INTERIM SERVICES INC, 10-Q, 1998-08-03

INTERIM SERVICES INC
10-Q, 1998-08-03
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<PAGE>

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 26, 1998

Commission file number 0-23198

INTERIM SERVICES INC.
(Exact name of registrant in its charter)

Delaware 36-3536544
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
(Address of principal executive offices, including zip code)

(954) 938-7600
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes ( X ) No ( )

The number of shares outstanding of the registrant's Common Stock, $0.0l par
value, at July 29, 1998 was 47,263,359 shares.

<PAGE>

TABLE OF CONTENTS

PART I Financial Information

Page
----
Item 1. Financial Statements

Consolidated Statements of Earnings
Three Months Ended June 26, 1998 and June 27, 1997
Six Months Ended June 26, 1998 and June 27, 1997.............. 1

Consolidated Balance Sheets
June 26, 1998 and December 26, 1997........................... 2

Consolidated Statements of Cash Flows
Six Months Ended June 26, 1998 and June 27, 1997.............. 3

Notes to Consolidated Financial Statements....................... 4

Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition............................ 7

PART II Other Information

Item 4. Matters Submitted to a Vote of Security Holders ......... 10

Item 5. Other Information
Proforma Condensed Consolidated Statement of Earnings......... 11

Item 6. Exhibits and Reports on Form 8-K........................ 14

<PAGE>

Item 1. Financial Statements

INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited, amounts in thousands, except per share amounts)

Three Months Ended Six Months Ended
---------------------- ----------------------
June 26, June 27, June 26, June 27,
1998 1997 1998 1997
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $ 461,622 $ 422,833 $ 877,813 $ 739,618
Cost of services 303,601 280,875 580,274 500,220
--------- --------- --------- ---------
Gross profit 158,021 141,958 297,539 239,398
--------- --------- --------- ---------
Selling, general and administrative expenses 108,515 101,283 204,492 172,062
Licensee commissions 12,745 11,034 24,352 20,462
Amortization of intangibles 5,562 5,081 10,883 7,365
Interest expense 7,745 6,668 15,800 6,943
Interest income (893) (483) (1,248) (483)
--------- --------- --------- ---------
133,674 123,583 254,279 206,349
--------- --------- --------- ---------
Earnings before income taxes and extraordinary item 24,347 18,375 43,260 33,049
Income taxes 10,761 8,453 19,121 14,602
--------- --------- --------- ---------
Earnings before extraordinary item 13,586 9,922 24,139 18,447
Extraordinary item - early extinguishment of debt, net of income taxes 2,773 -- 2,773 --
--------- --------- --------- ---------
Net earnings $ 10,813 $ 9,922 $ 21,366 $ 18,447
--------- --------- --------- ---------
--------- --------- --------- ---------
Basic earnings per share:
Earnings before extraordinary item $ 0.32 $ 0.25 $ 0.59 $ 0.47
Extraordinary item (0.07) -- (0.07) --
--------- --------- --------- ---------
Net earnings $ 0.25 $ 0.25 $ 0.52 $ 0.47
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted earnings per share:
Earnings before extraordinary item $ 0.31 $ 0.25 $ 0.57 $ 0.46
Extraordinary item (0.06) -- (0.06) --
--------- --------- --------- ---------
Net earnings $ 0.25 $ 0.25 $ 0.51 $ 0.46
--------- --------- --------- ---------
--------- --------- --------- ---------
Basic weighted average shares outstanding 42,488 39,190 41,187 39,110
--------- --------- --------- ---------
--------- --------- --------- ---------
Diluted weighted average shares outstanding 45,402 39,946 43,115 39,880
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

See notes to Consolidated Financial Statements.

<PAGE>

INTERIM SERVICES INC.
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)

(unaudited)
June 26, December 26,
1998 1997
---------- ------------
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 186,052 $ 15,570
Receivables, less allowance for doubtful
accounts of $5,932 and $5,229 266,211 230,947
Insurance deposits 27,516 23,974
Other current assets 43,639 37,610
---------- ----------
Total current assets 523,418 308,101
Goodwill, net 531,535 475,656
Tradenames and Other Intangibles, net 214,812 219,472
Property and Equipment, net 74,933 65,475
Other Assets 23,163 23,030
---------- ----------
$1,367,861 $1,091,734
---------- ----------
---------- ----------
Liabilities and Stockholders' Equity
Current Liabilities:
Current portion of long-term debt $ 15,238 $ 33,827
Accounts payable and other accrued expenses 73,565 77,104
Accrued salaries, wages and payroll taxes 94,621 74,641
Accrued self-insurance losses 29,861 28,466
Accrued income taxes 10,589 20,853
---------- ----------
Total current liabilities 223,874 234,891
Long-Term Debt 443,018 379,197
Deferred Tax Liability 4,959 4,054
Stockholders' Equity:

Preferred stock, par value $.01 per share;
authorized, 2,500,000 shares; none issued
or outstanding -- --
Common stock, par value $.01 per share;
authorized, 100,000,000 shares;
outstanding, 47,196,451 and 39,745,761 472 397

Additional paid-in capital 464,277 260,067
Retained earnings 227,827 206,461
Cumulative translation adjustment 3,434 6,667
---------- ----------
Total stockholders' equity 696,010 473,592
---------- ----------
$1,367,861 $1,091,734
---------- ----------
---------- ----------
</TABLE>

See notes to Consolidated Financial Statements.

<PAGE>

INTERIM SERVICES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, amounts in thousands)

Six Months Ended
----------------------
June 26, June 27,
1998 1997
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings before extraordinary item $ 24,139 $ 18,447
Adjustments to reconcile net earnings before extraordinary
item to net cash from operating activities:
Depreciation and amortization 20,203 14,560
Deferred income tax benefit (1,611) (3,139)

Changes in assets and liabilities, net of effect of acquisitions:
Receivables (28,942) (39,829)
Other assets (7,766) (9,289)
Accounts payable and accrued liabilities 6,526 39,033
Other 64 (67)
--------- ---------
Net Cash Provided by Operating Activities 12,613 19,716
--------- ---------
Cash Flows from Investing Activities:
Acquisitions, net of cash acquired (67,748) (560,883)
Capital expenditures (16,989) (11,558)
Net proceeds from sale of marketable securities -- 7,499
--------- ---------
Net Cash Used in Investing Activities (84,737) (564,942)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from debt 219,845 579,784
Debt repayments (180,505) (30,275)
Net proceeds from common stock offering 197,217 --
Proceeds from exercise of employee stock options and other 6,049 2,327
--------- ---------
Net Cash Provided by Financing Activities 242,606 551,836
--------- ---------
Increase in cash and cash equivalents 170,482 6,610
Cash and cash equivalents, beginning of period 15,570 18,938
--------- ---------
Cash and cash equivalents, end of period $ 186,052 $ 25,548
--------- ---------
--------- ---------

</TABLE>

See notes to Consolidated Financial Statements.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The consolidated financial statements of Interim Services Inc. and
subsidiaries (the "Company"), included herein, do not include all footnote
disclosures normally included in annual financial statements and,
therefore, should be read in conjunction with the Company's financial
statements and notes thereto for each of the three years in the period
ended December 26, 1997 included in the Company's Annual Report on Form
10-K.

The interim consolidated financial statements for the three and six months
ended June 26, 1998 and June 27, 1997 are unaudited and, in the opinion of
management, reflect all adjustments (consisting only of normal recurring
adjustments) necessary for fair presentation of financial position, results
of operations and cash flows for such periods. Certain reclassifications
have been made to the prior year's financial statements to conform with the
1998 presentation. Results for the three and six months ended June 26, 1998
are not necessarily indicative of results to be expected for the full
fiscal year ending December 25, 1998.

