adverse impact on the Company, or (B)
if the amount, applicability or validity is being contested in good faith by
appropriate proceedings.

<PAGE>

SECTION 10.7. REGISTRATION AND LISTING.

The Company (i) will effect all registrations with, and obtain all
approvals by, all governmental authorities that may be necessary under any
United States Federal or state law (including the Securities Act, the Exchange
Act and state securities and Blue Sky laws) before the shares of Common Stock
issuable upon conversion of Securities are issued and delivered, and qualified
or listed as contemplated by clause (ii) (it being understood that the Company
shall not be required to register the Securities under the Securities Act,
except pursuant to the Registration Rights Agreement referred to in Section
10.11); and (ii) will qualify the shares of Common Stock required to be issued
and delivered upon conversion of Securities, prior to such issuance or delivery,
for listing on the New York Stock Exchange or, if the Common Stock is not then
listed on the New York Stock Exchange, list the Common Stock on each national
securities exchange or quotation system on which outstanding Common Stock is
listed or quoted at the time of such delivery.

Nothing in this Section will limit the application of Section 10.11.

SECTION 10.8. STATEMENT BY OFFICERS AS TO DEFAULT.

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

The Company will deliver to the Trustee, forthwith upon becoming aware of
any default in the performance or observance of any covenant, agreement or
condition contained in this Indenture, or any Event of Default, an Officers'
Certificate specifying with particularity such default or Event of Default and
further stating what action the Company has taken, is taking or proposes to take
with respect thereto.

Any notice required to be given under this Section 10.8 shall be
delivered to the Trustee at its Corporate Trust Office.

SECTION 10.9. DELIVERY OF CERTAIN INFORMATION.

At any time when the Company is not subject to Section 13 or 15(d) of the
Exchange Act, upon the request of a Holder of a Restricted Security or the
holder of shares of Common Stock issued upon conversion thereof, the Company
will promptly furnish or cause to be furnished Rule 144A Information (as defined
below) to such Holder of Restricted Securities or such holder of shares of
Common Stock issued upon conversion of Restricted Securities, or to a
prospective purchaser of any such security designated by any such Holder or
holder, as the case may be, to the

<PAGE>

extent required to permit compliance by such Holder or holder with Rule 144A
under the Securities Act (or any successor provision thereto) in connection
with the resale of any such security; provided, however, that the Company
shall not be required to furnish such information in connection with any
request made on or after the date which is two years from the later of (i)
the date such a security (or any such predecessor security) was last acquired
from the Company or (ii) the date such a security (or any such predecessor
security) was last acquired from an "affiliate" of the Company within the
meaning of Rule 144 under the Securities Act (or any successor provision
thereto). "Rule 144A Information" shall be such information as is specified
pursuant to Rule 144A(d)(4) under the Securities Act (or any successor
provision thereto).

SECTION 10.10. RESALE OF CERTAIN SECURITIES.

During the period beginning on the last date of original issuance of the
Securities and ending on the date that is two years from such date (or such
shortened period under Rule 144(k) under the Securities Act or any successor
rule), the Company will not, and will not permit any of its subsidiaries or
other "affiliates" (as defined under Rule 144 under the Securities Act or any
successor provision thereto) to, resell (i) any Securities which constitute
"restricted securities" under Rule 144 or (ii) any securities into which the
Securities have been converted under this Indenture which constitute "restricted
securities" under Rule 144, that in either case have been reacquired by any of
them. The Trustee shall have no responsibility in respect of the Company's
performance of its agreement in the preceding sentence.

SECTION 10.11. REGISTRATION RIGHTS.

The Company agrees that the Holders from time to time of Registrable
Securities (as defined below) are entitled to the benefits of a Registration
Rights Agreement, dated as of March 17, 1998 (the "Registration Rights
Agreement"), executed by the Company. Pursuant to the Registration Rights
Agreement, the Company has agreed for the benefit of the holders from time to
time of the Registrable Securities that it will, at its expense, (i) within 90
days after the Issue Date (as defined below) of the Securities, file a shelf
registration statement (the "Shelf Registration Statement") with the Commission
with respect to resales of the Registrable Securities, (ii) use its reasonable
efforts to cause such Shelf Registration Statement to be declared effective by
the Commission within 180 days after the Issue Date of the Securities and (iii)
use its reasonable efforts to maintain such Shelf Registration Statement
effective under the Securities Act until the second annual anniversary of the
Issue Date or such earlier date as is provided in the Registration Rights
Agreement (the "Effectiveness Period"). The Company will be permitted to suspend
the use of the prospectus which is a part of the Shelf Registration Statement
during certain periods of time as provided in the Registration Rights Agreement.

If (i) on or prior to 90 days following the Issue Date of the Securities,
a Shelf Registration Statement has not been filed with the Commission, or (ii)
on or prior to the 180th day following the Issue Date of the Securities, such
Shelf Registration Statement is not declared effective (each, a "Registration
Default"), additional interest ("Liquidated Damages") will accrue on the
Restricted Securities from and including the day following such Registration
Default to but excluding the day

<PAGE>

on which such Registration Default has been cured. Liquidated Damages will be
paid semi-annually in arrears, with the first semi-annual payment due on the
first Interest Payment Date in respect of the Restricted Securities following
the date on which such Liquidated Damages begin to accrue, and will accrue at
a rate per annum equal to an additional one-quarter of one percent (0.25%) of
the principal amount of the Restricted Securities to and including the 90th
day following such Registration Default and at a rate per annum equal to
one-half of one percent (0.50%) thereof from and after the 91st day following
such Registration Default. Pursuant to the Registration Rights Agreement, in
the event that the Shelf Registration Statement ceases to be effective (or
the Holders of Registrable Securities are otherwise prevented or restricted
by the Company from effecting sales pursuant thereto) during the
Effectiveness Period for more than 60 days, whether or not consecutive,
during any 12-month period (an "Effective Failure"), then the interest rate
borne by the Restricted Securities shall increase by an additional one-half
of one percent (0.50%) per annum on the 61st day of the applicable 12-month
period to but excluding the day on which (i) the Effective Failure is cured
or (ii) the Effectiveness Period expires.

Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of, premium, if any, or interest on, or in respect of,
any Security, such mention shall be deemed to include mention of the payment of
Liquidated Damages provided for in this Section to the extent that, in such
context, Liquidated Damages are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
Liquidated Damages (if applicable) in any provisions hereof shall not be
construed as excluding Liquidated Damages in those provisions hereof where such
express mention is not made.

For the purposes of the Registration Rights Agreement, "Registrable
Securities" means all or any portion of the Restricted Securities issued from
time to time under this Indenture and the shares of Common Stock issuable upon
conversion or repurchase of such Restricted Securities except any such
Restricted Security or share of Common Stock issuable upon conversion or
repurchase thereof which (i) has been effectively registered under the
Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of such Rule 144 (or any successor provision thereto) or (iii)
otherwise has been transferred and a new Security or share of Common Stock not
subject to transfer restrictions under the Securities Act has been delivered by
or on behalf of the Company in accordance with Section 3.5 of this Indenture.

If a Security, or the shares of Common Stock issuable upon conversion of
a Security, is a Registrable Security, and the Holder thereof elects to sell
such Registrable Security pursuant to the Shelf Registration Statement then, by
its acceptance thereof, the Holder of such Registrable Security will have agreed
to be bound by the terms of the Registration Rights Agreement relating to the
Registrable Securities which are the subject of such election.

For the purposes of the Registration Rights Agreement, the term "Holder"
includes any Person that has a beneficial interest in any Restricted Global
Security or any beneficial interest in a global security representing shares of
Common Stock issuable upon conversion of a Security.

75
<PAGE>

SECTION 10.12. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or condition set forth in Sections 10.4 to 10.6, inclusive (other than
a covenant or condition which under Article VIII cannot be modified or amended
without the consent of the Holder of each Outstanding Security affected), if
before the time for such compliance the Holders shall, through the written
consent of, or the adoption of a resolution at a meeting of Holders of the
Outstanding Securities at which a quorum is present by, not less than a majority
in principal amount of the Outstanding Securities, either waive such compliance
in such instance or generally waive compliance with such covenant or condition,
but no such waiver shall extend to or affect such covenant or condition cxcept
to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee or any
Paying or Conversion Agent in respect of any such covenant or condition shall
remain in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 11.1. RIGHT OF REDEMPTION.

The Securities may be redeemed in accordance with the provisions of the
form of Securities set forth in Section 2.2.

SECTION 11.2. APPLICABILITY OF ARTICLE.

Redemption of Securities at the election of the Company or otherwise, as
permitted or required by any provision of the Securities or this Indenture,
shall be made in accordance with such provision and this Article XI.

SECTION 11.3. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of any of the Securities, the Company shall, at least 30 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date.

SECTION 11.4. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected by the Trustee within five Business
Days after it receives the notice described in 11.3, from the Outstanding
Securities not previously called for redemption, by lot or by such other method
as the Trustee may deem fair and appropriate.

<PAGE>

If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the
Security so selected, the converted portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been converted during a selection of Securities to be redeemed may be treated by
the Trustee as Outstanding for the purpose of such selection. The Trustee shall
promptly notify the Company and each Security Registrar in writing of the
securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

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

SECTION 11.5. NOTICE OF REDEMPTION.

Notice of redemption shall be given in the manner provided in
Section 1.6 to the Holders of Securities to be redeemed not less than 30 nor
more than 60 days prior to the Redemption Date, and such notice shall be
irrevocable.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, and accrued interest, if any,

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

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

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

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

In case of a partial redemption, the notice shall specify the serial and
CUSIP numbers (if any) and the portions thereof called for redemption and that
transfers and exchanges may occur on or prior to the Redemption Date.

<PAGE>

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

SECTION 11.6. DEPOSIT OF REDEMPTION PRICE.

On or prior to the Redemption Date, the Company shall deposit with the
Trustee (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 10.3) an amount of money (which shall be in
immediately available funds on such Redemption Date) sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date other than any Securities called for redemption on that date which
have been converted prior to the date of such deposit.

If any Security called for redemption is converted, any money deposited
with the Trustee or so segregated and held in trust for the redemption of such
Security shall (subject to any right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of
Section 3.7) be paid to the Company on Company Request or, if then held by the
Company, shall be discharged from such trust.

SECTION 11.7. SECURITIES PAYABLE ON REDEMPTION DATE.

Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price, including accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
Security for redemption in accordance with said notice such Security shall be
paid by the Company at the Redemption Price together with accrued and unpaid
interest to the Redemption Date; provided, however, that installments of
interest on Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such on the relevant Record Date according
to their terms and the provisions of Section 3.7.

If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal amount of, premium, if any, and, to the
extent permitted by applicable law, accrued interest on such Security shall,
until paid, bear interest from the Redemption Date at a rate of 4% per annum and
such Security shall remain convertible until the Redemption Price of such
Security (or portion thereof, as the case may be) shall have been paid or duly
provided for.

Any Security which is to be redeemed only in part shall be surrendered at
the Corporate Trust Office or an office or agency of the Company designated for
that purpose pursuant to Section 10.2 (with, if the Company or the Trustee so
requires, due endorsement by, or a written

<PAGE>

instrument of transfer in form satisfactory to the Company and the Trustee
duly executed by, the Holder thereof or his attorney duly authorized in
writing), and the Company shall execute, and the Trustee shall authenticate
and make available for delivery to the Holder of such Security without
service charge, a new Security or Securities, of any authorized denomination
as requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

SECTION 11.8. CONVERSION ARRANGEMENT ON CALL FOR REDEMPTION.

In connection with any redemption of Securities, the Company may arrange
for the purchase and conversion of any Securities by an agreement with one or
more investment bankers or other purchasers (the "Purchasers") to purchase such
securities by paying to the Trustee in trust for the Holders, on or before the
Redemption Date, an amount not less than the applicable Redemption Price,
together with interest accrued to the Redemption Date, of such Securities.
Notwithstanding anything to the contrary contained in this Article XI, the
obligation of the Company to pay the Redemption Price, together with interest
accrued to the Redemption Date, 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 (a copy of which shall be filed with the Trustee prior to the close
of business on the Business Day immediately prior to the Redemption Date), any
Securities called for redemption that are 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, and consistent with any agreement or agreements with
such Purchasers, to be acquired by such Purchasers from such Holders and
(notwithstanding anything to the contrary contained in Article XII) surrendered
by such Purchasers for conversion, all as of immediately prior to the close of
business on the Redemption Date (and the right to convert any such Securities
shall be extended through such time), subject to payment of the above amount as
aforesaid. At the direction of the Company, the Trustee shall hold and dispose
of any such amount paid to it by the Purchasers to the Holders in the same
manner as it would monies deposited with it by the Company for the redemption of
Securities. Without the Trustee's prior written consent, no arrangement between
the Company and such Purchasers for the purchase and conversion of any
Securities shall increase or otherwise affect any of the powers, duties,
responsibilities or obligations of the Trustee as set forth in this Indenture,
and the Company agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense arising out of or in connection with any
such arrangement for the purchase and conversion of any Securities between the
Company and such Purchasers, including the costs and expenses, including
reasonable legal fees, 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 this Indenture.

ARTICLE XII

CONVERSION OF SECURITIES

SECTION 12.1. CONVERSION PRIVILEGE AND CONVERSION RATE.

<PAGE>

Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security may be converted into fully paid
and nonassessable shares (calculated as to each conversion to the nearest
1/100th of a share) of Common Stock of the Company at the Conversion Rate,
determined as hereinafter provided, in effect at the time of conversion. Such
conversion right shall commence on the 90th day after the last original issuance
date of the Securities and expire at the close of business on March 15, 2005,
subject, in the case of conversion of any Global Security, to any Applicable
Procedures. In case a Security or portion thereof is called for redemption at
the election of the Company or the Holder thereof exercises his right to require
the Company to repurchase the Security, such conversion right in respect of the
Security, or portion thereof so called, shall expire at the close of business on
the Business Day prior to the Redemption Date or the Repurchase Date, as the
case may be, unless the Company defaults in making the payment due upon
redemption or repurchase, as the case may be (in each case subject as aforesaid
to any Applicable Procedures with respect to any Global Security).

The rate at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Rate") shall be initially 23.4432
shares of Common Stock for each U.S.$1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in this
Article XII.

SECTION 12.2. EXERCISE OF CONVERSION PRIVILEGE.

In order to exercise the conversion privilege, the Holder of any Security
to be converted shall surrender such Security, duly endorsed in blank, at any
office or agency of the Company maintained for that purpose pursuant to Section
10.2, accompanied by a duly signed conversion notice substantially in the form
set forth in Section 2.4 stating that the Holder elects to convert such Security
or, if less than the entire principal amount thereof is to be converted, the
portion thereof to be converted. Each Security surrendered for conversion (in
whole or in part) during the Record Date Period shall (except in the case of any
Security or portion thereof which has been called for redemption on a Redemption
Date, or is repurchasable on a Repurchase Date, occurring, in either case,
within such Record Date Period (including any Securities or portions thereof
called for redemption on a Redemption Date or submitted for repurchase on a
Repurchase Date that is a Regular Record Date or an Interest Payment Date, as
the case may be)) be accompanied by payment in New York Clearing House funds or
other funds acceptable to the Company of an amount equal to the interest payable
on such Interest Payment Date on the principal amount of such Security (or part
thereof, as the case may be) being surrendered for conversion. The interest so
payable on such Interest Payment Date with respect to any Security (or portion
thereof, if applicable) which has been called for redemption on a Redemption
Date, or is repurchasable on a Repurchase Date, occurring, in either case,
during the Record Date Period (including any securities or portions thereof
called for redemption on a Redemption Date or submitted for repurchase on a

<PAGE>

Repurchase Date that is a Regular Record Date or Interest Payment Date, as the
case may be), which Security (or portion thereof, if applicable) is surrendered
for conversion during the Record Date Period (or on the last Business Day prior
to the Regular Record Date or Interest Payment Date in the case of any Security
(or portion thereof, as the ease may be) called for redemption on a Redemption
Date or submitted for repurchase on a Repurchase Date on such Regular Record
Date or Interest Payment Date, as the case may be) shall be paid to the Holder
of such Security as of such Regular Record Date in an amount equal to the
interest that would have been payable on such Security if such Security had been
converted as of the close of business on such Interest Payment Date. The
interest so payable on such Interest Payment Date in respect of any Security (or
portion thereof, as the case may be) which has not been called for redemption on
a Redemption Date, or is not eligible for repurchase on a Repurchase Date,
occurring, in either case, during the Record Date Period, which Security (or
portion thereof, as the case may be) is surrendered for conversion during the
Record Date Period, shall be paid to the Holder of such Security as of such
Regular Record Date in an amount equal to the interest that would have been
payable on such Security if such Security had been converted as of the close of
business on such Interest Payment Date. Interest payable in respect of any
Security surrendered for conversion on or after an Interest Payment Date shall
be paid to the Holder of such Security as of the next preceding Regular Record
Date, notwithstanding the exercise of the right of conversion. Except as
provided in this paragraph and subject to the last paragraph of Section 3.7, no
cash payment or adjustment shall be made upon any conversion on account of any
interest accrued from the Interest Payment Date next preceding the conversion
date, in respect of any Security (or part thereof, as the case may be)
surrendered for conversion, or on account of any dividends on the Common Stock
issued upon conversion. The Company's delivery to the Holder of the number of
shares of Common Stock (and cash in lieu of fractions thereof, as provided in
this Indenture) into which a Security is convertible will be deemed to satisfy
the Company's obligation to pay the principal amount of the Security.