2. New Accounting Standard

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (the "Statement" or "SFAS No. 133").
The Statement establishes accounting and reporting standards requiring that
every derivative instrument (including certain derivative instruments
embedded in other contracts) be recorded in the balance sheet as either an
asset or liability measured at its fair value. The Statement requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that a
company must formally document, designate, and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133 is effective for
fiscal years beginning after June 15, 1999 and cannot be applied
retroactively. The Company has not yet quantified the impacts of adopting
SFAS No. 133 on its financial statements and has not determined the timing
of or method of adoption of the Statement.

3. Earnings Per Share

Basic earnings per share is computed by dividing the Company's earnings by
the weighted average number of shares outstanding during the period.

Diluted earnings per share is computed by dividing the Company's earnings
by the weighted average number of shares outstanding and the dilutive
impact of common stock equivalents, primarily stock options and convertible
subordinated notes. The dilutive impact of stock options is determined by
applying the treasury stock method and the dilutive impact of the
convertible subordinated notes is determined by applying the "if converted"
method.

The following table reconciles the numerator (earnings) and denominator
(shares) of the basic and diluted earnings per share computations for
earnings before extraordinary item.

<PAGE>

Three Months Ended
(amounts in thousands, except per share amounts)
---------------------------------------------------------------------------------
June 26, 1998 June 27, 1997
----------------------------------------- --------------------------------------
Earnings Earnings
before Per- before Per-
extraordinary Share extraordinary Share
item Shares Amount item Shares Amount
------------- -------- ---------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $13,586 42,488 $0.32 $9,922 39,190 $0.25
--------- ---------
Effect of Dilutive Securities:
Stock options -- 1,096 -- 756
Convertible subordinated notes 456 1,818 -- --
------------ -------- ------------ --------
Diluted EPS $14,042 45,402 $0.31 $9,922 39,946 $0.25
------------ -------- --------- ------------ -------- ---------
------------ -------- --------- ------------ -------- ---------

</TABLE>

Six Months Ended
(amounts in thousands, except per share amounts)
----------------------------------------------------------------------------------
June 26, 1998 June 27, 1997
----------------------------------------- --------------------------------------
Earnings Earnings
before Per- before Per-
extraordinary Share extraordinary Share
item Shares Amount item Shares Amount
------------- --------- ---------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $24,139 41,187 $0.59 $18,447 39,110 $0.47
---------- ---------
---------- ---------
Effect of Dilutive Securities:
Stock options -- 1,019 -- 770
Convertible subordinated notes 456 909 -- --
------------- --------- ------------- ---------
Diluted EPS $24,595 43,115 $0.57 $18,447 39,880 $0.46
------------- --------- ---------- ------------- --------- ---------
------------- --------- ---------- ------------- --------- ---------

</TABLE>

4. Comprehensive Income

Comprehensive income, which totaled $6.1 million and $15.3 million for the
three months ended June 26, 1998 and June 27, 1997, respectively, is
comprised of net earnings of $10.8 million and $9.9 million, respectively,
and foreign currency translation adjustments of ($4.7 million) and $5.4
million, respectively.

Comprehensive income, which totaled $18.2 million and $23.7 million for the
six months ended June 26, 1998 and June 27, 1997, respectively, is
comprised of net earnings of $21.4 million and $18.4 million, respectively,
and foreign currency translation adjustments of ($3.2 million) and $5.3
million, respectively.

5. Public Offerings

On April 23, 1998 the Company filed a registration statement on Form S-3
with the Securities and Exchange Commission (the "SEC") for the sale of
7,000,000 shares of its common stock (the "Common Stock Offering"). The
Common Stock Offering was consummated in May 1998 and resulted in proceeds
to the Company of approximately $197.2 million net of issuance costs and
offering expenses. Concurrently with the Common Stock Offering, the Company
filed a registration statement on Form S-3 with the SEC for the sale of
$207.0 million of

<PAGE>

4 1/2% Convertible Subordinated Notes (the "Notes Offering") due June 1,
2005. The Notes Offering was consummated in May 1998 and resulted in
proceeds to the Company of approximately $201.6 million net of issuance
costs and offering expenses. A portion of the proceeds from the Common
Stock and Notes Offerings was used to repay borrowings under the Company's
existing credit facilities. The balance of the proceeds will be used for
general corporate purposes, including strategic acquisitions.

The 4 1/2% Convertible Subordinated Notes (the "Notes") are convertible
into common stock at any time prior to maturity at a conversion rate of
26.8052 shares per each $1,000 principal amount, equivalent to a conversion
price of approximately $37.31 per share. Interest on the Notes is payable
semi-annually on June 1 and December 1 of each year, commencing December 1,
1998. The Notes are redeemable, in whole or in part, at the option of the
Company at any time on or after June 1, 2001 at the redemption prices
(together with accrued interest to the redemption date) set forth below.
Such redemption prices (expressed as a percentage of principal amount) are
as follows for the 12-month period beginning on June 1 of the following
years:

Year Redemption Price
---- ----------------
<S> <C>
2001 102.571%
2002 101.929
2003 101.286
2004 100.643
June 1, 2005 and thereafter 100.000
</TABLE>

The Notes are unsecured obligations subordinated in right of payment to all
existing and future Senior Debt (as defined in the indenture) of the
Company and will be effectively subordinated in right of payment to all
Senior Debt and other liabilities of the Company and the Company's
subsidiaries. As of June 26, 1998, the Company had $321.0 million of Senior
Debt. The Notes will not restrict the Company or its subsidiaries from
incurring additional Senior Debt or other indebtedness.

6. Extraordinary Item

In June 1998 the Company used a portion of net proceeds from the Common
Stock and Notes Offerings to repay its U.S. dollar denominated term loan
(the "term loan") and U.S. dollar denominated amounts outstanding under its
revolving credit facility. The prepayment of the term loan and the
termination of the related interest rate swap agreements resulted in an
extraordinary charge for early extinguishment of debt of $2.8 million ($4.6
million before tax) or $0.06 per diluted share in 1998.

<PAGE>

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

RESULTS OF OPERATIONS
- ---------------------

Three Months Ended June 26, 1998 Compared to Three Months Ended June 27, 1997
- -----------------------------------------------------------------------------

Revenues increased 9.2% to $461.6 million from $422.8 million last year.
Excluding revenues from the Company's former HealthCare business, which was sold
at the end of the third quarter 1997, revenues increased 29.4% from $356.7
million. Professional Services revenue increased 37.9% reflecting strong
internal growth, primarily in Information Technology services ("IT"); the
acquisition of Michael Page Group PLC ("Michael Page") in April 1997 combined
with its continued organic growth; and several smaller acquisitions in the first
quarter of 1998. Commercial Staffing revenues increased 20.8% reflecting the
continued expansion of the Interim On-Premise program, increased demand for
traditional commercial staffing services and the acquisition of Crone Corkill
Group, PLC, a UK-based Commercial Staffing company in March 1998.

Gross profit increased 11.3% to $158.0 million compared with $142.0 million a
year ago. Gross profit margin increased to 34.2% from 33.6% last year. This
expansion was principally due to an increase in the amount of Professional
Services revenue as a percentage of total revenues. Professional Services
generate higher gross profit rates than Commercial Staffing. Excluding
HealthCare, Professional Services revenue represented 53.3% of 1998 total
revenue compared with 50.0% of total revenue in 1997. Other factors contributing
to the increase in the gross profit rate include higher pricing in IT and a
63.4% increase in placement revenues compared with the same quarter last year.

Selling, general and administrative expenses increased 7.1% to $108.5 million
from $101.3 million last year. Selling, general and administrative expenses as a
percentage of revenues were 23.5% compared with 24.0% a year ago.

Licensee commissions increased 15.5% to $12.7 million from $11.0 million last
year. Licensee commissions as a percentage of revenues increased slightly to
2.8% from 2.6%.

Amortization expense increased 9.5% to $5.6 million from $5.1 million reflecting
the increase in intangible assets arising from acquisitions, primarily Michael
Page.

Interest expense increased to $7.7 million from $6.7 million last year. The
Company had average borrowings outstanding during the second quarter of 1998 of
$461.0 million at an average rate of interest, including the affects of interest
rate swaps, of 6.7% versus $400.4 million outstanding during the second quarter
of 1997 at an average rate of interest of 6.9%.

Interest income increased to $0.9 million from $0.5 million last year, primarily
due to the investment of proceeds from the Common Stock and Notes Offerings.

The effective tax rate for the second quarter of 1998 was 44.2% versus 46.0%
last year. The decline in the effective tax rate is due primarily to higher
earnings in proportion to the level of non-deductible intangibles.

In June 1998, the Company prepaid its U.S. dollar denominated term loan with a
portion of the net proceeds from its Common Stock and Notes Offerings, and
recognized an extraordinary charge from early extinguishment of debt of $2.8
million (net of income taxes) for the early extinguishment of such debt and
the termination of the related interest rate swap agreements.

Net earnings before the extraordinary loss on debt extinguishment for the
quarter increased 36.9% to $13.6 million, or $0.31 per diluted share, compared
with $9.9 million, or $0.25 per diluted share last year. This represents a 24.0%
increase in per share earnings. The weighted average number of shares used in
the per share calculation (as adjusted for the dilutive impact of common stock
equivalents) increased to 45,402,000 from 39,946,000 last year.

<PAGE>

Six Months Ended June 26, 1998 Compared to Six Months Ended June 27, 1997
- -------------------------------------------------------------------------

Revenues increased 18.7% to $877.8 million from $739.6 million last year.
Excluding revenues from the Company's former HealthCare business, which was
sold at the end of the third quarter 1997, revenues increased 43.0% from
$613.8 million. Professional Services revenue increased 70.9% reflecting
strong internal growth, primarily in IT services; the acquisition of Michael
Page in April 1997 combined with its continued organic growth subsequent to
the acquisition; the acquisition of AimExecutive Holdings, Inc. ("AIM") in
March 1997; and several smaller acquisitions in the first quarter of 1998.
Commercial Staffing revenues increased 20.6% reflecting the continued
expansion of the Interim On-Premise program, increased demand for traditional
commercial staffing services and the acquisition of Crone Corkill Group, PLC,
a UK-based Commercial Staffing company in March 1998.

Gross profit increased 24.3% to $297.5 million compared with $239.4 million a
year ago. Gross profit margin increased to 33.9% from 32.4% last year. This
expansion was principally due to an increase in the amount of Professional
Services revenue as a percentage of total revenues. Professional Services
generate higher gross profit rates than Commercial Staffing. Excluding
HealthCare, Professional Services revenue represented 53.4% of 1998 total
revenue compared with 44.7% of total revenue in 1997. Other factors contributing
to the increase in the gross profit rate include higher pricing in IT and a
170.4% increase in placement revenues compared with the first half of 1997.

Selling, general and administrative expenses increased 18.8% to $204.5 million
from $172.1 million last year. Selling, general and administrative expenses as a
percentage of revenues remained constant at 23.3%.

Licensee commissions increased 19.0% to $24.4 million from $20.5 million last
year. Licensee commissions as a percentage of revenues remained constant at
2.8%.

Amortization expense increased 47.8% from $7.4 million to $10.9 million
reflecting the increase in intangible assets arising from acquisitions,
primarily Michael Page.

Interest expense increased to $15.8 million from $6.9 million last year. This
resulted from increased borrowings for acquisitions, primarily Michael Page.
The Company had average borrowings outstanding during the first six months of
1998 of $452.7 million versus $209.5 million outstanding during the first six
months of 1997. The average rate of interest, including the affects of
interest rate swaps in both six month periods, approximated 6.9%.

Interest income increased to $1.2 million from $0.5 million last year, primarily
due to the investment of proceeds from the Common Stock and Notes Offerings.

The effective tax rate for the six months ended June 26, 1998 and June 27, 1997
was 44.2%.

In June 1998, the Company prepaid its U.S. dollar denominated term loan with a
portion of the net proceeds from its Common Stock and Notes Offerings, and
recognized an extraordinary charge for early extinguishment of debt of $2.8
million (net of income taxes) for the early extinguishment of such debt and
the termination of the related interest rate swap agreements.

Net earnings before the extraordinary loss on debt extinguishment for the six
months ended June 26, 1998 increased 30.9% to $24.1 million, or $0.57 per
diluted share, compared with $18.4 million, or $0.46 per diluted share last
year. This represents a 23.9% increase in per share earnings before
extraordinary item. The weighted average number of shares used in the per share
calculation (as adjusted for the dilutive impact of common stock equivalents)
increased to 43,115,000 from 39,880,000 last year.

<PAGE>

FINANCIAL CONDITION
- -------------------

In May 1998 the Company completed an offering of 7,000,000 shares of its common
stock, resulting in proceeds to the Company of approximately $197.2 million net
of issuance costs and offering expenses. Concurrently with the Common Stock
Offering, the Company completed an offering of $207.0 million of 4 1/2%
Convertible Subordinated Notes due 2005, resulting in proceeds to the Company of
approximately $201.6 million net of issuance costs and offering expenses. A
portion of the proceeds from the Common Stock and Notes Offerings was used to
repay borrowings under the Company's existing credit facilities. The balance of
the proceeds will be used for general corporate purposes, including strategic
acquisitions.

Net cash provided by operating activities was $12.6 million and $19.7 million
for the six months ended June 26, 1998 and June 27, 1997, respectively. Lower
operating cash flow in 1998 resulted from less cash provided by changes in
working capital due to the timing of payments in 1998 compared with 1997,
offset slightly by the impact on receivables in 1998 that an improvement in
days sales outstanding created. Operating cash flow in 1998 was positively
impacted by increased earnings and depreciation and amortization.

Investing activities used $84.7 million for the six months ended June 26,
1998 due primarily to acquisitions in the first quarter of 1998 in the
accounting, banking and finance area of the Professional Services business
and the acquisition of Crone Corkill Group, PLC. Investing activities in 1998
were also impacted by capital expenditures for new computer hardware and
software to upgrade and expand the Company's information technology
capabilities. Investing activities used $564.9 million for the six months
ended June 27, 1997 relating primarily to the Michael Page and AIM
acquisitions.

Cash provided by financing activities was $242.6 million and $551.8 for the six
months ended June 26, 1998 and June 27, 1997, respectively. Cash provided by
financing activities in 1998 primarily reflects proceeds from the Common Stock
and Notes Offerings, offset by repayment of borrowings under the Company's
existing credit facilities. In 1997, cash provided by financing activities
resulted from borrowings under a credit facility primarily due to the
acquisition of Michael Page.

<PAGE>

PART II - OTHER INFORMATION

Item 4. - Matters Submitted to a Vote of Security Holders

(a) The Annual Meeting of the stockholders of the Company was on May
7, 1998.

(b) Not applicable.

(1) To elect directors Steven S. Elbaum and Jerome Grossman to
continue in office as Class II Directors for a three-year
term expiring on the date of the Annual Shareholder's
Meeting in the year 2001.

<TABLE>
<CAPTION>
Votes For: Votes Withheld:
---------- ---------------
<S> <C> <C>
Steven S. Elbaum 36,830,486 205,761
Jerome Grossman 36,813,834 222,430
</TABLE>

(2) To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the fiscal period ending
December 25, 1998.
<TABLE>
<CAPTION>
Votes For: Votes Against: Abstentions:
---------- -------------- ------------
<S> <C> <C>
36,234,184 24,531 75,901
</TABLE>

(3) To approve the Amendment to the Company's Restated
Certificate of Incorporation increasing authorized common
stock by 50,000,000 shares to a total of 100,000,000
shares.