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

All shares of Common Stock delivered upon such conversion of Restricted
Securities shall bear restrictive legends substantially in the form of the
legends required to be set forth on the Restricted Securities pursuant to
Section 3.5 and shall be subject to the restrictions on transfer provided in
such legends. Neither the Trustee nor any agent maintained for the purpose of
such conversion shall have any responsibility for the inclusion or content of
any such restrictive legends on such Common Stock; provided, however, that the
Trustee or any agent maintained for the purpose of such conversion shall have
provided, to the Company or to the Company's transfer agent for such Common
Stock, prior to or concurrently with a request to the Company to deliver such
Common Stock, written notice that the Securities delivered for conversion are
Restricted Securities.

<PAGE>

In the case of any Security which is converted in part only, upon such
conversion the Company shall execute and the Trustee shall authenticate and
deliver to the Holder thereof, at the expense of the Company, a new Security or
Securities of authorized denominations in an aggregate principal amount equal to
the unconverted portion of the principal amount of such Security. A Security may
be converted in part, but only if the principal amount of such Security to be
converted is any integral multiple of U.S. $1,000 and the principal amount of
such security to remain Outstanding after such conversion is equal to U.S.
$1,000 or any integral multiple of $1,000 in excess thereof.

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

SECTION 12.3. FRACTIONS OF SHARES.

No fractional shares of Common Stock shall be issued upon conversion
of any Security or Securities. If more than one Security shall be surrendered
for conversion at one time by the same Holder, the number of full shares
which shall be issuable upon conversion thereof shall be computed on the
basis of the aggregate principal amount of the Securities (or specified
portions thereof) so surrendered. Instead of any fractional share of Common
Stock which would otherwise be issuable upon conversion of any Security or
Securities (or specified portions thereof), the Company shall calculate and
pay a cash adjustment in respect of such fraction (calculated to the nearest
1/100th of a share) in an amount equal to the same fraction of the Closing
Price Per Share at the close of business on the day of conversion.

SECTION 12.4. ADJUSTMENT OF CONVERSION RATE.

The Conversion Rate shall be subject to adjustments from time to time as
follows:

(1) In case the Company shall pay or make a dividend or other
distribution on shares of any class of capital stock payable in shares of Common
Stock, the Conversion Rate in effect at the opening of business on the day
following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution shall be increased by dividing such
Conversion Rate by a fraction of which the numerator shall be the number of
shares of Common Stock and outstanding at the close of business on the date
fixed for such determination and the denominator shall be the sum of such number
of shares and the total number of shares constituting such dividend or other
distribution, such increase to become effective immediately after the opening of
business on the day following the date fixed for such determination. If, after
any such

<PAGE>

date fixed for determination, any dividend or distribution is not in
fact paid, the Conversion Rate shall be immediately readjusted, effective as of
the date the Board of Directors determines not to pay such dividend or
distribution, to the Conversion Rate that would have been in effect if such
determination date had not been fixed. For the purposes of this paragraph (1),
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.

(2) In case the Company shall issue rights, options or warrants to all
holders of its Common Stock entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the current market price per
share (determined as provided in paragraph (8) of this Section 12.4) of the
Common Stock on the date fixed for the determination of stockholders entitled to
receive such rights, options or warrants (other than any rights, options or
warrants that by their terms will also be issued to any Holder upon conversion
of a Security into shares of Common Stock without any action required by the
Company or any other Person), the Conversion Rate in effect at the opening of
business on the day following the date fixed for such determination shall be
increased by dividing such Conversion Rate by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the number of shares of
Common Stock which the aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or purchase would purchase at
such current market price and the denominator shall be the number of shares of
Common Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination. If, after any such date fixed for determination, any such rights,
options or warrants are not in fact issued, or are not exercised prior to the
expiration thereof, the Conversion Rate shall be immediately readjusted,
effective as of the date such rights, options or warrants expire, or the date
the Board of Directors determines not to issue such rights, options or warrants,
to the Conversion Rate that would have been in effect if the unexercised rights,
options or warrants had never been granted or such determination date had not
been fixed, as the case may be. For the purposes of this paragraph (2), 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 issue any rights, options or warrants in respect of
shares of Common Stock held in the treasury of the Company.

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

<PAGE>

become effective immediately after the opening of business on the day
following the day upon which such subdivision or combination becomes
effective.

(4) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness, shares of any
class of capital stock or other assets (including securities, but excluding (i)
any rights, options or warrants referred to in paragraph (2) of this Section,
(ii) any dividend or distribution paid exclusively in cash and (iii) any
dividend or distribution referred to in paragraph (1) of this Section, the
Conversion Rate shall be adjusted so that the same shall equal the rate
determined by dividing the Conversion Rate in effect immediately prior to the
close of business on the date fixed for the determination of stockholders
entitled to receive such distribution by a fraction of which the numerator shall
be the current market price per share (determined as provided in paragraph (8)
of this Section 12.4) of the Common Stock on the date fixed for such
determination less the then fair market value (as determined by the Board of
directors, whose determination shall be conclusive and described in a Board
Resolution filed with the Trustee) of the portion of the assets, shares or
evidences of indebtedness so distributed applicable to one share of Common Stock
and the denominator shall be such current market price per share of the Common
Stock, such adjustment to become effective immediately prior to the opining of
business on the day following the date fixed for the determination of
stockholders entitled to receive such distribution. If after any such date
fixed for determination, any such distribution is not in fact made, the
Conversion Rate shall be immediately readjusted, effective as of the date of the
Board of Directors determines not to make such distribution, to the Conversion
Rate that would have been in effect if such determination date had not been
fixed.

(5) In case the Company shall, by dividend or otherwise, distribute to
all holders of its Common Stock cash (excluding any cash that is distributed as
part of a distribution referred to in paragraph (4) of this Section) in an
aggregate amount that, combined together with (I) the aggregate amount of any
other cash 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 paragraph (5) has been made
and (II) the aggregate of any cash plus the fair market value (as determined by
the Board of Directors, whose determination shall be conclusive and described in
a Board Resolution) 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 paragraph (6) of
this Section 12.4 has bee made (the "combined cash and tender amount") exceeds
10% of the product of the current market price per share (determined as provided
in paragraph (8) of this Section 12.4) of the Common Stock on the date for the
determination of holders of shares of Common Stock entitled to receive such
distribution times the number of shares of Common Stock outstanding on such date
(the "aggregate current market price"), then, and in each such case, immediately
after the close of business on such date for determination, the Conversion Rate
shall be adjusted so that the same shall equal the rate determined by dividing
the Conversion Rate in effect immediately prior to the close of business on the
date fixed for determination of the stockholders entitled to receive such
distribution by a fraction (i) the numerator of which shall be equal to the
current

<PAGE>

market price per share (determined as provided in paragraph (8) of this
Section) of the Common Stock on the date fixed for such determination less an
amount equal to the quotient of (x) the excess of such combined cash and
tender amount over such aggregate current market price divided by (y) the
number of shares of Common Stock outstanding on such date for determination
and (ii) the denominator of which shall be equal to the current market price
per share (determined as provided in paragraph (8) of this Section 12.4) of
the Common Stock on such date fixed for determination.

(6) In case a tender offer made by the Company or any Subsidiary 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
determination shall be conclusive and described in a Board Resolution) that
combined together with (I) the aggregate of the cash plus the fair market value
(as determined by the Board of Directors, whose determination shall be
conclusive and described in a Board Resolution), as of the expiration of such
tender offer, of consideration payable in respect of any other tender offer by
the Company or any Subsidiary 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 paragraph (6) has been made
and (II) the aggregate amount of any cash distributions to all holders of the
Common Stock within 12 months preceding the expiration of such tender offer and
in respect of which no adjustment pursuant to paragraph (5) of this Section has
been made (the "combined tender and cash amount") exceeds 10% of the product of
the current market price per share of the Common Stock (determined as provided
in paragraph (8) of this Section 12.4) 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) as of 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 Rate shall be adjusted so that the same shall
equal the rate determined by dividing the Conversion Rate immediately prior to
close of business on the date of the Expiration Time by a fraction (i) the
numerator of which shall be equal to (A) the product of (I) the current market
price per share of the Common Stock (determined as provided in paragraph (8) of
this Section 12.4) on the date of the Expiration Time multiplied by (II) the
number of shares of Common Stock outstanding (including any tendered shares) on
the Expiration Time less (B) the combined tender and cash amount, and (ii) the
denominator of which shall be equal to the product of (A) the current market
price per share of the Common Stock (determined as provided in paragraph (8) of
this Section 12.4) as of the Expiration Time multiplied by (B) the number of
shares of Common Stock outstanding (including any tendered shares) as of the
Expiration Time less the number 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").

(7) The reclassification of Common Stock into securities other than
Common Stock (other than any reclassification upon a consolidation or merger to
which Section 12.11 applies)

<PAGE>

shall be deemed to involve (a) a distribution of such securities other than
Common Stock to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the determination
of stockholders entitled to receive such distribution" and "the date fixed
for such determination" within the meaning of paragraph (4) of this Section),
and (b) a subdivision or combination, as the case may be, of the number of
shares of Common Stock outstanding immediately prior to such reclassification
into the number of shares of Common Stock outstanding immediately thereafter
(and the effective date of such reclassification shall be deemed to be "the
day upon which such subdivision becomes effective" or "the day upon which
such combination becomes effective", as the case may be, and "the day upon
which such subdivision or combination becomes effective" within the meaning
of paragraph (3) of this Section 12.4).

(8) For the purpose of any computation under paragraphs (2), (4), (5)
or (6) of this Section 12.4, the current market price per share of Common Stock
on any date shall be calculated by the Company and be the average of the daily
Closing Prices Per Share for the five consecutive Trading Days selected by the
Company commencing not more than 10 Trading Days before, and ending not later
than the earlier of the day in question and the day before the "ex" date with
respect to the issuance or distribution requiring such computation. For purposes
of this paragraph, the term "'ex' date", when used with respect to any issuance
or distribution, means the first date on which the Common Stock trades regular
way in the applicable securities market or on the applicable securities exchange
without the right to receive such issuance or distribution.

(9) No adjustment in the Conversion Rate shall be required unless such
adjustment (plus any adjustments not previously made by reason of this paragraph
(9)) would require an increase or decrease of at least one percent in such rate;
provided, however, that any adjustments which by reason of this paragraph (9)
are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this Article shall be made to
the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(10) The Company may make such increases in the Conversion Rate, for
the remaining term of the Securities or any shorter term, in addition to those
required by paragraphs (1), (2), (3), (4), (5) and (6) of this Section 12.4, as
it considers to be advisable in order to avoid or diminish any income tax to any
holders of shares of Common Stock resulting from any dividend or distribution of
stock or issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for income tax purposes. The Company shall have
the power to resolve any ambiguity or correct any error in this paragraph (10)
and its actions in so doing shall, absent manifest error, be final and
conclusive.

(11) Notwithstanding the foregoing provisions of this Section, no
adjustment of the Conversion Rate shall be required to be made (a) upon the
issuance of shares of Common Stock pursuant to any present or future plan for
the reinvestment of dividends or (b) because of a tender or exchange offer of
the character described in Rule 13e-4(h)(5) under the Exchange Act or any
successor rule thereto.

<PAGE>

(12) To the extent permitted by applicable law, the Company from time
to time may increase the Conversion Rate by any amount for any period of time if
the period is at least twenty (20) days, the increase is irrevocable during such
period, and the Board of Directors shall have made a determination that such
increase would be in the best interests of the Company, which determination
shall be conclusive; provided, however, that no such increase shall be taken
into account for purposes of determining whether the Closing Price Per Share of
the Common Stock exceeds the Conversion Price by 105% in connection with an
event which would otherwise be a Change of Control pursuant to Section 14.4.
Whenever the Conversion Rate is increased pursuant to the preceding sentence,
the Company shall give notice of the increase to the Holders in the manner
provided in Section 1.6 at least fifteen (15) days prior to the date the
increased Conversion Rate takes effect, and such notice shall state the
increased Conversion Rate and the period during which it will be in effect.

SECTION 12.5. NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

Whenever the Conversion Rate is adjusted as herein provided:

(1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 12.4 and shall prepare a certificate signed by the Chief
Financial Officer of the Company setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which such adjustment is based, and
such certificate shall promptly be filed with the Trustee and with each
Conversion Agent; and

(2) upon each such adjustment, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted Conversion Rate shall be
required, and as soon as practicable after it is required, such notice shall be
provided by the Company to all Holders in accordance with Section 1.6.

Neither the Trustee nor any Conversion Agent shall be under any duty or
responsibility with respect to any such certificate or the information and
calculations contained therein, except to exhibit the same to any Holder of
Securities desiring inspection thereof at its office during normal business
hours.

SECTION 12.6. NOTICE OF CERTAIN CORPORATE ACTION.

In case:

(1) the Company shall declare a dividend (or any other distribution)
on its Common Stock payable (i) otherwise than exclusively in cash or (ii)
exclusively in cash in an amount that would require any adjustment pursuant to
Section 12.4; or

(2) the Company shall authorize the granting to all or substantially
all of the holders of its Common Stock of rights, options or warrants to
subscribe for or purchase any shares of capital stock of any class or of any
other rights; or

<PAGE>

(3) of any reclassification of the Common Stock, or of any
consolidation, merger or share exchange to which the Company is a party and for
which approval of any stockholders of the Company is required, or of the
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company; or

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

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.2, and shall
cause to be provided to all Holders in accordance with Section 1.6, at least 20
days (or 10 days in any case specified in clause (1) or (2) above) prior to the
applicable record or effective date hereinafter specified, a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution, rights, options or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights, options or warrants are to be determined or
(y) the date on which such reclassification, consolidation, merger, conveyance,
transfer, sale, lease, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such notice or the notice
referred to in the following paragraph nor any defect therein shall affect the
legality or validity of the proceedings described in clauses (1) through (4) of
this Section 12.6. If at the time the Trustee shall not be the conversion agent,
a copy of such notice shall also forthwith be filed by the Company with the
Trustee.

The Company shall cause to be filed at the Corporate Trust Office and
each office or agency maintained for the purpose of conversion of Securities
pursuant to Section 10.2, and shall cause to be provided to all Holders in
accordance with Section 1.6, notice of any tender offer by the Company or any
Subsidiary for all or any portion of the Common Stock at or about the time that
such notice of tender offer is provided to the public generally.

SECTION 12.7. COMPANY TO RESERVE COMMON STOCK.

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

SECTION 12.8. TAXES ON CONVERSIONS.

Except as provided in the next sentence, the Company will pay any and all
taxes and duties that may be payable in respect of the issue or delivery of
shares of Common Stock on conversion of Securities pursuant hereto. The Company
shall not, however, be required to pay any tax or

<PAGE>

duty which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that of the
Holder of the Security or Securities to be converted, and no such issue or
delivery shall be made unless and until the Person requesting such issue has
paid to the Company the amount of any such tax or duty, or has established to
the satisfaction of the Company that such tax or duty has been paid.

SECTION 12.9. COVENANT AS TO COMMON STOCK.

The Company agrees that all shares of Common Stock which may be delivered
upon conversion of Securities, upon such delivery, will have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 12.8, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

SECTION 12.10. CANCELLATION OF CONVERTED SECURITIES.

All Securities delivered for conversion shall be delivered to the Trustee
or its agent to be canceled by or at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.9.

SECTION 12.11. PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF
ASSETS.