<TABLE>
<CAPTION>
Votes For: Votes Against: Abstentions:
---------- -------------- ------------
<S> <C> <C>
35,031,829 1,269,515 40,164
</TABLE>

(4) To approve the Company's 1998 Stock Incentive Plan.
<TABLE>
<CAPTION>
Votes For: Votes Against: Abstentions:
---------- -------------- ------------
<S> <C> <C>
27,245,309 5,915,629 60,372
</TABLE>

(d) Not applicable.

<PAGE>

Item 5. - Other Information

The historical statements of earnings as filed in this Form 10-Q Item 1. reflect
the operations of the Company's acquisitions in 1997 from their respective dates
of acquisitions and include the results of operations of its HealthCare business
(the "HealthCare Business") that was sold on September 26, 1997. The pro forma
condensed consolidated statement of earnings of the Company reflects the
divestiture of the HealthCare Business and includes acquisitions consummated in
1997, including the acquisition of Michael Page Group PLC ("Michael Page"), and
AimExecutive Holdings, Inc., Interim Accounting Professionals of San Diego,
Interim Personnel of Yakima, Inc., Thompson and Thompson, Inc., Centex Personnel
Pool, Inc., Mainstream Access, Inc., Interim Personnel of Hampton Roads, L.C.,
Employment Connection of Duluth, Inc., Interim Personnel of Columbia, Inc.,
Interim Personnel of Piedmont, Inc., Interim Personnel of the Upstate, Inc.,
Interim Personnel of Spartanburg, Inc., Interim Personnel of Wichita, Inc.,
Interim Personnel of Sebring, Inc., ("Other Acquisitions") and is filed
herewith.

The following pro forma condensed consolidated statement of earnings of the
Company for the six months ended June 27, 1997 is based on historical financial
statements of the Company and has been adjusted to reflect the acquisition of
Michael Page and Other Acquisitions, and the sale of the Company's HealthCare
Business in each case as if such events had occurred as of December 27, 1996.

On September 26, 1997, Interim completed the sale of substantially all of its
HealthCare Business. The consummation of the sale of Interim HealthCare of New
York, Inc. has been postponed pending approval by the New York State regulators,
but is reflected in the following pro forma financial information as being sold.

The pro forma condensed consolidated statement of earnings does not purport to
represent the actual financial position or results of operations of the Company
had the transactions assumed therein in fact occurred on the dates specified,
nor are they necessarily indicative of the results of operations that may be
achieved in the future. The pro forma condensed consolidated financial
information is based on certain assumptions and adjustments described in the
notes hereto and should be read in conjunction therewith.

<PAGE>

INTERIM SERVICES INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(unaudited, amounts in thousands, except per share amounts)

For the Six Months Ended June 27, 1997
--------------------------------------------------------------------------------------------------
Acquisitions
--------------------------------------
Pro Forma
Pro Forma Effect after
of HealthCare Pro Forma Disposition
Historical Business after Michael Other Pro Forma and
Interim Disposition Disposition Page d) Acqs. d) Adjustments Acquisitions
---------- ----------- ---------- --------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 739,618 $(125,842) a) $ 613,776 $ 76,253 $ 24,591 $ -- $ 714,620
Cost of services 500,220 (74,868) a) 425,352 38,213 15,193 -- 478,758
--------- ------- --------- --------- --------- -------- ---------
Gross Profit 239,398 (50,974) 188,424 38,040 9,398 -- 235,862
--------- ------- --------- --------- --------- -------- ---------

Selling, general
and administrative expenses 172,062 (40,324) a) 131,738 25,073 6,645 406 e) 163,862
Licensee commissions 20,462 (423) a) 20,039 -- -- (406) e) 19,633
Amortization of intangibles 7,365 (1,195) a) 6,170 -- -- 3,942 f) 10,112
Interest expense 6,460 (3,462) b) 2,998 (964) -- 13,444 g) 15,478
Merger expense -- -- -- 5,064 -- (5,064) h) --
--------- ------- --------- --------- --------- -------- ---------
206,349 (45,404) 160,945 29,173 6,645 12,322 209,085
--------- ------- --------- --------- --------- -------- ---------
Earnings before taxes 33,049 (5,570) 27,479 8,867 2,753 (12,322) 26,777
Income taxes 14,602 (2,522) c) 12,080 4,593 -- (3,450) i) 13,223
--------- ------- --------- --------- --------- -------- ---------
Net earnings $ 18,447 $(3,048) $ 15,399 $ 4,274 $ 2,753 $ (8,872) $ 13,554
--------- ------- --------- --------- --------- -------- ---------
--------- ------- --------- --------- --------- -------- ---------
Diluted earnings per share $ 0.46 $ 0.34
--------- ---------
--------- ---------
Diluted weighted
average shares outstanding 39,880 39,880
--------- ---------
--------- ---------

</TABLE>

See Notes to Proforma Condensed Consolidated Statement of Earnings.

<PAGE>

INTERIM SERVICES INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF EARNINGS

a) To eliminate the results of operations of the HealthCare Business. A
portion of the eliminated selling, general and administrative costs reflect
corporate expenses that have been transferred to the HealthCare Business or
that will be eliminated. These corporate expenses reflect management's best
estimate of the costs no longer expected to be incurred by Interim
subsequent to the disposition of the HealthCare Business.

b) To reduce interest expense, due to the reduction of debt, from cash flows
generated by the sale.

c) To reflect the aggregate tax benefit of eliminating the HealthCare Business
and reducing borrowings.

d) Reflects the historical financial statements of the acquired companies.
Michael Page's financial statements have been adjusted for differences
between U.S. and U.K. Generally Accepted Accounting Principles. Michael
Page's statement of income has been translated into U.S. dollars using
average exchange rates for the period.

e) To eliminate licensee commissions as a result of the repurchase of several
Interim license operations.

f) To reflect amortization of goodwill and other intangibles generated by the
acquisitions on a straight-line basis over a weighted average life of 40
years.

g) To reflect the pro forma effect of interest on the additional borrowings
used to fund the acquisitions. Interest on the credit facilities is
computed at LIBOR plus 85 basis points.

h) To eliminate one-time costs incurred by Michael Page related to it being
acquired by the Company.

i) To reflect the aggregate tax benefit associated with the pro forma
adjustments to the statement of earnings.

<PAGE>

Item 6. - Exhibits and Reports on Form 8-K

(a) Exhibits Required by Item 601 of Regulation S-K

Exhibit
Number Exhibit Name
------ ------------

3.1 Restated Certificate of Incorporation of the registrant, as last
amended May 18, 1998, is filed herewith as Exhibit 3.1.

3.2 By-Laws of registrant, as amended, filed as Exhibit 3.2 to
the registrant's Form 10-Q for the quarter ending September
27, 1996, are incorporated herein by reference.

4.1 Form of Stock Certificate, filed as Exhibit 4.3 to the
registrant's Form 10-K for the fiscal year ended December
27, 1996, is incorporated herein by reference.

4.2 Rights Agreement dated as of March 17, 1994 between the
registrant and Boatmen's Trust Company, filed as Exhibit
1.1 to the registrant's Form 8-A filed April 11, 1994, is
incorporated herein by reference.

4.3 Certificate of Designation, Preferences and Rights filed
with the Secretary of State of the State of Delaware, filed
as Exhibit 2.1 to the registrant's Form 8-A filed April 11,
1994, is incorporated herein by reference.

4.4 Amendment No. 1 to Rights Agreement dated June 26, 1996
between the registrant, Boatmen's Trust Company and
ChaseMellon Shareholder Services L.L.C., filed as Exhibit
4.1(A) to the registrant's Form 10-Q for the quarter ended
September 27, 1996, is incorporated herein by reference.

4.5 Amendment No. 2 to Rights Agreement dated February 25, 1997
between the registrant and ChaseMellon Shareholder Services
L.L.C., filed as Exhibit 4.1(B) to the registrant's Form
10-Q for the quarter ended March 28, 1997, is incorporated
herein by reference.

4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the
Restated Certificate of Incorporation of the registrant, as
last amended May 18, 1998, is filed herewith as Exhibit
4.6.

4.7 Sections Four through Twelve and Thirty-Five through
Forty-One of the Bylaws of the registrant, as amended,
filed as part of Exhibit 4.2 to registrant's Form S-3 filed
September 16, 1996, are incorporated herein by reference.

4.8 Certificate of Increase of Shares Designated as
Participating Preferred Stock, filed as Exhibit 2.2 to the
Corporation's Form 8-A/A2, dated November 3, 1997, is
incorporated herein by reference.

4.9 Indenture, including form of Notes, dated as of May 27,
1998, from the registrant to The Bank of New York with
respect to the registrant's 4 1/2 % Convertible
Subordinated Notes due 2005, issued or to be issued
pursuant to the registrant's Form S-3 dated April 23, 1998,
filed on May 6, 1998, is filed herewith.

10.1 1994 Stock Option Plan for Franchisees, Licensees and
Agents, as amended, filed as Exhibit 10.4A to the
registrant's Form S-3, filed on July 12, 1995, is
incorporated herein by reference.

10.2 Tax Sharing Agreement dated October 1993, by and between H&R
Block, Inc. and Interim Services Inc. filed as Exhibit 10.5 to
the registrant's Form S-1 dated November 5, 1993, is
incorporated herein by reference.

<PAGE>

Exhibit
Number Exhibit Name
------ ------------

10.3 Indemnification Agreement dated January 1, 1994, by and
between Interim Services Inc. and H&R Block, Inc., filed as
Exhibit 10.8 to the registrant's Form S-1 dated November 5,
1993, is incorporated herein by reference.

10.4 Employment Agreement dated as of May 1, 1994, by and
between Interim Services Inc. and Raymond Marcy, filed as
Exhibit 10(L) to the registrant's Form 10-K for the fiscal
year ended December 30, 1994, is incorporated herein by
reference.

10.5 Credit Agreement between Interim Services Inc. and
NationsBank dated as of May 1, 1997, filed as Exhibit 10.11
to the registrant's Form 10-Q for the quarter ending March
28, 1997, is incorporated herein by reference.

10.6 Recommended Cash Offer dated March 14, 1997, by J.P. Morgan
on behalf of Interim Services (UK) PLC, a wholly-owned
subsidiary of Interim Services Inc., for Michael Page Group
PLC filed as Exhibit 10.12 to the registrant's Form 10-Q
for the quarter ending June 27, 1997, is incorporated
herein by reference.

10.7 Interim Services Inc. 1997 Long Term Executive Compensation
and Outside Directors Stock Option Plan, filed as Exhibit I
to the registrant's Proxy Statement dated April 10, 1997,
is incorporated herein by reference.

10.8 Interim Services Inc. Incentive Plan for 162(m) Executives,
filed as Exhibit III to the registrant's Proxy Statement
dated April 10, 1997, is incorporated herein by reference.

10.9 Restated Stock Purchase Agreement, dated September 26, 1997
among Interim Services Inc., Catamaran Acquisition Corp.
and Cornerstone Equity Investors IV, L.P., filed as Exhibit
2.1 to the registrant's Form 8-K dated September 26, 1997
and filed October 13, 1997, is incorporated herein by
reference.

10.10 The Deferred Compensation Plan of Interim Services Inc., filed
as Exhibit 4.1 to the registrant's Form S-8 filed on
July 23, 1997, is incorporated herein by reference.

10.11 The Interim Services Inc. Outside Directors Compensation
Plan filed as Exhibit 10.15 to the registrant's Form 10-Q
for the quarter ending September 26, 1997 is incorporated
herein by reference.

10.12 The 1997 Stock Purchase Assistance Plan for executives of
the registrant filed as Exhibit 10.16 to the registrant's
Form 10-K for the fiscal year ended December 26, 1997 is
incorporated herein by reference.

10.13 Amendment Agreement No. 1, dated as of June 1, 1997 to the
Credit Agreement dated as of May 1, 1997 between the registrant
and NationsBank is incorporated herein by reference.

10.14 Interim Services Inc. 1998 Stock Incentive Plan, filed as
Exhibit B to the registrant's Proxy Statement dated
March 24, 1998, is incorporated herein by reference.

10.15 Amendment Agreement No. 2, dated as of May 21, 1998, to the
Credit Agreement, dated as of May 1, 1997, between the
registrant and NationsBank is filed herewith as Exhibit 10.15.

10.16 Amendment Agreement No. 3, dated as of May 21, 1998, to the
Credit Agreement, dated as of May 1, 1997, between the
registrant and NationsBank is filed herewith as Exhibit 10.16.

27. Financial Data Schedule

<PAGE>

(b) The Company filed a report on Form 8-K, dated June 5, 1998, reporting under
Item 5 of Form 8-K, the approval by the stockholders of the Company of an
amendment to the Restated Certificate of Incorporation of the Company to
increase the authorized number of shares of common stock, par value $0.01
per share, from 50,000,000 to 100,000,000.

Exhibit
Number Exhibit Name
------ ------------

3.1 Restated Certificate of Incorporation of the registrant, as
last amended May 18, 1998.

4.6 Articles Fourth, Fifth, Seventh, Eighth and Tenth of the
Restated Certificate of Incorporation of the registrant, as
last amended May 18, 1998.

10.15 Amendment Agreement No. 2, dated as of May 21, 1998, to the
Credit Agreement, dated as of May 1, 1997, between the
registrant and NationsBank.

10.16 Amendment Agreement No. 3, dated as of May 21, 1998, to the
Credit Agreement, dated as of May 1, 1997, between the
registrant and NationsBank.

27. Financial Data Schedule

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

INTERIM SERVICES INC.
---------------------
(Registrant)

DATE - August 3, 1998 BY /s/ Roy G. Krause
---------------------------------
Roy G. Krause
Executive Vice President
and Chief Financial Officer
(principal financial officer)

DATE - August 3, 1998 BY /s/ Mark W. Smith
---------------------------------
Mark W. Smith
Vice President, Finance
(principal accounting officer)

<PAGE>

EXHIBIT 3.1

RESTATED CERTIFICATE

INCORPORATION

INTERIM SERVICES INC.
--------------------------------------------
PURSUANT TO SECTIONS 228, 242 AND 245
of the General Corporation Law
of the State of Delaware
--------------------------------------------

INTERIM SERVICES INC., a Delaware Corporation, (the
"Corporation") organized on September 15, 1987, under the name Interim Systems
Corporation, does hereby amend and restate its Restated Certificate of
Incorporation to read in its entirety as follows:

FIRST: The name of the Corporation is Interim Services Inc.
(hereafter, the "Corporation").

SECOND: The address of the registered office of the Corporation in
the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Kent
County, Delaware 19901. The name of the registered agent at that address
is CSC The United States Corporation Company.

THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "GCL").

FOURTH: The aggregate number of shares of all classes of stock that
the Corporation shall have authority to issue is 102,500,000 divided into
two classes as follows:

(i) 100,000,000 shares of a class designated Common Stock, with
a par value of $0.01 per share; and

(ii) 2,500,000 shares of a class designated Preferred Stock, with
a par value of $.01 per share.