In case of any consolidation or merger of the Company with or into any
other Person, any merger of another Person with or into the Company (other than
a merger which does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock of the Company) or any
conveyance, sale, transfer or lease of all or substantially all of the assets of
the Company, the Person formed by such consolidation or resulting from such
merger or which acquires such assets, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Security then Outstanding shall have the right thereafter, during the
period such Security shall be convertible as specified in Section 12.1, to
convert such Security only into the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by a holder of the number of shares of Common Stock of the
Company into which such Security might have been converted immediately prior to
such consolidation, merger, conveyance, sale, transfer or lease, assuming such
holder of Common Stock of the Company (i) is not (A) a Person with which the
Company consolidated or merged with or into or which merged into or with the
Company or to which such conveyance, sale, transfer or lease was made, as the
case may be (a "Constituent Person"), or (B) an Affiliate of a Constituent
Person and (ii) failed to exercise his rights of election, if any, as to the
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer or lease (provided that if the
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, conveyance, sale, transfer, or lease is not the same for
each share of Common Stock of the Company held immediately prior to such
consolidation, merger, conveyance, sale, transfer or lease by others than a
Constituent Person or an Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("Non-electing Share"), then for the
purpose of this Section

<PAGE>

12.11 the kind and amount of securities, cash and other property receivable
upon such consolidation, merger, conveyance, sale, transfer or lease by the
holders of each Non-electing Share shall be deemed to be the kind and amount
so receivable per share by a plurality of the Non-electing Shares), and
further assuming, if such consolidation, merger, conveyance, transfer, sale
or lease occurs prior to the 90th day following the last original issue date
of the Securities, that the Security was convertible at the time of such
occurrence at the Conversion Rate specified in Section 12.1 as adjusted from
the issue date of such Security to such time as provided in this Article XII.
Such supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Article. The above provisions of this Section 12.11 shall similarly
apply to successive consolidations, mergers, conveyances, sales, transfers or
leases. Notice of the execution of such a supplemental indenture shall be
given by the Company to the Holder of each Security as provided in Section
1.6 promptly upon such execution.

Neither the Trustee nor any Conversion Agent shall be under any
responsibility to determine the correctness of any provisions contained in any
such supplemental indenture relating either to the kind or amount of shares of
stock or other securities or property or cash receivable by Holders of
Securities upon the conversion of their Securities after any such consolidation,
merger, conveyance, transfer, sale or lease or to any such adjustment, but may
accept as conclusive evidence of the correctness of any such provisions, and
shall be protected in relying upon, an Opinion of Counsel with respect thereto,
which the Company shall cause to be furnished to the Trustee upon request.

SECTION 12.12. RIGHTS ISSUED IN RESPECT OF COMMON STOCK ISSUED UPON
CONVERSION.

Each share of Common Stock issued upon conversion of Securities pursuant to this
Article 12 shall be entitled to receive the appropriate number of Rights, if
any, and the certificates representing the Common Stock issued upon such
conversion shall bear such legends, if any, in each case as provided by and
subject to the terms of the Rights Agreement as in effect at the time of such
conversion. If the Rights are separated from the Common Stock in accordance
with the provisions of the Rights Agreement such that the Holders of Securities
would thereafter not be entitled to receive any such Rights in respect to the
Common Stock issuable upon conversion of such Securities, the Conversion Price
will be adjusted as provided in Section 12.4(2) on the Distribution Date;
PROVIDED that if such Rights expire, terminate or are redeemed by the Company,
the Conversion Price shall again be adjusted to be the Conversion Price which
would then be in effect if the separation of the rights and the Common Stock had
not occurred. In lieu of any such adjustment, the Company may amend the Rights
Agreement to provide that upon conversion of the Securities the Holders will
receive, in addition to the Common Stock issuable upon such conversion, the
Rights which would have attached to such shares of Common Stock if the Rights
had not become separated from the Common Stock pursuant to the provisions of the
Rights Agreement.

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

<PAGE>

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 not be deemed distributed for purposes of Section 12.4(2) until the
occurrence of the earliest Trigger Event. In addition, in the event of any
distribution of rights or warrants, or any Trigger Event with respect thereto,
that shall have resulted in an adjustment to the Conversion Price under Section
12.4(2), (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 of Common Stock with respect to such rights or
warrants (assuming such holder had retained such rights or warrants), made to
all holders of Common Stock as of the date of such redemption or repurchase, and
(2) in the case of any such rights or warrants all of which shall have expired
without exercise by any holder thereof, the Conversion Price shall be readjusted
as if such issuance had not occurred.

SECTION 12.13. RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

The Trustee, subject to the provisions of Section 6.1, and any Conversion
Agent shall not at any time be under any duty or responsibility to any Holder of
Securities to determine whether any facts exist which may require any adjustment
of the Conversion Rate, or with respect to the nature or extent 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, or
whether a supplemental indenture need be entered into. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
accountable with respect to the validity or value (or the kind or amount) of any
Common Stock, or of any other securities or property or cash, which may at any
time be issued or delivered upon the conversion of any Security; and it or they
do not make any representation with respect thereto. Neither the Trustee,
subject to the provisions of Section 6.1, nor any Conversion Agent shall be
responsible for any failure of the Company to make or calculate any cash payment
or to issue, transfer or deliver any shares of Common Stock or share
certificates or other securities or property or cash upon the surrender of any
Security for the purpose of conversion; and the Trustee, subject to the
provisions of Section 6.1, and any Conversion Agent shall not be responsible for
any failure of the Company to comply with any of the covenants of the Company
contained in this Article.

<PAGE>

ARTICLE XIII

SUBORDINATION OF SECURITIES

SECTION 13.1. SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article (subject to the provisions of
Article IV), the indebtedness represented by the Securities and the payment of
the principal of, or premium, if any, or interest (including Liquidated Damages,
if any) on, each and all of the Securities (including, but not limited to, the
Redemption Price with respect to the Securities to be called for redemption in
accordance with Article XI or the Repurchase Price with respect to Securities
submitted for repurchase in accordance with Article XIV), are hereby expressly
made subordinate and subject in right of payment to the prior payment in full of
all Senior Indebtedness.

SECTION 13.2. NO PAYMENT IN CERTAIN CIRCUMSTANCES, PAYMENT OVER OF
PROCEEDS UPON DISSOLUTION, ETC.

No payment shall be made with respect to the principal of, or premium, if
any, or interest (including Liquidated Damages, if any) on the Securities
(including, but not limited to, the Redemption Price with respect to the
Securities to be called for redemption in accordance with Article XI or the
Repurchase Price with respect to Securities submitted for repurchase in
accordance with Article XIV), except payments and distributions made by the
Trustee as permitted by Section 13.9, if:

(i) a default in the payment of principal, premium, if any, or
interest (including a default under any repurchase or redemption obligation) or
other amounts with respect to any Senior Indebtedness occurs and is continuing
(or, in the case of Senior Indebtedness for which there is a period of grace, in
the event of such a default that continues beyond the period of grace, if any,
specified in the instrument or lease evidencing such Senior Indebtedness) unless
and until such default shall have been cured or waived or shall have ceased to
exist; or

(ii) a default, other than a payment default, on any Designated Senior
Indebtedness occurs and is continuing that then permits holders of such
Designated Senior Indebtedness to accelerate its maturity and the Trustee
receives a notice of the default (a "Payment Blockage Notice") from a
Representative of Designated Senior Indebtedness or the Company.

If the Trustee receives any Payment Blockage Notice pursuant to clause
(ii) above, no subsequent Payment Blockage Notice shall be effective for
purposes of this Section unless and until (A) at least 365 days shall have
elapsed since the initial effectiveness of the immediately prior Payment
Blockage Notice, and (B) all scheduled payments of principal, premium, if any,
and interest on the Securities that have come due have been paid in full in
cash. No nonpayment

<PAGE>

default that existed or was continuing on the date of delivery of any Payment
Blockage Notice to the Trustee shall be, or be made, the basis for a
subsequent Payment Blockage Notice.

The Company may and shall resume payments on and distributions in respect
of the Securities upon the earlier of:

(1) the date upon which the default is cured or waived or ceases to
exist, or

(2) in the case of a default referred to in clause (ii) above, 179
days pass after notice is received if the maturity of such Designated Senior
Indebtedness has not been accelerated, unless this Article XIII otherwise
prohibits the payment or distribution at the time of such payment or
distribution.

In the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshaling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness in cash before the Holders of the Securities are entitled to
receive any payment on account of principal of (or premium, if any) or interest
(including any Liquidated Damages) on the Securities or on account of the
purchase, redemption or other acquisition of Securities, and to that end the
holders of Senior Indebtedness shall be entitled to receive, for application to
the payment thereof, any payment or distribution of any kind or character,
whether in cash, property or securities, which may be payable or deliverable in
respect of the Securities in any such case, proceeding, dissolution, liquidation
or other winding up or event.

In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Security shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, securities or other property, before all Senior Indebtedness is
paid in full, and if such fact shall, at or prior to the time of such payment or
distribution, have been made known to the Trustee or, as the case may be, such
Holder, then and in such event such payment or distribution shall be paid over
or delivered forthwith to the trustee in bankruptcy, receiver, liquidating
trustee, custodian, assignee, agent or other Person making payment or
distribution of assets of the Company for application to the payment of all
Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior
Indebtedness in full, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Indebtedness.

For purposes of this Article only, the words "cash, securities or other
property" shall not be deemed to include shares of capital stock of the Company
as reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or

<PAGE>

readjustment, which shares of stock or securities are subordinated in right
of payment to all then outstanding Senior Indebtedness to substantially the
same extent as, or to a greater extent than, the Securities are so
subordinated as provided in this Article. The consolidation of the Company
with, or the merger of the Company into, another Person or the liquidation or
dissolution of the Company following the conveyance or transfer of its
properties and assets substantially as an entirety to another Person upon the
terms and conditions set forth in Article VII shall not be deemed a
dissolution, winding up, liquidation, reorganization, assignment for the
benefit of creditors or marshaling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation
or into which the Company is merged or which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions set forth in Article VII.

In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment shall be paid over and
delivered forthwith to the Company, in the case of the Trustee, or the Trustee,
in the case of such Holder.

SECTION 13.3. PRIOR PAYMENT TO SENIOR INDEBTEDNESS UPON ACCELERATION OF
SECURITIES.

In the event of the acceleration of the Securities because of an Event of
Default, no payment or distribution shall be made to the Trustee or any holder
of Securities in respect of the principal of, premium, if any, or interest
(including Liquidated Damages, if any) on the Securities (including, but not
limited to, the Redemption Price with respect to the Securities called for
redemption in accordance with Article XI or the Repurchase Price with respect to
the Securities submitted for repurchase in accordance with Article XIV), except
payments and distributions made by the Trustee as permitted by Section 13.9,
until all Senior Indebtedness has been paid in full in cash or other payment
satisfactory to the holders of Senior Indebtedness or such acceleration is
rescinded in accordance with the terms of this Indenture. If payment of the
Securities is accelerated because of an Event of Default, the Company shall
promptly notify holders of Senior Indebtedness of the acceleration, and the
Trustee shall promptly notify Wells Fargo Bank (Texas), National Association, as
Agent for the lenders under the Credit Agreement and Bank One, Texas, N.A., as
Co-Agent for the lenders under the Credit Agreement, of such acceleration, at
the address set forth in the notice from such Agent and Co-Agent to the Trustee
as being the address to which the Trustee should send its notice pursuant to
this Section 13.3, unless, in each case, there are no payment obligations of the
Company thereunder and all obligations thereunder to extend credit have been
terminated or expired.

SECTION 13.4. PAYMENT PERMITTED IF NO DEFAULT.

Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding,

<PAGE>

dissolution, liquidation or other winding up, assignment for the benefit of
creditors or other marshaling of assets and liabilities of the Company
referred to in Section 13.2, or during the circumstances referred to in the
first paragraph of Section 13.2, or under the conditions described in Section
13.3, from making payments at any time of principal of (and premium, if any)
or interest on the Securities, or (b) the application by the Trustee of any
money deposited with it hereunder to the payment of or on account of the
principal of (and premium, if any) or interest on the Securities or the
retention of such payment by the Holders, if, at the time of such application
by the Trustee, it did not have knowledge that such payment would have been
prohibited by the provisions of this Article.

SECTION 13.5. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

Subject to the payment in full of all Senior Indebtedness, the Holders of
the Securities shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of (and
premium, if any) and interest on the Securities shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of the
Senior Indebtedness of any cash, property or securities to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, and no payments over pursuant to the provisions of this Article to
the holders of Senior Indebtedness by Holders of the Securities or the Trustee,
shall, as among the Company, its creditors other than holders of Senior
Indebtedness and the Holders of the Securities, be deemed to be a payment or
distribution by the Company to or on account of the Senior Indebtedness.

SECTION 13.6. PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.

The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness on the other hand. Nothing
contained in this Article or elsewhere in this Indenture or in the Securities is
intended to or shall (i) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities, the obligation
of the Company, which is absolute and unconditional, to pay to the Holders of
the Securities the principal of (and premium, if any) and interest (including
Liquidated Damages, if any) on the Securities as and when the same shall become
due and payable in accordance with their terms; or (ii) affect the relative
rights against the Company of the Holders of the Securities and creditors of the
Company other than the holders of Senior Indebtedness; or (iii) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 13.7. TRUSTEE TO EFFECTUATE SUBORDINATION.

<PAGE>

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

SECTION 13.8. NO WAIVER OF SUBORDINATION PROVISIONS.

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

Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
Senior Indebtedness, do any one or more of the following: (i) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

SECTION 13.9. NOTICE TO TRUSTEE.

The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment to or by the
Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Securities, unless
and until the Trustee shall have received written notice thereof from the
Company or a Representative or a holder of Senior Indebtedness (including,
without limitation, a holder of Designated Senior Indebtedness) and, prior to
the receipt of any such written notice, the Trustee, subject to the provisions
of Section 6.1, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the notice
provided for in this Section 13.9 prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest
(including Liquidated Damages, if any) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and

<PAGE>

shall not be affected by any notice to the contrary which may be received by
it within one Business Day prior to such date.

Notwithstanding anything in this Article XIII to the contrary, nothing
shall prevent any payment by the Trustee to the Holders of monies deposited with
it pursuant to Section 4.1, and any such payment shall not be subject to the
provisions of Section 13.2 or 13.3.

Subject to the provisions of Section 6.1, the Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing
himself to be a Representative or a holder of Senior Indebtedness (including,
without limitation, a holder of Designated Senior bndebtedness) to establish
that such nonce has been given by a Representative or a holder of Senior
Indebtedness (including, without limitation, a holder of Designated Senior
Indebtedness). In the event that the Trustee determines in good faith that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 13.10. RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT.

Upon any payment or distribution of assets of the Company referred to in
this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to rely upon any order or decree
entered by any court of competent jurisdiction in which such insolvency,
bankruptcy, receivership, liquidation, reorganization, dissolution, winding up
or similar case or proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit
of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or to the Holders of Securities, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 13.11. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.

The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness and shall not be liable to any such holders if it shall
in good faith mistakenly pay over or distribute to Holders of Securities or to
the Company or to any other Person cash, property or securities to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

SECTION 13.12. RELIANCE BY HOLDERS OF SENIOR INDEBTEDNESS ON SUBORDINATION
PROVISIONS.

<PAGE>

Each Holder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Indebtedness, whether such
Senior Indebtedness was created or acquired before or after the issuance of the
Securities, to acquire and continue to hold, or to continue to hold, such Senior
Indebtedness and such holder of Senior Indebtedness shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to
hold, or in continuing to hold, such Senior Indebtedness, and no amendment or
modification of the provisions contained herein shall diminish the rights of
such holders of Senior Indebtedness unless such holders shall have agreed in
writing thereto.

SECTION 13.13. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS.

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

Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7.

SECTION 13.14. ARTICLE APPLICABLE TO PAYING AGENTS.

In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
however, that Section 13.13 shall not apply to the Company or any Affiliate of
the Company if it or such Affiliate acts as Paying Agent.

SECTION 13.15. CERTAIN CONVERSIONS AND REPURCHASES DEEMED PAYMENT.

For the purposes of this Article only, (i) the issuance and delivery of
junior securities upon conversion of Securities in accordance with Article XII
or upon the repurchase of Securities in accordance with Article XIV shall not be
deemed to constitute a payment or distribution on account of the principal of or
premium or interest (including Liquidated Damages, if any) on Securities or on
account of the purchase or other acquisition of Securities, and (ii) the
payment, issuance or delivery of cash (except in satisfaction of fractional
shares pursuant to Section 12.3), property or securities (other than junior
securities) upon conversion of a Security shall be deemed to constitute payment
on account of the principal of such Security. For the purposes of this Section,
the term "junior securities" means (a) shares of any stock of any class of the
Company and securities into which the Securities are convertible pursuant to
Article XII and (b) securities of the Company which are subordinated in right of
payment to all Senior Indebtedness which may

<PAGE>

be outstanding at the time of issuance or delivery of such securities to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as provided in this Article. Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or
shall impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the right, which is
absolute and unconditional, of the Holder of any Security to convert such
Security in accordance with Article XII or to exchange such Security for
Common Stock in accordance with Article XIV if the Company elects to satisfy
the obligations under Article XIV by the delivery of Common Stock.

ARTICLE XIV

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

SECTION 14.1. RIGHT TO REQUIRE REPURCHASE.

In the event that a Change in Control (as hereinafter defined) shall
occur, then each Holder shall have the right, at the Holder's option, but
subject to the provisions of Section 14.2, to require the Company to repurchase,
and upon the exercise of such right the Company shall repurchase, all of such
Holder's Securities not theretofore called for redemption, or any portion of the
principal amount thereof that is equal to U.S. $5,000 or any integral multiple
of U.S. $1,000 in excess thereof (provided that no single Security may be
repurchased in part unless the portion of the principal amount of such Security
to be Outstanding after such repurchase is equal to U.S. $1,000 or integral
multiples of U.S. $1,000 in excess thereof), on the date (the "Repurchase Date")
that is 45 days after the date of the Company Notice (as defined in Section
14.3) at a purchase price equal to 100% of the principal amount of the
Securities to be repurchased plus interest accrued to the Repurchase Date (the
"Repurchase Price"); provided, however, that installments of interest on
Securities whose Stated Maturity is on or prior to the Repurchase Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Record Date according to their
terms and the provisions of Section 3.7. Such right to require the repurchase of
the Securities shall not continue after a discharge of the Company from its
obligations with respect to the Securities in accordance with Article IV, unless
a Change in Control shall have occurred prior to such discharge. At the option
of the Company, the Repurchase Price may be paid in cash or, subject to the
fulfillment by the Company of the conditions set forth Section 14.2, by delivery
of shares of Common Stock having a fair market value equal to the Repurchase
Price. Whenever in this Indenture (including Sections 2.2, 3.1 , 5.1(1) and 5.8)
there is a reference, in any context, to the principal of any Security as of any
time, such reference shall be deemed to include reference to the Repurchase
Price payable in respect of such Security to the extent that such Repurchase
Price is, was or would be so payable at such time, and express mention of the
Repurchase Price in any provision of this Indenture shall not be construed as
excluding the Repurchase Price in those provisions of this Indenture when such
express mention is not made; provided, however, that for the purposes of Article
XIII such reference shall be deemed to include reference to the Repurchase Price
only to the extent the Repurchase Price is payable in cash.

<PAGE>

SECTION 14.2. CONDITIONS TO THE COMPANY'S ELECTION TO PAY THE REPURCHASE
PRICE IN COMMON STOCK.

The Company may elect to pay the Repurchase Price by delivery of shares
of Common Stock pursuant to Section 14.1 if and only if the following conditions
shall have been satisfied:

(1) The shares of Common Stock deliverable in payment of the
Repurchase Price shall have a fair market value as of the Repurchase Date of not
less than the Repurchase Price. For purposes of Section 14.1 and this Section
14.2, the fair market value of shares of Common Stock shall be determined by the
Company and shall be equal to 95% of the average of the Closing Prices Per Share
of the Common Stock for the five consecutive Trading Days immediately preceding
and including the third Trading Day prior to the Repurchase Date;

(2) The Repurchase Price shall be paid only in cash in the event any
shares of Common Stock to be issued upon repurchase of Securities hereunder (i)
require registration under any federal securities law before such shares may be
freely transferrable without being subject to any transfer restrictions under
the Securities Act upon repurchase and if such registration is not completed or
does not become effective prior to the Repurchase Date, and/or (ii) require
registration with or approval of any governmental authority under any state law
or any other federal law before such shares may be validly issued or delivered
upon repurchase and if such registration is not completed or does not become
effective or such approval is not obtained prior to the Repurchase Date;

(3) Payment of the Repurchase Price may not be made in Common Stock
unless such stock is, or shall have been, approved for listing on the New York
Stock Exchange or listed on a national securities exchange or quoted on the
Nasdaq National Market, in each case, prior to the Repurchase Date; and

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

If all of the conditions set forth in this Section 14.2 are not satisfied
in accordance with the terms thereof, the Repurchase Price shall be paid by the
Company only in cash.

SECTION 14.3. NOTICES; METHOD OF EXERCISING REPURCHASE RIGHT, ETC.

(1) Unless the Company shall have theretofore called for redemption
all of the Outstanding Securities, on or before the 30th day after the
occurrence of a Change in Control, the Company or, at the request and expense of
the Company on or before the 30th day after such occurrence, the Trustee, shall
give to all Holders of Securities, in the manner provided in Section 1.6, notice
(the "Company Notice") of the occurrence of the Change of Control and of the

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repurchase right set forth herein arising as a result thereof. The Company
shall also deliver a copy of such notice of a repurchase right to the Trustee.

Each notice of a repurchase right shall state:

(i) the Repurchase Date,

(ii) the date by which the repurchase right must be exercised,

(iii) the Repurchase Price, and whether the Repurchase Price shall be
paid by the Company in cash or by delivery of shares of Common Stock,

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

(v) that on the Repurchase Date the Repurchase Price, and accrued
interest, if any, will become due and payable upon each such Security
designated by the Holder to be repurchased, and that interest thereon shall
cease to accrue on and after said date,

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

(vii) the place or places that the Security certificate with the
Election of Holder to Require Repurchase as specified in Section 2.2 shall be
delivered, and if the Security is a Restricted Securities Certificate the place
or places that the Surrender Certificate required by Section 14.3(9) shall be
delivered.

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

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

(2) To exercise a repurchase right, a Holder shall deliver to the
Trustee on or before the 30th day after the date of the Company Notice (i)
written notice of the Holder's exercise of such right, which notice shall set
forth the name of the Holder, the principal amount of the Securities to be
repurchased (and, if any Security is to repurchased in part, the serial number
thereof, the portion of the principal amount thereof to be repurchased and the
name of the Person in which the portion thereof to remain Outstanding after such
repurchase is to be registered) and a statement that an election to exercise the
repurchase right is being made thereby, and, in the event that the Repurchase
Price shall be paid in shares of Common Stock, the name or names (with

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<PAGE>

addresses) in which the certificate or certificates for shares of Common
Stock shall be issued, and (ii) the Securities with respect to which the
repurchase right is being exercised. Such written notice shall be
irrevocable, except that the right of the Holder to convert the Securities
with respect to which the repurchase right is being exercised shall continue
until the close of business on the Business Day prior to the Repurchase Date.

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

(4) If any Security (or portion thereof) surrendered for repurchase
shall not be so paid on the Repurchase Date, the principal amount of such
Security (or portion thereof, as the case may be) shall, until paid, bear
interest to the extent permitted by applicable law from the Repurchase Date at
the rate of 4% per annum, and each Security shall remain convertible into Common
Stock until the principal of such Security (or portion thereof, as the case may
be) shall have been paid or duly provided for.

(5) Any Security which is to be repurchased only in part shall be
surrendered to the Trustee (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and make available for delivery to the Holder of such
Security without service charge, a new Security or Securities, containing
identical terms and conditions, each in an authorized denomination in aggregate
principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Security so surrendered.

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

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(7) No fractions of shares shall be issued upon repurchase of
Securities. If more than one Security shall be repurchased from the same Holder
and the Repurchase Price shall be payable in shares of Common Stock, the number
of full shares which shall be issuable upon such repurchase shall be computed on
the basis of the aggregate principal amount of the Securities so repurchased.
Instead of any fractional share of Common Stock which would otherwise be
issuable on the repurchase of any Security or Securities, the Company will
deliver to the applicable Holder its check for the current market value of such
fractional share. The current market value of a fraction of a share is
determined by multiplying the current market price of a full share by the
fraction, and rounding the result to the nearest cent. For purposes of this
Section, the current market price of a share of Common Stock is the Closing
Price Per Share of the Common Stock on the Trading Day immediately preceding the
Repurchase Date.

(8) Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificates or for any tax or duty in
respect of the issuance or delivery of such certificates or the securities
represented thereby; provided, however, that the Company shall not be required
to pay any tax or duty which may be payable in respect of (i) income of the
Holder or (ii) any transfer involved in the issuance or delivery of certificates
for shares of Common Stock in a name other than that of the Holder of the
Securities being repurchased, and no such issuance or delivery shall be made
unless and until the Person requesting such issuance or delivery has paid to the
Company the amount of any such tax or duty or has established, to the
satisfaction of the Company, that such tax or duty has been paid.

(9) If shares of Common Stock to be delivered upon repurchase of a
Security are to be registered in a name other than that of the beneficial owner
of such Security, then such Holder must deliver to the Trustee a Surrender
Certificate, dated the date of surrender of such Restricted Security and signed
by such beneficial owner, as to compliance with the restrictions on transfer
applicable to such Restricted Security. Neither the Trustee nor any Registrar or
Transfer Agent or other agents shall be required to register in a name other
than that of the beneficial owner shares of Common Stock issued upon repurchase
of any such Restricted Security not so accompanied by a properly completed
Surrender Certificate.

(10) All Securities delivered for repurchase shall be delivered to the
Trustee to be canceled at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.9.

SECTION 14.4. CERTAIN DEFINITIONS.

For purposes of this Article XIV,

(1) the term "beneficial owner" shall be determined in accordance with
Rule 13d-3, as in effect on the date of the original execution of this
Indenture, promulgated by the Commission pursuant to the Exchange Act;

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(2) a "Change in Control" shall be deemed to have occurred at the
time, after the original issuance of the Securities, of:

(i) the acquisition by any Person (including any syndicate or
group deemed to be a "person" under Section 13(d)(3) of the Exchange Act) of
beneficial ownership, directly or indirectly, through a purchase, merger or
other acquisition transaction or series of transactions, of shares of capital
stock of the Company entitling such person to exercise 50% or more of the total
voting power of all shares of capital stock of the Company entitled to vote
generally in the elections of directors, other (A) than any such acquisition by
the Company, any subsidiary of the Company or any employee benefit plan of the
Company or (b) any such acquisition by Mr. Darwin Deason, the Deason
International Trust or any person controlled by Mr. Deason or the Deason
International Trust, so long as any such acquisition does not result, directly
or indirectly, in a "going private transaction" within the meaning of the
Exchange Act; or

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

provided, however, that a Change in Control shall not be deemed to have occurred
if the Closing Sales Price Per Share of the Class A Common Stock for any five
Trading Days within the period of 10 consecutive Trading Days ending immediately
after the later of the Change in Control or the public announcement of the
Change in Control (in the case of a Change in Control under clause (i) above) or
the period of 10 consecutive Trading Days ending immediately before the Change
in Control (in the case of a Change in Control under clause (ii) above) shall
equal or exceed 105% of the Conversion Price of the Notes in effect on each such
Trading Day. For purposes of this Section 14.4, "Beneficial Owner" shall be
determined in accordance with Rule 13(d)(3) promulgated by the Commission under
the Exchange Act, as in effect on the date of this Indenture.

(3) the term "Conversion Price" shall equal U.S.$1,000 divided by the
Conversion Rate (rounded to the nearest cent); and

(4) for purposes of Section 14.4(2)(i), the term "person" shall
include any syndicate or group which would be deemed to be a "person" under
Section 13(d)(3) of the Exchange Act, as in effect on the date of the original
execution of this Indenture.

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<PAGE>

SECTION 14.5. CONSOLIDATION, MERGER, ETC.

In the case of any consolidation, conveyance, sale, transfer or lease of
all or substantially all of the assets of the Company to which Section 12.11
applies, in which the Common Stock of the Company is changed or exchanged as a
result into the right to receive shares of stock and other securities or
property or assets (including cash) which includes shares of Common Stock of the
Company or common stock of another Person that are, or upon issuance will be,
traded on a United States national securities exchange or approved for trading
on an established automated over-the-counter trading market in the United States
and such shares constitute at the time such change or exchange becomes effective
in excess of 50% of the aggregate fair market value of such shares of stock and
other securities, property and assets (including cash) (as determined by the
Company, which determination shall be conclusive and binding), then the Person
formed by such consolidation or resulting from such merger or combination or
which acquires the properties or assets (including cash) of the Company, as the
case may be, shall execute and deliver to the Trustee a supplemental indenture
(which shall comply with the Trust Indenture Act as in force at the date of
execution of such supplemental indenture) modifying the provisions of this
Indenture relating to the right of Holders to cause the Company to repurchase
the Securities following a Change in Control, including without limitation the
applicable provisions of this Article XIV and the definitions of the Common
Stock and Change in Control, as appropriate, and such other related definitions
set forth herein as determined in good faith by the Company (which determination
shall be conclusive and binding), to make such provisions apply in the event of
a subsequent Change of Control to the common stock and the issuer thereof if
different from the Company and Common Stock of the Company (in lieu of the
Company and the Common Stock of the Company).

ARTICLE XV

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY; NON-RECOURSE

SECTION 15.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee:

(1) semi-annually, not more than 15 days after the Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders of Securities as of such Regular Record Date, and

at such other times as the Trustee may reasonably request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; provided, however, that no such list need be
furnished so long as the Trustee is acting as Security Registrar.

SECTION 15.2. PRESERVATION OF INFORMATION.

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<PAGE>

(1) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 15.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list, if any, furnished to it as provided
in Section 15.1 upon receipt of a new list so furnished.

(2) After this Indenture has been qualified under the Trust Indenture
Act, the rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights ,and duties of the Trustee, shall be as provided by the Trust Indenture
Act.

(3) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 15.3. NO RECOURSE AGAINST OTHERS.

An incorporator or any past, present or future director, officer,
employee or stockholder, as such, of the Company or any subsidiary shall not
have any liability for any obligations of the Company under the Securities or
this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder shall waive
and release all such liability. Such waiver and release shall be part of the
consideration for the issue of the Securities.

SECTION 15.4. REPORTS BY TRUSTEE.

(1) After this Indenture has been qualified under the Trust Indenture
Act, the Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

(2) After this Indenture has been qualified under the Trust Indenture
Act a copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 15.5. REPORTS BY COMPANY.

After this Indenture has been qualified under the Trust Indenture Act,
the Company shall file with the Trustee and the Commission, and transmit to
Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act; provided that any

106

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such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

ARTICLE XVI

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 16.1. INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

No recourse for the payment of the principal of or premium, if any, or
interest on any Security and no recourse under or upon any obligation, covenant
or agreement of the Company in this Indenture or in any supplemental indenture
or in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, employee, agent,
officer, or director or subsidiary, as such, past, present or future, of the
Company or of any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issue of the Securities.

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

107

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

AFFILIATED COMPUTER SERVICES, INC.

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

Attest:

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

U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee

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

Attest:

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

108

<PAGE>

ANNEX A -- Form of Restricted
Securities Certificate

RESTRICTED SECURITIES CERTIFICATE
(For transfers pursuant to Section 3.5(2)(ii) and (iii)
of the Indenture)

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue
Suite 2700
Dallas, TX 75201

Re: 4% CONVERTIBLE SUBORDINATED NOTES DUE
MARCH 15, 2005 OF AFFILIATED COMPUTER SERVICES, INC. (THE
"SECURITIES")

Reference is made to the Indenture, dated as of March 20, 1998 (the
"Indenture"), from Affiliated Computer Services, Inc. (the "Company") to U.S.
Trust Company of Texas, N.A., as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933
(the "Securities Act") are used herein as so defined.

This certificate relates to U.S. $________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

CUSIP No.
---------------------------------
CERTIFICATE No(s).
------------------------

The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that either (i) it is the sole beneficial owner
of the Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do so. Such
beneficial owner or owners are referred to herein collectively as the "Owner".
If the Specified Securities are represented by a Global Security, they are held
through the Depositary or an Agent Member in the name of the Undersigned, as or
on behalf of the Owner. If the Specified Securities are not represented by a
Global Security, they are registered in the name of the Undersigned, as or on
behalf of the Owner.