The voting powers, designations, preferences, qualifications,
limitations, restrictions and special or relative rights in respect of each
class of stock are or shall be fixed as follows:

(1) PREFERRED STOCK. The Board of Directors is expressly
authorized to issue the Preferred Stock from time to time, in one or more
series, provided that the

1
<PAGE>

aggregate number of shares issued and outstanding at any time of all such
series shall not exceed 2,500,000. The Board of Directors is further
authorized to fix or alter by resolution or resolutions, in respect of each
such series, the following terms and provisions of any authorized and
unissued shares of such stock:

(a) The distinctive serial designation;

(b) The number of shares of the series, which number may at any time
or from time to time be increased or decreased (but not below the
number of shares of such series then outstanding) by the Board of
Directors;

(c) The voting powers and, if voting powers are granted, the extent
of such voting powers including the right, if any, to elect a
director or directors;

(d) The election, term of office, filling of vacancies and other
terms of the directorships of directors elected by the holders of
any one or more classes or series of such stock;

(e) The dividend rights, including the dividend rate and the dates on
which any dividends shall be payable;

(f) The date from which dividends on shares issued prior to the date
for payment of the first dividend thereon shall be cumulative, if
any;

(g) The redemption price, terms of redemption, and the amount of and
provisions regarding any sinking fund for the purchase or
redemption thereof;

(h) The liquidation preference and the amounts payable on dissolution
or liquidation;

(i) The terms and conditions, if any, under which shares of the
series may be converted; and

(j) Any other terms or provisions that the Board of Directors is by
law authorized to fix or alter.

(2) COMMON STOCK. The holders of shares of Common Stock
shall be entitled (i) to vote on all matters at all meetings of the
shareholders of the Corporation on the basis of one vote for each share
of Common Stock held of record; (ii) subject to any preferential
dividend rights applicable to the Preferred Stock, to receive such
dividends as may be declared by the Board of Directors; and (iii) in the
event of the voluntary, or involuntary, liquidation or winding up of the
Corporation, after distribution in full of any preferential amounts to
be distributed to holders of shares of Preferred Stock, to receive all
of the remaining assets of the Corporation available for distribution to
its shareholders, ratably in proportion to the aggregate number of their
shares of Common Stock and Preferred Stock (if the holders of such
Preferred Stock are entitled to share in such distribution).

2
<PAGE>

(3) PROVISIONS APPLICABLE TO COMMON AND PREFERRED STOCK. No
holder of shares of any class of stock of the Corporation shall be
entitled, as a matter of right, to purchase or subscribe for any shares
of any class of stock of the Corporation, whether now or hereafter
authorized. The Board of Directors shall have authority to fix the
issue price of any and all shares of any class of stock of the
Corporation.

FIFTH: (A) NUMBER OF DIRECTORS. The number of directors to
constitute the Board of Directors shall be such number as fixed by a
resolution adopted by the affirmative vote of a majority vote of the
whole Board of Directors, but to be nine until otherwise determined.

(B) CLASSIFICATION OF DIRECTORS. Pursuant to an action taken
by the shareholders of the Corporation either at a special meeting
of the shareholders of the Corporation in 1993 or pursuant to a
consent in lieu thereof of the shareholders of the Corporation in
accordance with Section 228 of the GCL, the directors of the Corporation
shall be divided into three classes: Class I, Class II and Class III.
Membership in such classes shall be as nearly equal as possible and any
increase or decrease in the number of directors shall be apportioned by
the Board of Directors among the classes to maintain the number of
directors as nearly equal as possible. The initial Class directors
shall hold office until the annual meeting of shareholders of the
Corporation in 1994, the initial Class II directors shall hold office
until the annual meeting of shareholders of the Corporation in 1995 and
the initial Class III directors shall hold office until the annual
meeting of shareholders of the Corporation in 1996 or, in each case,
until their successors are elected and qualified and subject to prior
death, resignation, retirement or removal from office. Beginning in
1994, at each annual meeting of shareholders, the directors elected to
succeed those whose terms then expire shall belong to the same class as
the directors they succeed and shall hold office until the third
succeeding annual meeting of shareholders or until their successors are
elected and qualified and subject to the prior death, resignation,
retirement or removal from office of a director. No decrease in the
number of directors constituting the Board of Directors shall reduce the
term of any incumbent director.

Whenever the holders of any one or more classes or series of
Preferred Stock of the Corporation shall have the right to elect
directors, the election, term of office, filling of vacancies and other
terms of such directorships shall be governed by the provisions of this
Certificate of Incorporation applicable to such Preferred Stock and such
directors shall not be divided into classes pursuant to this Article
Fifth unless expressly provided or determined as provided elsewhere in
this Certificate of Incorporation.

(C) VACANCIES. Newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board of
Directors resulting from any cause shall be filled by a majority of the
Board of Directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the
same remaining term as his or her predecessor.

3
<PAGE>

(D) REMOVAL OF DIRECTORS. The entire Board of Directors of
the corporation may be removed at any time but only by the affirmative
vote of the holder of two-thirds or more of the outstanding shares of
each class of stock of the corporation entitled to elect one or more
directors at a meeting of the shareholders called for such purpose.

(E) BYLAWS. The Board of Directors shall have the power to
make, alter, amend, change, add to or repeal the Bylaws of the
corporation.

SIXTH: (A) The Corporation shall indemnify to the fullest
extent authorized or permitted by law (as now or hereafter in effect)
any person made, or threatened to be made a party or witness to any
action, suit or proceeding (whether civil or criminal or by or in the
right of the Corporation) by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Corporation or by
reason of the fact that such director or officer, at the request of the
Corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any
capacity. Nothing contained herein shall affect any rights to
indemnification to which employees other than directors and officer may
be entitled by law. No amendment to or repeal of this paragraph (A) of
Article Sixth shall apply to or have any effect on any right to
indemnification provided hereunder with respect to any acts or omissions
occurring prior to such amendment or repeal.

(B) No director or shareholder of the Corporation shall be
personally liable to the Corporation or its shareholders for monetary
damages for any breach of fiduciary duty as a director. Notwithstanding
the foregoing sentence, a director shall be liable to the extent
provided by applicable law (i) for any breach of the director's duty of
loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the GCL or
(iv) for any transaction from which such director derived an improper
personal benefit. No amendment to or repeal of this paragraph (B) of
Article Sixth shall adversely affect any right or protection of any
director of the Corporation existing at the time of such amendment to
repeal for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

SEVENTH: In the event any class of stock of the Corporation
is registered pursuant to the Securities Exchange Act of 1934, as
amended, for so long as such class of stock of the Corporation is so
registered, any action that may be taken at any annual or special
meeting of the shareholders of the Corporation shall be taken only at an
annual or special meeting of the shareholders of the Corporation and no
such action shall be taken without such a meeting, regardless of any
provision of the GCL that permits shareholders to take such an action by
written consent in lieu of an annual or special meeting of shareholders.

4
<PAGE>

the secretary. No business shall be conducted at any special meeting of
the shareholders other than the business stated in the call for such
meeting. The shareholders of the Corporation shall not be entitled, as
a matter of right, to require the Board of Directors to call a special
meeting of the shareholders or to bring any business before a special
meeting of the shareholders.

NINTH. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Restated Certificate of
Incorporation, or any amendment thereof, in the manner now or hereafter
prescribed by the GCL or this Restated Certification of Incorporation.

TENTH: The affirmative vote of the holders of not less then
2/3 of the outstanding shares of stock of the Corporation entitled to
vote generally in the election of directors shall be required to amend,
modify, alter or repeal Articles Fifth, Eighth and Tenth of this
Restated Certificate of Incorporation or any provision of the
Corporation's Bylaws.

IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be duly adopted by H & R Block Group, a Delaware
Corporation, and the sole shareholder of the Corporation, pursuant to Section
228, and in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware and to be executed in its
corporate name this [last amended 18th day of May, 1998].

INTERIM SERVICES INC.

By:
-----------------------------
Chairman of the Board
ATTEST:

- ------------------------------
Secretary

<PAGE>

EXHIBIT 4.6

ARTICLES FOURTH, FIFTH, SEVENTH, EIGHTH AND TENTH
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF INTERIM SERVICES INC.

FOURTH: The aggregate number of shares of all classes of stock that the
Corporation shall have authority to issue is 102,500,000 divided into two
classes as follows:

(i) 100,000,000 shares of a class designated Common Stock, with a par
value of $0.01 per share; and

(ii) 2,500,000 shares of a class designated Preferred Stock, with a
par value of $.01 per share.