The Owner has requested that the Specified Securities be transferred to a
person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with

<PAGE>

Rule 144A or Rule 144 under the Securities Act and all applicable securities
laws of the states of the United States and other jurisdictions. Accordingly,
the Owner hereby further certifies as:

(1) RULE 144A TRANSFERS. If the transfer is being effected in
accordance with Rule 144A:

(A) the Specified Securities are being transferred to a person
that the Owner and any person acting on its behalf reasonably believe is a
"qualified institutional buyer" within the meaning of Rule 144A, acquiring for
its own account or for the account of a qualified institutional buyer; and

(B) the Owner and any person acting on its behalf have taken
reasonable steps to ensure that the Transferee is aware that the Owner may be
relying on Rule 144A in connection with the transfer; and

(2) RULE 144 TRANSFERS. If the transfer is being effected pursuant to
Rule 144:

(A) the transfer is occurring after a holding period of at
least one year (computed in accordance with paragraph (d) of Rule 144) has
elapsed since the date the Specified Securities were acquired from the Company
or from an affiliate (as such term is defined in Rule 144) of the Company,
whichever is later, and is being effected in accordance with the applicable
amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of
Rule 144; or

(B) the transfer is occurring after a period of at least two
years has elapsed since the date the Specified Securities were acquired from the
Company or from an affiliate (as such term is defined in Rule 144) of the
Company, whichever is later, and the Owner is not, and during the preceding
three months has not been, an affiliate of the Company.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
-----------------------------------
(Print the name of the Undersigned, as such term is defined in the
second paragraph of this certificate.)

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

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

<PAGE>

ANNEX B -- Form of Unrestricted
Securities Certificate

UNRESTRICTED SECURITIES CERTIFICATE

(For removal of Restricted Securities Legend pursuant to Section 3.5(3))

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue
Suite 2700
Dallas, TX 75201

RE: 4% CONVERTIBLE SUBORDINATED NOTES DUE
MARCH 15, 2005 OF AFFILIATED COMPUTER SERVICES, INC. (THE
"SECURITIES")

This certificate relates to U.S.$_______________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

CUSIP No.
--------------------------
CERTIFICATE No(s).
-----------------

The Owner has requested that the Specified Securities be exchanged for
Securities bearing no Restricted Securities Legend pursuant to Section 3.5(3) of
the Indenture. In connection with such exchange, the Owner hereby certifies that
the exchange is occurring after a period of at least two years has elapsed since
the date the Specified Securities were acquired from the Company or from an
"affiliate" (as such term is defined in Rule 144) of the Company, whichever is
later, and

<PAGE>

the Owner is not, and during the preceding three months has not been, an
affiliate of the Company. The Owner also acknowledges that any future
transfers of the Specified Securities must comply with all applicable
securities laws of the states of the United States and other jurisdictions.

This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Initial Purchasers.

Dated:
---------------
(Print the name of the Undersigned, as such term is defined in the second
paragraph of this certificate.)

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

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

<PAGE>

ANNEX C -- Form of
Surrender Certificate

In connection with the certification contemplated by Section 12.2 or
14.3(9) relating to compliance with certain restrictions relating to transfers
of Restricted Securities, such certification shall be provided substantially in
the form of the following certificate, with only such changes thereto as shall
be approved by the Company and Goldman, Sachs & Co.:

CERTIFICATE

AFFILIATED COMPUTER SYSTEMS, INC.

4% CONVERTIBLE NOTES DUE MARCH 15, 2005

This is to certify that as of the date hereof with respect to U.S.
$______ principal amount of the above-captioned securities surrendered on the
date hereof (the "Surrendered Securities") for registration of transfer, or for
conversion or repurchase where the securities issuable upon such conversion or
repurchase are to be registered in a name other than that of the undersigned
Holder (each such transaction being a "transfer"), the undersigned Holder (as
defined in the Indenture) certifies that the transfer of Surrendered Securities
associated with such transfer complies with the restrictive legend set forth on
the face of the Surrendered Securities for the reason checked below:

_________ The transfer of the Surrendered Securities complies with Rule 144
under the United States Securities Act of 1933, as amended (the
"Securities Act"); or

_________ The transfer of the Surrendered Securities complies with Rule 144A
under the Securities Act; or

_________ The transfer of the Surrendered Securities complies with Rule 904
under the Securities Act; or

_________ The transfer of the Surrendered Securities has been made to an
institution that is an "accredited investor" within the meaning of
Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a
transaction exempt from the registration requirements of the
Securities Act.

[Name of Holder]
----------------------------

Dated:
---------------
*To be dated the date of surrender

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.
4% CONVERTIBLE SUBORDINATED NOTES
DUE MARCH 15, 2005

REGISTRATION RIGHTS AGREEMENT

Dated as of March 17, 1998

Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Smith Barney Inc.
Hambrecht & Quist LLC
Donaldson, Lufkin & Jenrette Securities Corporation
Prudential Securities Incorporated
c/o Goldman, Sachs & Co.
555 California Street, 45th Floor
San Francisco, California 94104

Ladies and Gentlemen:

Affiliated Computer Services, Inc., a Delaware corporation (the
"Company"), proposes to issue and sell to the Purchasers (as defined herein)
upon the terms set forth in a Purchase Agreement (as defined herein) its 4%
Convertible Subordinated Notes due March 15, 2005 (the "Securities"). As an
inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company agrees with the Purchasers, for the benefit of the Holders (as defined
herein) from time to time of the Registrable Securities (as defined herein), as
follows:

1. DEFINITIONS. Capitalized terms used herein without definition
shall have their respective meanings set forth in or pursuant to the Purchase
Agreement. As used in this Agreement, the following capitalized defined terms
shall have the following meanings:

"Act" or "Securities Act" means the United States Securities Act of 1933,
as amended.

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

<PAGE>

"Class A Common Stock" means the Company's Class A Common Stock, par
value $0.01 per share.

"Commission" means the United States Securities and Exchange Commission.

"DTC" means The Depository Trust Company.

"Effective Failure" has the meaning assigned thereto in Section 7 hereof.

"Effective Time" means the date on which the Commission declares the
Shelf Registration Statement effective or on which the Shelf Registration
Statement otherwise becomes effective.

"Effectiveness Period" has the meaning set forth in Section 2(b)(i)
hereof.

"Electing Holder" has the meaning assigned thereto in Section 3(a)(3)
hereof.

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

"Expedited Filing" has the meaning assigned thereto in Section 3(a)
hereof.

"Expedited Filing Questionnaire Deadline" has the meaning assigned
thereto in Section 3(a)(3) hereof.

"Holder" means, when used with respect to any Security, the Holder (as
defined in the Indenture) and, with respect to any shares of Class A Common
Stock, the record holder thereof.

"Indenture" means the Indenture dated as of March 23, 1998 between the
Company and U.S. Trust Company of Texas, N.A., as Trustee, as amended and
supplemented from time to time.

"Liquidated Damages" has the meaning assigned thereto in Section 7
hereof.

"Managing Underwriters" means the investment banker or investment bankers
and manager or managers that shall administer an underwritten offering, if any,
as set forth in Section 6 hereof.

"NASD Rules" means the Rules of the National Association of Securities
Dealers, Inc., as amended from time to time.

"Notice and Questionnaire" means a Notice of Registration Statement and
Selling Securityholder Questionnaire substantially in the form of Exhibit A
hereto.

"Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

<PAGE>

"Prospectus" means the prospectus included in any Shelf Registration
Statement (including, without limitation, any preliminary prospectus, any final
prospectus and any prospectus that discloses information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Act), included in the Shelf Registration Statement, as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by the
Shelf Registration Statement and by all other amendments and supplements to such
prospectus, including all material incorporated by reference in such prospectus
and all documents filed after the date of such prospectus by the Company under
the Exchange Act and incorporated by reference therein.

"Purchase Agreement" means the purchase agreement dated March 17, 1998
between the Company and the Purchasers.

"Purchasers" means you, as the Purchasers named in Schedule I to the
Purchase Agreement.

"Registrable Securities" means all or any portion of the Securities
issued from time to time under the Indenture in registered form and the Class A
Common Stock issuable upon conversion or repurchase of such Securities;
PROVIDED, HOWEVER, that a security ceases to be a Registrable Security when it
is no longer a Restricted Security.

"Registration Default" has the meaning assigned thereto in Section 7
hereof.

"Restricted Security" means any Security or share of Class A Common Stock
issuable upon conversion or repurchase thereof except any such Security or such
share of Class A Common Stock which (i) has been effectively registered under
the Securities Act and sold in a manner contemplated by the Shelf Registration
Statement, (ii) has been transferred in compliance with Rule 144 under the
Securities Act (or any successor provision thereto) or is transferable pursuant
to paragraph (k) of such Rule 144 (or any successor provision thereto), or (iii)
has otherwise been transferred and a new Security or share of Class A Common
Stock not subject to transfer restrictions under the Securities Act has been
delivered by or on behalf of the Company in accordance with Section 3.5 of the
Indenture.

"Shelf Registration" means a registration effected pursuant to Section 2
hereof.

"Shelf Registration Statement" means a shelf registration statement of
the Company pursuant to the provisions of Section 2 hereof filed with the
Commission which covers some or all of the Registrable Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any similar
rule that may be adopted by the Commission, amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

"Underwriter" means any underwriter of Registrable Securities in
connection with an offering thereof under a Shelf Registration Statement.

<PAGE>

2. SHELF REGISTRATION. (a) The Company shall, within 90 calendar
days following the First Time of Delivery (as defined in the Purchase
Agreement), file with the Commission a Shelf Registration Statement relating to
the offer and sale of the Registrable Securities by the Holders and, thereafter,
shall use all reasonable efforts to cause such Shelf Registration Statement to
be declared effective under the Securities Act within 180 calendar days after
the First Time of Delivery (as defined in the Purchase Agreement); PROVIDED,
HOWEVER, that no Holder shall be entitled to have the Registrable Securities
held by it covered by such Shelf Registration unless such Holder is an Electing
Holder.

(b) The Company shall use all reasonable efforts:

(i) To keep the Shelf Registration Statement continuously
effective in order to permit the Prospectus forming part thereof to be
usable by Electing Holders for a period of two years from the last Time
of Delivery (as defined in the Purchase Agreement) or such shorter period
that will terminate when there are no Registrable Securities outstanding
(in either case, such period being referred to herein as the
"Effectiveness Period");

(ii) After the Effective Time of the Shelf Registration
Statement, promptly upon the request of any Holder of Registrable
Securities that is not then an Electing Holder, to take any action
reasonably necessary to enable such Holder to use the Prospectus forming
a part thereof for offers and resales of Registrable Securities,
including, without limitation, any action reasonably necessary to
identify such Holder as a selling securityholder in the Shelf
Registration Statement; PROVIDED, HOWEVER, that nothing in this
subparagraph shall relieve such Holder of the obligation to return a
completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(a)(2) hereof; and

(iii) If at any time, the Securities, pursuant to Article XII of
the Indenture, are convertible into securities other than shares of Class
A Common Stock, the Company shall, or shall cause any successor under the
Indenture to, cause such securities to be included in the Shelf
Registration Statement no later than the date on which the Securities may
then be convertible into such securities.

The Company shall be deemed not to have used all reasonable efforts to keep the
Shelf Registration Statement effective during the Effectiveness Period if the
Company voluntarily takes any action that would result in Electing Holders not
being able to offer and sell any of their Registrable Securities during such
period, unless (i) such action is required by applicable law or regulation,
(ii) the Company determines based on the advice of counsel that it is advisable
to disclose in the Shelf Registration Statement a financing, acquisition or
other corporate transaction or other material event or circumstance affecting
the Company or its securities, and the Board of Directors of the Company (or an
executive officer of the Company duly authorized for such purpose) shall have
determined in good faith that such disclosure at such time is not in the best
interests of the Company and its stockholders, and, in the case of clause (i)
above, the Company thereafter promptly complies with the requirements of
paragraph 3(h) below.

<PAGE>

3. REGISTRATION PROCEDURES. In connection with any Shelf
Registration Statement, the following provisions shall apply:

(a)(1) If the Company expects to file and obtain the effectiveness
of a Shelf Registration Statement within 30 days of the date hereof (an
"Expedited Filing"), it shall (x) mail, as promptly as reasonably
practicable after the date hereof to the Holders of Registrable
Securities, a Notice and Questionnaire with a response deadline of 30
days from the date of such Notice (the "Expedited Filing Questionnaire
Deadline"), and (y) as promptly as reasonably practicable after the
response deadline but in any event no later than 10 days thereafter,
prepare a Prospectus supplement (and if required file an amendment or a
supplement to the Shelf Registration Statement) or take such other
measures, if any, as are necessary to include in the Shelf Registration
Statement the Registrable Securities of Electing Holders. If the Company
does not intend to make an Expedited Filing, it shall mail the Notice and
Questionnaire to the Holders of Registrable Securities not less than 30
calendar days prior to the Effective Time of the Shelf Registration
Statement. No Holder of Registrable Securities shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement as
of the Effective Time (or in the first Prospectus supplement filed
thereafter in the case of an Expedited Filing), and no Holder of
Registrable Securities shall be entitled to use the Prospectus forming a
part thereof for offers and resales of Registrable Securities at any
time, unless such Holder has returned a completed and signed Notice and
Questionnaire to the Company by the deadline for response set forth
therein; PROVIDED, HOWEVER, that Holders of Registrable Securities shall
have at least 28 calendar days from the date on which the Notice and
Questionnaire is first mailed to such Holders to return a completed and
signed Notice and Questionnaire to the Company.

(2) After the Effective Time of the Shelf Registration Statement
(or the Expedited Filing Questionnaire Deadline in the case of an
Expedited Filing), the Company shall, upon the request of any Holder of
Registrable Securities that is not then an Electing Holder, as promptly
as reasonably practicable, send a Notice and Questionnaire to such
Holder. The Company shall not be required to take any action to name
such Holder as a selling securityholder in the Shelf Registration
Statement until such Holder has returned a completed and signed Notice
and Questionnaire to the Company. Following its receipt of such Notice
and Questionnaire, the Company will reasonably promptly include the
Registrable Securities covered thereby in the Shelf Registration
Statement (if not previously included).

(3) The term "Electing Holder" shall mean any Holder of
Registrable Securities that has returned a completed and signed Notice
and Questionnaire to the Company in accordance with Section 3(a)(1) or
3(a)(2) hereof.

(b) The Company shall, as promptly as reasonably practicable,
take such action as may be necessary so that (i) each of the Shelf
Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any amendment or supplement thereto (and each
report or other document incorporated therein by reference in each case)
complies in all material respects with the Securities Act and the

<PAGE>

Exchange Act and the respective rules and regulations thereunder, (ii)
each of the Shelf Registration Statement and any amendment thereto does
not, when it becomes effective, contain an 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 and (iii) each of
the Prospectus forming part of the Shelf Registration Statement, and any
amendment or supplement to such Prospectus, does not include an 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.

(c)(i) The Company shall, as promptly as reasonably practicable,
advise each Electing Holder and shall confirm such advice in writing if
so requested by any such Electing Holder:

(1) when a Shelf Registration Statement and any
amendment thereto has been filed with the Commission and when the
Shelf Registration Statement or any post-effective amendment
thereto has become effective;

(2) of any request by the Commission for amendments or
supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information;

(3) of the issuance by the Commission of any stop order
suspending effectiveness of the Shelf Registration Statement or
the initiation of any proceedings for that purpose; and

(4) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the
securities included in the Shelf Registration Statement for sale
in any jurisdiction or the initiation of any proceeding for such
purpose.

(ii) The Company shall, as promptly as reasonably practicable,
advise DTC and the trustee under the Indenture of the happening of any
event or the existence of any state of facts that requires the making of
any changes in the Shelf Registration Statement or the Prospectus
included therein so that, as of such date, the Shelf Registration
Statement and the Prospectus do not contain an untrue statement of a
material fact and do not omit to state a material fact required to be
stated therein or necessary to make the statements therein (in the case
of the Prospectus, in light of the circumstances under which they were
made) not misleading (which advice shall be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have
been made).

(d) The Company shall use its reasonable best efforts to
prevent the issuance, and if issued to obtain the withdrawal, of any
order suspending the effectiveness of any Shelf Registration Statement at
the earliest possible time.

<PAGE>

(e) The Company shall furnish to each Electing Holder, without
charge, at least one copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and
schedules, and, if the Electing Holder so requests in writing, all
reports, other documents and exhibits that are filed with or incorporated
by reference in the Shelf Registration Statement. The Company shall use
all reasonable efforts to take into account and, if appropriate, reflect
in an amendment to the Shelf Registration Statement such comments on the
Shelf Registration Statement as initially filed as the Electing Holders
and their counsel may reasonably propose.

(f) The Company shall, during the Effectiveness Period, deliver
to each Electing Holder, without charge, as many copies of the Prospectus
(including each preliminary Prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such
Electing Holder may reasonably request; and the Company consents (except
during the continuance of any event described in Section 3(c)(ii)) to the
use of the Prospectus or any amendment or supplement thereto by each of
the Electing Holders in connection with the offering and sale of the
Registrable Securities covered by the Prospectus or any amendment or
supplement thereto during the Effectiveness Period. The Company shall
use all reasonable efforts to take into account and, if appropriate,
reflect in a Prospectus supplement or amendment such comments as the
Electing Holders and their counsel may reasonably propose.

(g) Prior to any offering of Registrable Securities pursuant to
the Shelf Registration Statement, the Company shall (i) register or
qualify or cooperate with the Electing Holders and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or blue
sky laws of such jurisdictions as any such Electing Holders reasonably
request, (ii) keep such registrations or qualifications in effect and
comply with such laws so as to permit the continuance of offers and sales
in such jurisdictions for so long as may be necessary to enable any
Electing Holder or underwriter, if any, to complete its distribution of
Registrable Securities pursuant to the Shelf Registration Statement and
(iii) take any and all other actions necessary or advisable to enable the
disposition in such jurisdictions of such Registrable Securities;
PROVIDED, HOWEVER, that in no event shall the Company be obligated to (a)
qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to so qualify but
for this Section 3(g) or (b) file any general consent to service of
process in any jurisdiction where it is not as of the date hereof then so
subject.

(h) Upon the occurrence of any event contemplated by paragraph
3(c)(ii) above, the Company shall as promptly as reasonably practicable
prepare a post-effective amendment or supplement to the Shelf
Registration Statement or the Prospectus, or any document incorporated
therein be reference, or file any other required document so that, as
thereafter delivered to purchasers of the Registrable Securities included
therein, the Prospectus will not include an 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; PROVIDED, HOWEVER, if the Company determines
based upon the advice of counsel that it is advisable to disclose in the
Shelf

<PAGE>

Registration Statement a financing, acquisition or other corporate
transaction or other material event affecting the Company or its
securities, and the Board of Directors of the Company (or an executive
officer of the Company duly authorized for such purpose) shall have
determined in good faith that such disclosure would not be in the best
interests of the Company and its stockholders, the Company shall not be
required to prepare and file such amendment, supplement or document for
such period as the Board of Directors of the Company shall have
determined in good faith is in the best interests of the Company and its
stockholders. If the Electing Holders are notified of the occurrence of
any event contemplated by paragraph 3(c)(ii) above, the Electing Holders
shall suspend the use of the Prospectus until the requisite changes to
the Prospectus have been made.

(i) Not later than the Effective Time of the Shelf Registration
Statement, the Company shall provide a CUSIP number for the Registrable
Securities that are debt securities.

(j) The Company shall use its best efforts to comply with all
applicable rules and regulations of the Commission and shall make
generally available to its security holders as soon as practicable, but
in any event not later than eighteen months after (i) the effective date
(as defined in Rule 158(c) under the Securities Act of the Shelf
Registration Statement and (ii) the effective date of each post-effective
amendment to the Shelf Registration Statement and (iii) the date of each
filing by the Company with the Commission of an Annual Report on Form
10-K that is incorporated by reference in the Shelf Registration
Statement, an earnings statement of the Company and its subsidiaries
satisfying the provisions of Section 11(a) of the Securities Act.

(k) The Company shall cause the Indenture and the Securities to
be qualified under the Trust Indenture Act in a timely manner; and in
connection with such qualification, the Company shall cooperate with the
Trustee under the Indenture and the Holders (as defined in the Indenture)
to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and the Company shall execute and use all reasonable
efforts to cause the Trustee to execute, all documents that may be
required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be
so qualified in a timely manner.

(l) In the event of an underwritten offering conducted pursuant
to Section 6 hereof, the Company shall, if requested, promptly include or
incorporate in a Prospectus supplement or post-effective amendment to the
Shelf Registration Statement such information as the Managing
Underwriters reasonably agree should be included therein and to which the
Company does not reasonably object and shall make all required filings of
such Prospectus supplement or post-effective amendment as soon as
reasonably practicable after it is notified of the matters to be included
or incorporated in such Prospectus supplement or post-effective
amendment.

<PAGE>

(m) The Company shall enter into such customary agreements
(including underwriting agreements in customary form) and take all other
appropriate actions in order to expedite or facilitate the registration
and disposition of the Registrable Securities, and in connection
therewith, if an underwriting agreement is entered into, cause the same
to contain indemnification and contribution provisions and procedures
substantially identical to those set forth in Section 5 (or such other
provisions and procedures acceptable to the Managing Underwriters, if
any) with respect to all parties to be indemnified pursuant to Section 5
hereof.

(n) The Company shall:

(i) make reasonably available for inspection by one
representative of the Electing Holders designated in writing by
the Holders of a majority of the Registrable Securities to be
registered thereunder, any underwriter participating in any
underwritten offering pursuant to Section 6 hereof, and any
attorney, accountant or other agent retained by such
representative or any such underwriter all relevant financial and
other records, pertinent corporate documents and properties of the
Company and its subsidiaries;

(ii) cause the Company's officers, directors and
employees to make reasonably available for inspection all relevant
information reasonably requested by such representative or any
such underwriter, attorney, accountant or agent in connection with
any such Shelf Registration Statement, in each case, as is
customary for similar due diligence examinations; PROVIDED,
HOWEVER, that any information that is designated in writing by the
Company, in good faith, as confidential at the time of delivery of
such information shall be kept confidential by such
representative, any Holders or any such underwriter, attorney,
accountant or agent, unless (x) such disclosure is made in
connection with a court proceeding or required by law, or (y) such
information becomes available to the public generally or through a
third party without an accompanying obligation of confidentiality;
and PROVIDED, FURTHER, that as promptly as reasonably practicable
before disclosure is made pursuant to clause (x) above, the
Company is given prior written notice.

(iii) in connection with any underwritten offering
conducted pursuant to Section 6 hereof, make such representations
and warranties to the Electing Holders and the underwriters, if
any, in form, substance and scope as are customarily made by the
Company to underwriters in primary underwritten offerings and
covering matters including, but not limited to, those set forth in
the Purchase Agreement;

(iv) in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain opinions of counsel
to the Company and updates thereof (which counsel and opinions (in
form, scope and substance) shall be reasonably satisfactory to the
Managing Underwriters, if any) addressed to each Electing Holder
and the underwriters, if any, covering such matters as are
customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by
such Electing Holders and underwriters (it being agreed

<PAGE>

that the matters to be covered by such opinion or written
statement by such counsel delivered in connection with such
opinions shall include in customary form, without limitation,
as of the date of the opinion and as of the effective date of
the Shelf Registration Statement or most recent post-effective
amendment thereto, as the case may be, the absence from such
Shelf Registration Statement and the Prospectus included
therein, as then amended or supplemented, including the
documents incorporated by reference therein, of an untrue
statement of a material fact or the omission to state therein a
material fact required to be stated therein or necessary to
make the statements therein not misleading);

(v) in connection with any underwritten offering
conducted pursuant to Section 6 hereof, obtain "cold comfort"
letters and updates thereof from the independent public
accountants of the Company (and, if necessary, any other
independent public accountants of any subsidiary of the Company or
of any business acquired by the Company for which financial
statements and financial data are, or are required to be, included
in the Shelf Registration Statement), addressed to each Electing
Holder and the underwriters, if any, in customary form and
covering matters of the type customarily covered in "cold comfort"
letters in connection with primary underwritten offerings;

(vi) in connection with any underwritten offering
conducted pursuant to Section 6 hereof, deliver such documents and
certificates as may be reasonably requested by any such Electing
Holders and the Managing Underwriters, if any, including those to
evidence compliance with Section 3(h) hereof and with any
customary conditions contained in the underwriting agreement or
other agreement entered into by the Company.

(o) The Company will use its reasonable best efforts to cause
the shares of Class A Common Stock issuable upon conversion of the
Securities to be listed on the New York Stock Exchange or other stock
exchange or trading system on which the Class A Common Stock primarily
trades on or prior to the Effective Time of any Shelf Registration
Statement hereunder.

(p) In the event that any broker-dealer registered under the
Exchange Act shall be an "affiliate" (as defined in Rule 2720(b)(1) of
the NASD Rules (or any successor provision thereto)) of the Company or
has a "conflict of interest" (as defined in Rule 2720(b)(7) of the NASD
Rules (or any successor provision thereto)) and such broker-dealer shall
underwrite, participate as a member of an underwriting syndicate or
selling group or assist in the distribution of any Registrable Securities
covered by the Shelf Registration Statement, whether as a Holder of such
Registrable Securities or as an underwriter, a placement or sales agent
or a broker or dealer in respect thereof, or otherwise, assist such
broker or dealer in respect thereof, or otherwise, the Company shall
assist such broker-dealer in complying with the requirements of the NASD
Rules, including, without limitation, by (A) engaging a "qualified
independent underwriter" (as defined in Rule 2720(b)(15) of the NASD
Rules (or any successor provision thereto)) to participate in the
preparation of the Shelf Registration Statement relating to such

<PAGE>

Registrable Securities, to exercise usual standards of due diligence in
respect thereto and to recommend the public offering price of such
Registrable Securities, (B) indemnifying any such qualified independent
underwriter to the extent of the indemnification of underwriters provided
in Section 5 hereof and (C) providing such information to such broker-
dealer as may be required in order for such broker-dealer to comply with
the requirements of the NASD Rules.

(q) The Company shall use all reasonable efforts to take all
other steps necessary to effect the registration, offering and sale of
the Registrable Securities covered by the Shelf Registration Statement
contemplated hereby.

4. REGISTRATION EXPENSES. The Company shall bear all fees and
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 6 hereof and shall bear or reimburse the Electing Holders for
the reasonable fees and disbursements of one firm of counsel designated by the
Company and reasonably acceptable to the Holders of a majority of the
Registrable Securities covered by the Shelf Registration Statement to act as
counsel therefor in connection therewith; PROVIDED, HOWEVER, that any
underwriting discounts and commissions in connection with an underwritten
offering pursuant to Section 6 hereof shall be paid by the Electing Holders
participating therein.

5. INDEMNIFICATION AND CONTRIBUTION.

(a) INDEMNIFICATION BY THE COMPANY. In connection with any Shelf
Registration Statement, the Company shall indemnify and hold harmless each
Electing Holder and each underwriter, selling agent or other securities
professional, if any, who facilitates the disposition of Registrable Securities,
and each of their respective officers and directors and each person, if any, who
controls such Electing Holder, underwriter, selling agent or other securities
professional within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act (each such person being sometimes referred to herein as
an "Indemnified Person") against any losses, claims, damages or liabilities,
joint or several, to which such Indemnified Person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based on any
untrue statement or alleged untrue statement of a material fact contained in any
Shelf Registration Statement (or any amendment thereto) under which such
Registrable Securities are registered under the Securities Act, or any
Prospectus contained therein or furnished by the Company to any Indemnified
Person, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading (in
the case of the Prospectus, in light of the circumstances under which they were
made), and the Company hereby agrees to reimburse such Indemnified Person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such action or claim as such expenses are
incurred; PROVIDED, HOWEVER, that the Company shall not be liable to any such
Indemnified Person in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such Shelf
Registration Statement or Prospectus, or any amendment

<PAGE>

or supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by such Indemnified Person expressly for
use therein.

(b) INDEMNIFICATION BY THE HOLDERS AND ANY AGENTS AND UNDERWRITERS.
Each Electing Holder agrees, as a consequence of the inclusion of any such
holder's Registrable Securities in such Shelf Registration Statement, and each
underwriter, selling agent or other securities professional, if any, who
facilitates the disposition of Registrable Securities shall agree, as a
consequence of facilitating such disposition of Registrable Securities,
severally and not jointly, to (i) indemnify and hold harmless the Company, its
directors, officers who sign any Shelf Registration Statement and each person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in such Shelf Registration Statement or Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon an omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of the
Prospectus, in light of the circumstances under which they were made), in each
case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Electing Holder, underwriter, selling agent or other securities professional
expressly for use therein and (ii) reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

(c) NOTICES AND CLAIMS. Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to the indemnified party otherwise than under this Section 5. In
case any such action shall be brought against any indemnified party and it shall
notify an indemnifying party of the commencement thereof, such indemnifying
party shall be entitled to participate therein and, to the extent that it shall
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party) and, after notice from the indemnifying party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party under this Section 5 for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without
the written consent of the indemnified party, effect the settlement or
compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified party is an
actual party to such action or claim) unless such settlement, compromise or
judgment (i) includes an

<PAGE>

unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.

(d) CONTRIBUTION. If the indemnification provided for in this Section
5 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) of this Section 5 in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
and liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 5(d)
were determined by pro rata allocation (even if the Electing Holders or any
underwriters, selling agents or other securities professionals or all of them
were treated as one entity for such purpose) or by any other method of
allocation that does not take into account the equitable considerations referred
to in this Section 5(d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. 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. The obligations of the Electing
Holders and any underwriters, selling agents or other securities professionals
in this Section 5(d) to contribute shall be several in proportion to the
percentage of principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.

(e) Notwithstanding any other provision of this Section 5, in no event
shall any (i) Electing Holder be required to undertake liability to any person
under this Section 5 for any amounts in excess of the dollar amount of the
proceeds received by such Electing Holder from the sale of such Electing
Holder's Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) pursuant to any Shelf Registration Statement
under which such Registrable Securities are registered under the Securities Act
and (ii) underwriter, selling agent or other securities professional be required
to undertake liability to any person under this Section 5 for any amounts in
excess of the discount, commission or other compensation payable to such
underwriter, selling agent or other securities professional with respect to the
Registrable Securities underwritten by it and distributed to the public.

(f) The obligations of the Company under this Section 5 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Person and the obligations

<PAGE>

of any Electing Holder, underwriter, selling agent or other securities
professional under this Section 5 shall be in addition to any liability which
any such Electing Holder, underwriter, selling agent or other securities
professional shall otherwise have to the Company. The remedies provided in
this Section 5 are not exclusive and shall not limit any rights or remedies
which may otherwise be available to an indemnified party at law or in equity.

6. UNDERWRITTEN OFFERING. Any Electing Holder who desires to do so
may sell Registrable Securities (in whole or in part) in an underwritten
offering, PROVIDED that (i) the Electing Holders of at least 25% in aggregate
principal amount of the Registrable Securities then covered by the Shelf
Registration Statement shall request such an offering and (ii) at least such
aggregate principal amount of such Registrable Securities shall be included in
such offering, and PROVIDED FURTHER that the Company shall not be obligated to
cooperate with more than one underwritten offering. Upon receipt of such a
request, the Company shall provide all Holders of Registrable Securities written
notice of the request, which notice shall inform such Holders that they have the
opportunity to participate in the offering. In any such underwritten offering,
the investment banker or bankers and manager or managers that will administer
the offering will be selected by, and the underwriting arrangements with respect
thereto will be approved by the Holders of a majority of the Registrable
Securities to be included in such offering; PROVIDED, HOWEVER, that such
investment bankers and managers and underwriting arrangements must be reasonably
satisfactory to the Company. No Holder may participate in any underwritten
offering contemplated hereby unless (a) such Holder agrees to sell such Holder's
Registrable Securities to be included in the underwritten offering in accordance
with any approved underwriting arrangements, (b) such Holder completes and
executes all reasonable questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up letters and other documents required under the
terms of such approved underwriting arrangements and (c) if such Holder is not
then an Electing Holder, such Holder returns a completed and signed Notice and
Questionnaire to the Company in accordance with Section 3(a)(2) hereof within a
reasonable amount of time before such underwritten offering. The Holders
participating in any underwritten offering shall be responsible for any
underwriting discounts and commissions and fees and expenses of their own
counsel. The Company shall pay all expenses customarily borne by issuers in an
underwritten offering, including but not limited to filing fees, the fees and
disbursements of its counsel and accountants and any printing expenses incurred
in connection with such underwritten offering. Notwithstanding the foregoing or
the provisions of Sections 3(l) and 3(m) hereof, upon receipt of a request from
the Managing Underwriter or a representative of Holders of a majority of the
Registrable Securities to be included in an underwritten offering to prepare and
file an amendment or supplement to the Shelf Registration Statement and
Prospectus in connection with an underwritten offering, the Company may delay
the filing of any such amendment or supplement for up to 90 days if the Board of
Directors of the Company (or an executive officer of the Company duly authorized
for such purpose) shall have determined in good faith that the Company has a
valid business reason for such delay.