The voting powers, designations, preferences, qualifications, limitations,
restrictions and special or relative rights in respect of each class of stock
are or shall be fixed as follows:

(1) PREFERRED STOCK. The Board of Directors is expressly authorized
to issue the Preferred Stock from time to time, in one or more series, provided
that the aggregate number of shares issued and outstanding at any time of all
such series shall not exceed 2,500,000. The Board of Directors is further
authorized to fix or alter by resolution or resolutions, in respect of each such
series, the following terms and provisions of any authorized and unissued shares
of such stock:

(a) The distinctive serial designation;

(c) The voting powers and, if voting powers are granted, the extent
of such voting powers including the right, if any, to elect a
director or directors;

(d) The election, term of office, filling of vacancies and other
terms of the directorships of directors elected by the holders of
any one or more classes or series of such stock;

(e) The dividend rights, including the dividend rate and the dates on
which any dividends shall be payable;

(f) The date from which dividends on shares issued prior to the date
for payment of the first dividend thereon shall be cumulative, if
any;

(g) The redemption price, terms of redemption, and the amount of and
provisions regarding any sinking fund for the purchase or
redemption thereof;

(h) The liquidation preference and the amounts payable on dissolution
or liquidation;

1
<PAGE>

(i) The terms and conditions, if any, under which shares of the
series may be converted; and

(j) Any other terms or provisions that the Board of Directors is by
law authorized to fix or alter.

(2) COMMON STOCK. The holders of shares of Common Stock shall be
entitled (i) to vote on all matters at all meetings of the shareholders of the
Corporation on the basis of one vote for each share of Common Stock held of
record; (ii) subject to any preferential dividend rights applicable to the
Preferred Stock, to receive such dividends as may be declared by the Board of
Directors; and (iii) in the event of the voluntary, or involuntary, liquidation
or winding up of the Corporation, after distribution in full of any preferential
amounts to be distributed to holders of shares of Preferred Stock, to receive
all of the remaining assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the aggregate number of their shares of
Common Stock and Preferred Stock (if the holders of such Preferred Stock are
entitled to share in such distribution).

(3) PROVISIONS APPLICABLE TO COMMON AND PREFERRED STOCK. No holder
of shares of any class of stock of the Corporation shall be entitled, as a
matter of right, to purchase or subscribe for any shares of any class of stock
of the Corporation, whether now or hereafter authorized. The Board of Directors
shall have authority to fix the issue price of any and all shares of any class
of stock of the Corporation.

FIFTH: (A) NUMBER OF DIRECTORS. The number of directors to constitute
the Board of Directors shall be such number as fixed by a resolution adopted by
the affirmative vote of a majority vote of the whole Board of Directors, but to
be nine until otherwise determined.

(B) CLASSIFICATION OF DIRECTORS. Pursuant to an action taken by the
shareholders of the Corporation either at a special meeting of the
shareholders of the Corporation in 1993 or pursuant to a consent in lieu thereof
of the shareholders of the Corporation in accordance with Section 228 of the
GCL, the directors of the Corporation shall be divided into three classes:
Class I, Class II and Class III. Membership in such classes shall be as nearly
equal as possible and any increase or decrease in the number of directors shall
be apportioned by the Board of Directors among the classes to maintain the
number of directors as nearly equal as possible. The initial Class directors
shall hold office until the annual meeting of shareholders of the Corporation in
1994, the initial Class II directors shall hold office until the annual meeting
of shareholders of the Corporation in 1995 and the initial Class III directors
shall hold office until the annual meeting of shareholders of the Corporation in
1996 or, in each case, until their successors are elected and qualified and
subject to prior death, resignation, retirement or removal from office.
Beginning in 1994, at each annual meeting of shareholders, the directors elected
to succeed those whose terms then expire shall belong to the same class as the
directors they succeed and shall hold office until the third succeeding annual
meeting of shareholders or until their successors are elected and qualified and
subject to the prior death, resignation, retirement or removal from office of a
director. No decrease in the number of directors constituting the Board of
Directors shall reduce the term of any incumbent director.

2
<PAGE>

Whenever the holders of any one or more classes or series of Preferred
Stock of the Corporation shall have the right to elect directors, the election,
term of office, filling of vacancies and other terms of such directorships shall
be governed by the provisions of this Certificate of Incorporation applicable to
such Preferred Stock and such directors shall not be divided into classes
pursuant to this Article Fifth unless expressly provided or determined as
provided elsewhere in this Certificate of Incorporation.

(C) VACANCIES. Newly created directorships resulting from an
increase in the number of directors and any vacancies on the Board of Directors
resulting from any cause shall be filled by a majority of the Board of Directors
then in office, although less than a quorum, or by a sole remaining director.
Any director elected to fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining term as his or her
predecessor.

(D) REMOVAL OF DIRECTORS. The entire Board of Directors of the
corporation may be removed at any time but only by the affirmative vote of the
holder of two-thirds or more of the outstanding shares of each class of stock of
the corporation entitled to elect one or more directors at a meeting of the
shareholders called for such purpose.

(E) BYLAWS. The Board of Directors shall have the power to make,
alter, amend, change, add to or repeal the Bylaws of the corporation.

SEVENTH: In the event any class of stock of the Corporation is registered
pursuant to the Securities Exchange Act of 1934, as amended, for so long as such
class of stock of the Corporation is so registered, any action that may be taken
at any annual or special meeting of the shareholders of the Corporation shall be
taken only at an annual or special meeting of the shareholders of the
Corporation and no such action shall be taken without such a meeting, regardless
of any provision of the GCL that permits shareholders to take such an action by
written consent in lieu of an annual or special meeting of shareholders.

EIGHTH: Special meetings of the shareholders for any lawful purpose or
purposes may be called at any time only by a majority of the Board of Directors,
by the Chairman of the Board or by the President. Each call for a special
meeting of the shareholders shall state the time, the day, the place and the
purpose or purposes of such meeting and shall be in writing, signed by the
persons making the same and delivered to the secretary. No business shall be
conducted at any special meeting of the shareholders other than the business
stated in the call for such meeting. The shareholders of the Corporation shall
not be entitled, as a matter of right, to require the Board of Directors to call
a special meeting of the shareholders or to bring any business before a special
meeting of the shareholders.

TENTH: The affirmative vote of the holders of not less then 2/3 of the
outstanding shares of stock of the Corporation entitled to vote generally in the
election of directors shall be required to amend, modify, alter or repeal
Articles Fifth, Eighth and Tenth of this Restated Certificate of Incorporation
or any provision of the Corporation's Bylaws.

<PAGE>

Exhibit 4.9

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

INTERIM SERVICES INC.,

as Issuer

THE BANK OF NEW YORK,

as Trustee

________________

Indenture

Dated as of May 27, 1998

________________

$180,000,000

41/2% Convertible Subordinated Notes
due 2005

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

INTERIM SERVICES INC.
CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE
ACT SECTION INDENTURE SECTION

Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(2) . . . . . . . . . . . . . . . . . . . . . 6.9
(a)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 6.8
6.10
Section 311(a) . . . . . . . . . . . . . . . . . . . . . 6.13
(b) . . . . . . . . . . . . . . . . . . . . . 6.13
Section 312(a) . . . . . . . . . . . . . . . . . . . . . 7.1
7.2
(b) . . . . . . . . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . . . . . . . . 7.2
Section 313(a) . . . . . . . . . . . . . . . . . . . . . 7.3
(b) . . . . . . . . . . . . . . . . . . . . . 7.3
(c) . . . . . . . . . . . . . . . . . . . . . 7.3
(d) . . . . . . . . . . . . . . . . . . . . . 7.3
Section 314(a) . . . . . . . . . . . . . . . . . . . . . 7.4
(a)(4) . . . . . . . . . . . . . . . . . . . . . 1.1
10.4
(b) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . . . 1.2
(c)(3) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . 1.2
Section 315(a) . . . . . . . . . . . . . . . . . . . . . 6.1
(b) . . . . . . . . . . . . . . . . . . . . . 6.2
(c) . . . . . . . . . . . . . . . . . . . . . 6.1
(d) . . . . . . . . . . . . . . . . . . . . . 6.1
(e) . . . . . . . . . . . . . . . . . . . . . 5.14
Section 316(a) . . . . . . . . . . . . . . . . . . . . . 1.1
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . 5.2
5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . 5.13
(a)(2) . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . 5.8
(c) . . . . . . . . . . . . . . . . . . . . . 1.4
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . . . 5.4
(b) . . . . . . . . . . . . . . . . . . . . . 10.3
Section 318(a) . . . . . . . . . . . . . . . . . . . . . 1.7