7. LIQUIDATED DAMAGES. If (i) on or prior to the 90th day following
the date of the First Time of Delivery (as defined in the Purchase Agreement), a
Shelf Registration Statement has not been filed with the Commission or (ii) on
or prior to the 180th day following the date of the First Time of Delivery (as
defined in the Purchase Agreement), such Shelf Registration

<PAGE>

Statement is not declared effective by the Commission (each, a "Registration
Default"), the Company shall be required to pay liquidated damages
("Liquidated Damages"), from and including the day following such
Registration Default until such Shelf Registration Statement is either so
filed or so filed and subsequently declared effective, as applicable. Such
Liquidated Damages shall be paid semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date (as defined in the
Indenture) following the date of such Registration Default, and will accrue
at a rate per annum equal to one-quarter of one percent (0.25%) of the
principal amount thereof, to and including the 90th day following such
Registration Default and one-half of one percent (0.5%) thereof from and
after the 91st day following such Registration Default. In the event that
the Shelf Registration Statement ceases to be effective (or the Holders of
Registrable Securities are otherwise prevented or restricted by the Company
from effecting sales pursuant thereto) for more than 60 days, whether or not
consecutive, during any twelve-month period (an "Effective Failure"), then
the Company shall pay Liquidated Damages in the amount of one-half of one
percent (0.5%) per annum from the 61st day of the applicable twelve-month
period such Shelf Registration Statement ceases to be effective (or the
Holders of Registrable Securities are otherwise prevented or restricted by
the Company from effecting sales pursuant thereto) until such time as the
Effective Failure is cured. For the purpose of determining an Effective
Failure, days on which the Company has been obligated to pay Liquidated
Damages in accordance with the foregoing in respect of a prior Effective
Failure within the applicable twelve-month period shall not be included. The
Liquidated Damages as set forth in this Section 7 shall be the exclusive
monetary remedy available to the Holders of Registrable Securities for such
Registration Default or Effective Failure.

8. MISCELLANEOUS.

(a) OTHER REGISTRATION RIGHTS. The Company may grant registration
rights that would permit any Person that is a third party the right to
piggy-back on any Shelf Registration Statement, PROVIDED that if the Managing
Underwriter, if any, of any underwritten offering conducted pursuant to Section
6 hereof notifies the Company and the Electing Holders that the total amount of
securities which the Electing Holders and the holders of such piggy-back rights
intend to include in any Shelf Registration Statement is so large as to
materially threaten the success of such offering (including the price at which
such securities can be sold), then the amount, number or kind of securities to
be offered for the account of holders of such piggy-back rights will be reduced
to the extent necessary to reduce the total amount of securities to be included
in such offering to the amount, number or kind recommended by the Managing
Underwriter prior to any reduction in the amount of Registrable Securities to be
included in such Shelf Registration Statement.

(b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this Section 8(b), may be amended, and waivers or
consents to departures from the provisions hereof may be given, only by a
written instrument duly executed by the Company and the Holders of a majority in
aggregate principal amount of Registrable Securities then outstanding. Each
Holder of Registrable Securities outstanding at the time of any such amendment,
waiver or consent or thereafter shall be bound by any amendment, waiver or
consent effected pursuant to this Section 8(b), whether or not any notice,
writing or marking

<PAGE>

indicating such amendment, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.

(c) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

(1) if to a Holder, at the most current address given by such
Holder to the Company in accordance with the provisions of this
Section 8(c);

(2) if to the Purchasers, initially at the address set forth in
the Purchase Agreement; and

(3) if to the Company, initially at its address set forth in
the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when
received.

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

(d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties and the
Holders, including, without the need for an express assignment or any consent by
the Company thereto, subsequent Holders of Registrable Securities. The Company
hereby agrees to extend the benefits of this Agreement to any Holder of
Registrable Securities and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

(e) COUNTERPARTS. This agreement may be executed in any number of
counterparts and 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.

(f) HEADINGS. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

(g) GOVERNING LAW. This agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
any provisions relating to conflicts of laws.

(h) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

<PAGE>

(i) SURVIVAL. The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Electing
Holder, any agent or underwriter, any director, officer or partner of such agent
or underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
Holder.

<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

Very truly yours,

Affiliated Computer Services, Inc.

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

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

Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Smith Barney Inc.
Hambrecht & Quist LLC
Donaldson, Lufkin & Jenrette Securities Corporation
Prudential Securities Incorporated

By:
-----------------------------------
(Goldman, Sachs & Co.)

On behalf of each of the Purchasers

<PAGE>

Exhibit A

AFFILIATED COMPUTER SERVICES, INC.

INSTRUCTION TO DTC PARTICIPANTS

(DATE OF MAILING)

URGENT -- IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: (DATE)

The Depository Trust Company ("DTC") has identified you as a DTC
Participant through which beneficial interests in Affiliated Computer
Services, Inc. (the "Company") 4% Convertible Subordinated Notes due March
15, 2005 (the "Securities") are held.

The Company is in the process of registering the Securities under the
Securities Act of 1933, as amended, for resale by the beneficial owners
thereof. In order to have their Securities included in the registration
statement, beneficial owners, INCLUDING BENEFICIAL OWNERS RESIDENT OUTSIDE
THE UNITED STATES, must complete and return the enclosed Notice of
Registration Statement and Selling Securityholder Questionnaire.

IT IS IMPORTANT THE BENEFICIAL OWNERS OF THE SECURITIES RECEIVE A COPY
OF THE ENCLOSED MATERIALS AS SOON AS POSSIBLE as their rights to have the
Securities included in the registration statement depend upon their returning
the Notice and Questionnaire [DEADLINE FOR RESPONSE]. Please forward a copy
of the enclosed materials to each beneficial owner that holds interests in
the Securities through you. If you require more copies of the enclosed
materials or have any questions regarding this matter, please contact
[Name, address and telephone number of contact at the Company].

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.

NOTICE OF REGISTRATION STATEMENT AND
SELLING SECURITYHOLDER QUESTIONNAIRE

(DATE)

Affiliated Computer Services, Inc. (the "Company") has filed or
intends shortly to file with the United States Securities and Exchange
Commission (the "Commission") a registration statement on form S-3 (the
"Shelf Registration Statement") for the registration and resale under the
United States Securities Act of 1933, as amended (the "Securities Act"), of
the Company's 4% Convertible Subordinated Notes due March 15, 2005 (CUSIP
No.008190AC4) (the "Notes"), and Class A Common Stock, par value $0.01 per
share, of the Company issuable upon conversion or repurchase thereof, in
accordance with the terms of the Registration Rights Agreement dated March
13, 1998 (the "Registration Rights Agreement") between the Company and the
purchasers named therein (the "Purchasers"). A copy of the Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.

In order to have Registrable Securities included in the Shelf
Registration Statement (or a supplement or amendment thereto), this Notice of
Registration Statement and Selling Securityholder Questionnaire ("Notice and
Questionnaire") must be completed, executed and delivered to the Company at
the address set forth herein for receipt ON OR BEFORE [insert date that is 30
days from the Notice Date] (the "Questionnaire Deadline"). Unless the Company
otherwise consents, beneficial owners of Registrable Securities who do not
complete, execute and return this Notice and Questionnaire by such date (i)
will not be named as selling securityholders in the Shelf Registration
Statement (or a supplement or amendment thereto) and related Prospectus and
(ii) may not sell their Registrable Securities pursuant thereto. Beneficial
owners of Registrable Securities not having returned a Notice and
Questionnaire by the Questionnaire Deadline may, however, receive another
Notice and Questionnaire from the Company upon request. Following its
receipt of a completed Notice and Questionnaire in return, the Company will
reasonably promptly include the Registrable Securities covered thereby in the
Shelf Registration Statement.

SINCE NOTES HELD BY NON-U.S. PERSONS WILL REMAIN SUBJECT TO TRANSFER
RESTRICTIONS BEYOND THE 40-DAY RESTRICTED PERIOD OF REGULATION S, IT IS
IMPORTANT FOR NON-U.S. (AS WELL AS U.S.) HOLDERS OF NOTES TO COMPLY WITH THE
PROCEDURES SET FORTH HEREIN.

Certain legal consequences arise from being named as a selling
securityholder in the Shelf Registration Statement and related Prospectus.
Accordingly, Holders and beneficial owners of Registrable Securities are
advised to consult their own securities law counsel regarding the
consequences of being named or not being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus.

<PAGE>

The term "Registrable Securities" is defined in the Registration
Rights Agreement to mean all or any portion of the Notes issued under the
Indenture and the Class A Common Stock issuable upon conversion or repurchase
thereof; provided, however, that a security ceases to be a Registrable
Security when it is no longer a Restricted Security.

The term "Restricted Security" is defined in the Registration Rights
Agreement to mean any Note or share of Class A Common Stock issuable upon
conversion or repurchase thereof except any such Note or share of Class A
Common Stock which (i) has been effectively registered under the Securities
Act and sold in a manner contemplated by the Shelf Registration Statement,
(ii) has been transferred in compliance with Rule 144 under the Securities
Act (or any successor provision thereto) or is transferable pursuant to
paragraph (k) of such Rule 144 (or any successor provision thereto), or (iii)
has otherwise been transferred and a new Security or share of Class A Common
Stock not subject to transfer restrictions under the Securities Act has been
delivered by or on behalf of the Company in accordance with Section 3.5 of
the Indenture.

<PAGE>

ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable
Securities hereby elects to include in the Shelf Registration Statement the
Registrable Securities beneficially owned by it and listed below in Item (3)
(unless otherwise specified under Item (3). The undersigned, by signing and
returning this Notice and Questionnaire, agrees to be bound with respect to
such Registrable Securities by the terms and conditions of this Notice and
Questionnaire and the Registration Rights Agreement, including, without
limitation, Section 5 of the Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf
Registration Statement, the undersigned Selling Securityholder will be
required to deliver to the Company and the Trustee under the Indenture the
Notice of Transfer completed and signed set forth in Appendix I to the Notice
and Questionnaire and hereby undertakes to do so.

The undersigned Selling Securityholder hereby provides the following
information to the Company and represents and warrants that such information
is accurate and complete:

<PAGE>

QUESTIONNAIRE

(1) (a) Full Legal Name of Selling Securityholder:

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

(b) Full Legal Name of Registered Holder (if not the same as in (a)
above) of Registrable Securities Listed in (3) Below:

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

(c) Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) Through Which Registrable Securities Listed in
(3) Below are Held:

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

(2) Address for Notices to Selling Securityholder:

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

Telephone: ------------------

Fax: ------------------------

Contact: --------------------

(3) Beneficial Ownership of Registrable Securities:

Except as set forth below, the undersigned Selling Securityholder does
not beneficially own any Notes or Class A Common Stock previously issued
upon conversion or repurchase of any Note.

Principal amount of Notes beneficially owned:
----------------------------

Number of shares of Class A Common Stock beneficially owned and issued to
date upon conversion or repurchase of Notes.

(if any):
----------------------------

Principal amount of Notes which the undersigned wishes to be included in
the Shelf Registration Statement:
----------------------------------------

<PAGE>

Number of shares of Class A Common Stock (if any) issued upon conversion
or repurchase of Registrable Securities which are to be included in the
Shelf Registration Statement:

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

(4) Other shares of Class A Common Stock or other Notes of the Company Owned
by the Selling Securityholder:

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

Except as set forth below, and under Item (3) above, the undersigned
Selling Securityholder is not the beneficial or registered owner of any
shares of Class A Common Stock or any other securities of the Company.

State any exceptions here:

(5) Relationships with the Company:

Except as set forth below, neither the Selling Securityholder nor any
of its affiliates, officers, directors or principal equity holders (5% or
more) has held any position or office or has had any other material
relationship with the Company (or its predecessors or affiliates) during the
past three years.

State any exceptions here:

(6) Plan of Distribution:

Except as set forth below, the undersigned Selling Securityholder
intends to distribute the Registrable Securities listed above in Item (3)
only as follows (if at all): Such Registrable Securities may be sold from
time to time directly by the undersigned Selling Securityholder or,
alternatively, through underwriters, broker-dealer or agents. Such
Registrable Securities may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such sales may be
effected in transactions (which may involve crosses or block transactions)
(i) on any national securities exchanges or U.S. inter-dealer quotation
system of a registered national securities association on which the
Registrable Securities may be listed or quoted at the time of sale, (ii) in
the over-the-counter market, (iii) in transactions otherwise than on such
exchanges or services or in the over-the-counter market, or (iv) through the
writing of options. In connection with sales of the Registrable Securities
or otherwise, the Selling Securityholder may enter into hedging transactions
with broker-dealers, which may in turn engage in short sales of the
Registrable Securities in the course of hedging the positions they assume.
The Selling Securityholder may also sell Registrable Securities short and
deliver Registrable Securities

<PAGE>

to close out such short position, or loan or pledge Registrable Securities to
broker-dealers that in turn may sell such securities.

State any exceptions here:

Note: In no event may such method(s) of distribution take the form of
an underwritten offering of the Registrable Securities without the prior
agreement of the Company.

By signing below, the Selling Securityholder acknowledges that it
understands its obligation to comply, and agrees that it will comply, with
the prospectus delivery and other provisions of the Securities Act and
Exchange Act and the respective rules thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any
portion of the Registrable Securities listed in Item (3) above after the date
on which such information is provided to the Company, the Selling
Securityholder agrees to notify the transferee(s) at the time of the transfer
of its rights and obligations under this Notice and Questionnaire and the
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the
disclosure of the information contained herein in its answers to Items (1)
through (6) above and the inclusion of such information in the Shelf
Registration Statement and related Prospectus. The Selling Securityholder
understands that such information will be relied upon by the Company in
connection with the preparation of the Shelf Registration Statement and
related Prospectus.

In accordance with the Selling Securityholder's obligation under the
Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Self Registration Statement, the Selling
Securityholder agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Self Registration Statement remains in
effect. All notices hereunder and pursuant to the Registration Rights
Agreement shall be made in writing by hand delivery, first-class mail, or air
courier guaranteeing overnight delivery as follows:

<PAGE>

To the Company:

Affiliated Computer Services, Inc.
2828 North Haskell, 10th Floor
Dallas, TX 75204
Attention: Secretary

Once this Notice and Questionnaire is executed by the Selling
Securityholder and received by the Company, the terms of this Notice and
Questionnaire, and the representations and warranties contained herein, shall
be binding on, shall inure to the benefit of and shall be enforceable by the
respective successors, heirs, personal representatives and assigns of the
Company and the Selling Securityholder with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in
Item (3) above. This Agreement shall be governed in all respects by the laws
of the State of New York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.

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

--------------------------------
Selling Securityholder
(Print/type full legal name of beneficial
owner of Registrable Securities)

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

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT
ON OR BEFORE (DEADLINE FOR RESPONSE) TO THE COMPANY AT:

Affiliated Computer Services, Inc.
2828 North Haskell, 10th Floor
Dallas, TX 74204
Attention: Secretary

<PAGE>

APPENDIX I

NOTICE TO TRANSFER PURSUANT TO REGISTRATION STATEMENT

U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, TX 75201
Attention: Bill Barber

Affiliated Computer Services, Inc.
2828 North Haskell, 10th Floor
Dallas, TX 95204
Attention: Secretary

Re: Affiliated Computer Services, Inc.
4% Convertible Subordinated Notes
due March 15, 2005 (the "Notes")

Dear Sirs:

Please be advised that _________________________________ has transferred
$_____ aggregate principal amount of the above-referenced notes or ______ shares
of the Company's Class A Common Stock, issued on conversion, repurchase
or redemption of Notes, pursuant to the Registration Statement Form S-3 (File
No. 333-_________) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any,
of the Securities Act of 1933, as amended, have been satisfied with respect
to the transfer described above and that the above-named beneficial owner of
the Notes of Class A Common Stock is named as a selling security holder in
the Prospectus dated ____________ or in amendments or supplements thereto,
and that the aggregate principal amount of the Notes of number of Class A
Common Stock transferred are [a portion of] the Notes or Class A Common Stock
listed in such Prospectus as amended or supplemented opposite such owner's
name.

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

Very truly yours,

------------------------------
(Name)

By:
--------------------------
(Authorized Signature)

<PAGE>

[LETTERHEAD]

April 2, 1998

Affiliated Computer Services, Inc.
2828 North Haskell Avenue
Dallas, Texas 75204

Ladies and Gentlemen:

We have acted as counsel to Affiliated Computer Services, Inc., a
Delaware Corporation (the "Company"), in connection with the Company's
registration under the Securities Act of 1933, as amended (the "Act"), on a
Registration Statement on Form S-3 (the "Registration Statement") of holders'
resales of $230,000,000 aggregate principal amount of the Company's 4%
Convertible Subordinated Notes due March 15, 2005 (the "Notes") and such
indeterminate number of shares of the Company's Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock").

In connection with this opinion, we have examined the Registration
Statement, the Notes and such other documents, agreements and records of the
Company and such statutes, regulations, and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have also relied upon such certificates of public officials,
corporate agents, and officers of the Company to the extent necessary or
advisable with respect to the accuracy of material factual matters contained
therein which were not independently established.

Based on and subject to the foregoing and subject that further to the
assumptions, exceptions and qualifications hereinafter stated, we are of the
opinion that:

1. The Notes have been duly authorized, executed, issued and delivered
by the Company and constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture, dated as of March
20, 1998 (the "Indenture", between the Company and U.S. Trust Company of
Texas, N.A., as trustee (the "Trustee");

2. The Indenture is a valid and legally binding instrument of the
Company, enforceable against the Company in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance,
reorganization and other laws of general applicability relating to or
affecting creditors' rights and to general equity principles; and

<PAGE>

3. The shares of Class A Common Stock issuable upon conversion of the
Notes in accordance with their terms, when so issued, will be validly issued,
fully paid and non-assessable.

The opinions expressed above are subject to the following assumptions,
exceptions and qualifications:

a. We have assumed that (i) all information contained in all documents,
records, agreements, certificates and other instruments reviewed by us is
true and correct, (ii) all signatures on all documents reviewed by us are
genuine, (iii) all documents, records, agreements, certificates and other
instruments submitted to us as originals are true and complete, (iv) all
documents, records, agreements, certificates and other instruments submitted
to us as copies are true and complete copies of the originals thereof, (v)
each natural person signing any document, record, agreement, certificate or
other instrument reviewed by us had the legal capacity to do so, (vi) each
natural person signing in a representative capacity any document, record,
agreement, certificate or other instrument reviewed by us had authority to
sign in such capacity and, (vii) the Indenture is a valid and binding
agreement of the Trustee.

b. The opinions expressed in this letter are limited to the Delaware
General Corporation Law, the federal laws of the United States of America and
the laws of the State of Texas. We express no opinion about the effect of the
laws of any other jurisdiction.

This opinion may be filed as an exhibit to the Registration Statement.
Consent is also given to the reference to this firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement as having
passed on certain legal matters in connection with the Notes and the Common
Stock. In giving this consent we do not admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

This opinion speaks as of the date hereof, and we disclaim any duty to
advise you regarding any changes subsequent to the date hereof in, or to
otherwise communicate with you with respect to, the matters addressed herein.

Very truly yours,

HUGHES & LUCE, LLP

<PAGE>

AFFILIATED COMPUTER SERVICES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
FISCAL YEAR ENDED JUNE 30, SIX MONTHS ENDED
--------------------------------------------------- DECEMBER 31,
1993 1994 1995 1996 1997 1997
------- ------- ------- ------- ------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Income before income taxes $24,538 $32,720 $42,970 $56,917 $83,570 $34,628
Interest and related charges on debt(a) 4,547 6,463 4,729 3,417 7,121 5,521
Portion of rentals representative of interest(b) 9,903 14,068 17,200 14,270 21,497 11,664
------- ------- ------- ------- ------- -------
Total fixed charges included in net income 14,450 20,561 21,928 17,696 18,618 17,175

Earnings available for fixed charges 38,988 53,271 84,888 73,613 112,100 51,703
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------

Fixed charges:
Fixed charges included in net income 14,450 20,551 21,928 17,698 26,618 17,175
Interest capitalized in the period 313 300 129
------- ------- ------- ------- ------- -------
Total fixed charges $14,450 $20,551 $21,928 $16,009 $26,918 $17,809
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
Ratio of earnings in fixed charges 2.7 2.6 3.0 4.1 3.9 3.0(c)
------- ------- ------- ------- ------- -------
------- ------- ------- ------- ------- -------
</TABLE>

(a) Interest and related charges on debt consists of interest expense,
capitalized interest and amortization of debt issuance costs.

(b) Portion of rentals representative of interest is estimated to be one-third
of rental expense.

(c) Excluding the $13.0 million charge for merger related costs, the ratio of
earnings to fixed charges for the six months ended December 31, 1997 was
3.8.

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated July 30, 1997, except as to Notes 4, 13 and 15 which are dated
September 21, 1997, appearing on page 20 of Affiliated Computer Services,
Inc.'s Annual Report on Form 10-K for the year ended June 30, 1997. We also
consent to the incorporation by reference of our report dated July 30, 1997,
except as to Notes 5, 6, 9, 15 and 18 which are dated February 13, 1998,
appearing on page 2 of the Affiliated Computer Services, Inc.'s Current
Report on Form 8-K dated February 19, 1998. We also consent to the references
to us under the heading "Experts" in such Prospectus.

/s/ PRICE WATERHOUSE LLP

PRICE WATERHOUSE LLP

Dallas, Texas
April 2, 1998

<PAGE>

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Affiliated
Computer Services, Inc. (ACS) for the registration of up to $230,000,000 of
4% Convertible Subordinated Notes due March 15, 2005, and to the
incorporation by reference therein of our report dated July 28, 1997, with
respect to the consolidated financial statements of Computer Data Systems,
Inc., which is included in ACS' Current Report on Form 8-K dated February 19,
1998, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Washington, D.C.
April 1, 1998

<PAGE>

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2)_________

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

U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)

75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

2001 Ross Ave, Suite 2700 75201
Dallas, Texas (Zip Code)
(Address of trustee's
principal executive offices)

Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Ave, Suite 2700
Dallas, Texas 75201
(214) 754-1200
(Name, address and telephone number of agent for service)

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

Affiliated Computer Services, Inc.
(Exact name of obligor as specified in its charter)

Delaware 51-0310342
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

2828 North Haskell
Dallas, Texas 75204
(Address of principal executive offices) (Zip Code)

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

4% Convertible Subordinated Note due 2005
(Title of the indenture securities)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GENERAL

1. GENERAL INFORMATION.

Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas

(b) Whether it is authorized to exercise corporate trust powers.

The Trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.

None.

3. VOTING SECURITIES OF THE TRUSTEE.

Furnish the following information as to each class of voting securities of
the Trustee:

<TABLE>
As of March 27, 1998
- -------------------------------------------------------------------------------
Col A. Col B.
- -------------------------------------------------------------------------------
Title of Class Amount Outstanding
- -------------------------------------------------------------------------------
<S> <C>
Capital Stock - par value $100 per share 5,000 shares
</TABLE>

4. TRUSTEESHIPS UNDER OTHER INDENTURES.

Not Applicable

5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

Not Applicable

<PAGE>

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

Not Applicable

7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.

Not Applicable

8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

Not Applicable

9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

Not Applicable

10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

Not Applicable

11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

Not Applicable

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

Not Applicable

13. DEFAULTS BY THE OBLIGOR.

Not Applicable

14. AFFILIATIONS WITH THE UNDERWRITERS.

Not Applicable

15. FOREIGN TRUSTEE.

Not Applicable

16. LIST OF EXHIBITS.

T-1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to
Exhibit T-1.1 filed with Form T-1 Statement, Registration
No. 22-21897.
<PAGE>

16. (con't.)

T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to
Exhibit T-1.2 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement, Registration
No. 22-21897.

T-1.6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.

T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.

NOTE

As of March 27, 1998 the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of March 27, 1998
U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of which are
owned by U.S. Trust Corporation. U.S. Trust Corporation had outstanding
18,955,454 shares of $5 par value Common Stock as of March 27, 1998.

The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.

In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9,
10 and 11, the answers to said Items are based upon incomplete information.
Items 2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless
amended by an amendment to this Form T-1.

In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.

----------------
<PAGE>

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized under
the laws of the United States of America, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Dallas, and State of Texas on the
27th day of March, 1998.

U.S. Trust Company
of Texas, N.A., Trustee

By: /s/ Bill Barber
-----------------------------
Bill Barber
Vice President
<PAGE>

Exhibit T-1.6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Affiliated Computer
Services 4% Convertible Subordinated Note due 2005, we hereby consent that
reports of examination by Federal, State, Territorial or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefore.

U.S. Trust Company of Texas, N.A.

By: /s/ Bill Barber
------------------------------
Bill Barber
Vice President
<PAGE>

<TABLE>
<S> <C>
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
Federal Financial Institutions Examination Council OMB Number: 1557-0081
Expires March 31, 2000
- -----------------------------------------------------------------------------------------------------------------------------------
Please Refer to Page i, (1)
Table of Contents, for
(LOGO) the required disclosure
of estimated burden
- -----------------------------------------------------------------------------------------------------------------------------------

CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH
DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF LESS THAN $100 MILLION
- - FFIEC 034
(970331)
-----------
REPORT AT THE CLOSE OF BUSINESS September 30,1997 (RCRI 9999)

This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with domestic offices
member banks); 12 U.S.C. Section 1817 (State nonmember banks); only. Banks with branches and consolidated subsidiaries in
and 12 U.S.C. Section 161 (National banks). U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign
subsidiaries, or International Banking Facilities must file
FFIEC 031.
- -----------------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by an The Reports of Condition and Income are to be prepared in
authorized officer and the Report of Condition must be attested accordance with Federal regulatory authority instructions.
to by not less than two directors (trustees) for State nonmember NOTE: these instructions may in some cases differ from
banks and three directors for State member and National Banks. generally accepted accounting principles.
- -----------------------------------------------------------------------------------------------------------------------------------
I, Alfred B. Childs, SVP & Cashier We, the undersigned directors (trustees), attest to the
------------------------------- correctness of this Report of Condition (including the
Name and Title of Officer Authorized to Sign Report supporting schedules) and declare that it has been examined by
of the named bank do hereby declare that these Reports of us and to the best of our knowledge and belief has been
Condition and Income (including the supporting schedules) have prepared in conformance with the instructions issued by the
been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and
appropriate Federal regulatory authority and are true to the best correct.
of my knowledge and belief.
/s/ Stuart M. Pearman
----------------------------------
/s/ Alfred B. Childs Director (Trustee)
------------------------------------------------
Signature of Officer Authorized to Sign Report
/s/ Arthur White
----------------------------------
1/21/98 Director (Trustee)
------------------------------------------------
Date of Signature
/s/ J. T. Moore Jr.
----------------------------------
Director (Trustee)
- -----------------------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:

STATE MEMBER BANKS: Return the original and one copy to the NATIONAL BANKS: Return the original only in the special return
appropriate Federal Reserve District Bank. address envelope provided. If express mail is used in lieu of
the special return address envelope, return the original only to
STATE NONMEMBER BANKS: Return the original only in the special the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204,
return address envelope provided. If express mail is used in Crofton, MD 21114.
lieu of the special return address envelope, return the original
only to the FDIC, c/o Quality Data Systems, 2127 Espey Court,
Suite 204, Crofton, MD 21114.
- -----------------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number ____________ 12/31/97
(RCRI 9050) Banks should affix the address label in this space.

U. S. Trust Company of Texas, National Association
--------------------------------------------------
Legal Title of Bank (TEXT 9010)

2001 Ross Avenue, Suite 2700
--------------------------------------------------
City (TEXT 9130)

Dallas, TX 75201
--------------------------------------------------
State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
<PAGE>

Call Date: 09/30/97 State #: 6797 FFIEC 034
U.S. Trust Company of Texas, N.A. Vendor ID: D Cert #: 33217 Page RC-2
2100 Ross Avenue, Suite 2700 Transit #: 11101765
Dallas, TX 75201
9

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR June 30,1997

All schedules are to be reported in thousands of dollars. Unless otherwise indicated,
report the amount outstanding as of the last business day of the quarter.

SCHEDULE RC - BALANCE SHEET

C100
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------
ASSETS

1. Cash and balances due from depository institutions: RCON
----
a. Noninterest-bearing balances and currency and coin (1,2)_________________ ______ _______ 0081 886 1.a
b. Interest bearing balances (3)____________________________________________ ______ _______ 0071 2061 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_______________ ______ _______ 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)_____________ ______ _______ 1773 130,637 2.b
3. Federal funds sold (4) and securities purchased under agreements to resell: 1350 9,000 3
4. Loans and lease financing receivables: RCON
----
a. Loans and leases, net of unearned income (from Schedule RC-C)____________ 2122 15,528 4.a
b. LESS: Allowance for loan and lease losses_______________________________ 3123 200 4.b
c. LESS: Allocated transfer risk reserve___________________________________ 3128 0 4.c
RCON
d. Loans and leases, net of unearned income, allowance, and reserve ----
(item 4.a minus 4.b and 4.c)____________________________________________ ______ _______ 2125 15,328 4.d
5. Trading assets_______________________________________________________________ ______ _______ 3545 0 5.
6. Premises and fixed assets (including capitalized leases)_____________________ ______ _______ 2145 780 6.
7. Other real estate owned (from Schedule RC-M)_________________________________ ______ _______ 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)_________________________________________________________ ______ _______ 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding_________________ ______ _______ 2155 0 9.
10. Intangible assets (from Schedule RC-M)_______________________________________ ______ _______ 2143 0 10.
11. Other assets (from Schedule RC-F)____________________________________________ ______ _______ 2160 1,962 11.
12. a. Total assets (sum of items 1 through 11)_________________________________ ______ _______ 2170 160,654 12.a
b. Losses deferred pursuant to U.S.C. 1823(j)_______________________________ ______ _______ 0306 0 12.b
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 12.a and 12.b)___________________________________________ ______ _______ 0307 160,654 12.c

(1) Includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to the sum of Schedule RC-M, items 3.a and 3.b.
(3) Includes time certificates of deposit not held for trading.
(4) Report "term federal funds sold" in Schedule RC, item 4.a, "Loans and leases, net of unearned income," and in Schedule
RC-C, part 1.
(5) Report securities purchased under agreements to resell that involve the receipt of immediately available funds and
mature in one business day or roll over under a continuing contract in Schedule RC, item 3.a, "Federal funds sold."
<PAGE>
U.S. Trust Company of Texas, N.A. Call Date: 12/31/97 State #: 6797 FFIEC 034
2100 Ross Avenue, Suite 2700 Vendor ID: D Cert #: 33217 Page RC-2
Dallas, TX 75201 Transit #: 11101765
10
SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
- ----------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E)_____________________________________ RCON ----
---- 2200 132,784 13.a
(1) Noninterest-bearing (1)____________________________________________ 6631 24,929 13.a.1
(2) Interest-bearing __________________________________________________ 6636 107,855
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing_______________________________________________
(2) Interest-bearing__________________________________________________
14. Federal funds purchased (2) and securities sold under agreements to repurchase: RCON
----
2800 0 14
15. a. Demand notes issued to the U.S. Treasury_________________________________ ______ _______ 2840 0 15.a
b. Trading liabilities______________________________________________________ ______ _______ 3548 0 15.b
16. Other borrowed money:
a. With a remaining maturity of one year or less____________________________ ______ _______ 2332 1,000 16.a
b. With a remaining maturity of more than one year through three years_______ ______ _______ A547 2,000 16.b
c. With a remaining maturity of more than three years________________________ ______ _______ A548 2,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding_____________________ ______ _______ 2920 0 18.
19. Subordinated notes and debentures____________________________________________ ______ _______ 3200 0 19.
20. Other liabilities (from Schedule RC-G)_______________________________________ ______ _______ 2930 2,323 20.
21. Total liabilities (sum of items 13 through 20)_______________________________ ______ _______ 2948 140,107 21.
22. Not applicable

EQUITY CAPITAL RCON
----
23. Perpetual preferred stock and related surplus________________________________ ______ _______ 3838 7,000 23.
24. Common stock_________________________________________________________________ ______ _______ 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock)_____________________ ______ _______ 3839 8,384 25.
26. a. Undivided profits and capital reserves___________________________________ ______ _______ 3632 4,298 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities___ ______ _______ 8434 365 26.b
27. Cumulative foreign currency translation adjustments__________________________
28. a. Total equity capital (sum of items 23 through 27)________________________ ______ _______ 3210 20,547 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j)____________________________ ______ _______ 0306 0 28.b
c. Total equity capital and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 28.a and 28.b)________________________________________________ ______ _______ 3559 20,547 28.c
29. Total liabilities, limited-life preferred stock, equity capital, and losses
deferred pursuant to 12 U.S.C. 1823(j) (sum of items 21, 22, and 28.c)_______ ______ _______ 2257 160,654 29.
Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the most RCON
comprehensive level of auditing work performed for the bank by independent external auditors as ----
of any date during 1996________________________________________________________________________ 6724 N/A M.1

1 = Independent audit of the bank conducted in accordance
with generally accepted auditing standards by certified
public accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company (but
not on the bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
4 = Directors' examination of the bank performed byother
external auditors (may be required bystate chartering
authority)
5 = Review of the bank's financial statements by external
auditors
6 = Compilation of the bank's financial statements by
external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
(2) Report "term federal funds purchased" in Schedule RC, item 16, "Other borrowed money."
(3) Report securities sold under agreements to repurchase that involve the receipt of immediately available funds and
mature in one business day or roll over under a continuing contract in Schedule RC, item 14.a, "Federal funds
purchased."

</TABLE>