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

<PAGE>

TABLE OF CONTENTS
___________

PAGE

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Agent Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Applicable Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . .2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Cash Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Change of Control. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Closing Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Company Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Company Request" or "Company Order . . . . . . . . . . . . . . . . . . . .4
Constituent Person . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Conversion Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . .4
Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Dollar" or "U.S.$. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
DTC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Excess Purchase Payment. . . . . . . . . . . . . . . . . . . . . . . . . .4
Expiration Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Global Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Indenture. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Interest Payment Date. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Market Capitalization. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Non-electing Share . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

___________________
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

Officers' Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . .5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Record Date Period . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Redemption Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Regular Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Repurchase Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Repurchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Securities Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Security Register" and "Security Registrar . . . . . . . . . . . . . . . .7
Senior Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Special Record Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Stated Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Successor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Trading Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
SECTION 1.2. Compliance Certificates and Opinions. . . . . . . . . . . . . . .9
SECTION 1.3. Form of Documents Delivered to the Trustee. . . . . . . . . . . .9
SECTION 1.4. Acts of Holders of Securities . . . . . . . . . . . . . . . . . 10
SECTION 1.5. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . 12
SECTION 1.6. Notice to Holders of Securities; Waiver . . . . . . . . . . . . 12
SECTION 1.7. Effect of Headings and Table of Contents. . . . . . . . . . . . 13
SECTION 1.8. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.9. Separability Clause . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.10. Benefits of Indenture. . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.11. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.12. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.13. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . 14

ARTICLE TWO

SECURITY FORMS

SECTION 2.1. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.2. Forms of Securities . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.3. Form of Trustee's Certificate of Authentication. . . . . . . . 22
SECTION 2.4. Form of Conversion Notice . . . . . . . . . . . . . . . . . . . 23

ARTICLE THREE

THE SECURITIES

SECTION 3.1. Title and Terms . . . . . . . . . . . . . . . . . . . . . . . . 24

___________________
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

iii
<PAGE>

SECTION 3.2. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.3. Execution, Authentication, Delivery and Dating. . . . . . . . . 24
SECTION 3.4. Temporary Securities. . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.5. Global Securities; Non-Global Securities. . . . . . . . . . . . 25
SECTION 3.6. Registration, Registration of Transfer and Exchange . . . . . . 27
SECTION 3.7. Mutilated, Destroyed, Lost or Stolen Securities . . . . . . . . 28
SECTION 3.8. Payment of Interest; Interest Rights Preserved. . . . . . . . . 28
SECTION 3.9. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.10. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.11. Computation of Interest. . . . . . . . . . . . . . . . . . . . 30
SECTION 3.12. CUSIP and ISIN Numbers . . . . . . . . . . . . . . . . . . . . 30

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture . . . . . . . . . . . . 31
SECTION 4.2. Application of Trust Money. . . . . . . . . . . . . . . . . . . 32

ARTICLE FIVE

REMEDIES

SECTION 5.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. . . . . . . 34
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement
by Trustee. . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.4. Trustee May File Proofs of Claim. . . . . . . . . . . . . . . . 35
SECTION 5.5. Trustee May Enforce Claims Without Possession of
Securities. . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.6. Application of Money Collected. . . . . . . . . . . . . . . . . 36
SECTION 5.7. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.8. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Convert . . . . . . . . . . . 37
SECTION 5.9. Restoration of Rights and Remedies. . . . . . . . . . . . . . . 37
SECTION 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . 37
SECTION 5.11. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . 38
SECTION 5.12. Control by Holders of Securities . . . . . . . . . . . . . . . 38
SECTION 5.13. Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . 38
SECTION 5.14. Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.15. Waiver of Stay, Usury or Extension Laws. . . . . . . . . . . . 39

ARTICLE SIX

THE TRUSTEE

SECTION 6.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . 39
SECTION 6.2. Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . 40
SECTION 6.4. Not Responsible for Recitals or Issuance of Securities. . . . . 42
SECTION 6.5. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.6. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.7. Compensation and Reimbursement. . . . . . . . . . . . . . . . . 42
SECTION 6.8. Disqualification; Conflicting Interests . . . . . . . . . . . . 43
SECTION 6.9. Corporate Trustee Required; Eligibility . . . . . . . . . . . . 43
SECTION 6.10. Resignation and Removal; Appointment of Successor. . . . . . . 43

___________________
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

SECTION 6.11. Acceptance of Appointment by Successor . . . . . . . . . . . . 44
SECTION 6.12. Merger, Conversion, Consolidation or Succession
to Business . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.13. Preferential Collection of Claims Against Company. . . . . . . 45
SECTION 6.14. Appointment of Authenticating Agent. . . . . . . . . . . . . . 45

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1. Company to Furnish Trustee Names and Addresses
of Holders. . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.2. Preservation of Information; Communications to
Holders . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.3. Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 7.4. Reports by Company. . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. Company May Consolidate, Etc., Only on Certain Terms. . . . . . 48
SECTION 8.2. Successor Substituted . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Holders of
Securities. . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.2. Supplemental Indentures with Consent of Holders of
Securities. . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.3. Execution of Supplemental Indentures. . . . . . . . . . . . . . 51
SECTION 9.4. Effect of Supplemental Indentures . . . . . . . . . . . . . . . 51
SECTION 9.5. Conformity with Trust Indenture Act . . . . . . . . . . . . . . 51
SECTION 9.6. Reference in Securities to Supplemental Indentures. . . . . . . 51

ARTICLE TEN

COVENANTS

SECTION 10.1. Payment of Principal, Premium and Interest . . . . . . . . . . 52
SECTION 10.2. Maintenance of Office or Agency. . . . . . . . . . . . . . . . 52
SECTION 10.3. Money for Security Payments to Be Held in Trust. . . . . . . . 52
SECTION 10.4. Statement by Officers as to Default. . . . . . . . . . . . . . 53
SECTION 10.5. Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 10.6. Maintenance of Properties. . . . . . . . . . . . . . . . . . . 54
SECTION 10.7. Payment of Taxes and Other Claims. . . . . . . . . . . . . . . 54
SECTION 10.8. Registration and Listing . . . . . . . . . . . . . . . . . . . 54
SECTION 10.9. Waiver of Certain Covenants. . . . . . . . . . . . . . . . . . 55

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.1. Right of Redemption. . . . . . . . . . . . . . . . . . . . . . 55
SECTION 11.2. Applicability of Article . . . . . . . . . . . . . . . . . . . 55
SECTION 11.3. Election to Redeem; Notice to Trustee. . . . . . . . . . . . . 55
SECTION 11.4. Selection by Trustee of Securities to Be Redeemed. . . . . . . 56
SECTION 11.5. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . 56
SECTION 11.6. Deposit of Redemption Price. . . . . . . . . . . . . . . . . . 57
SECTION 11.7. Securities Payable on Redemption Date. . . . . . . . . . . . . 57

___________________
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

<PAGE>

SECTION 11.8. Securities Redeemed in Part. . . . . . . . . . . . . . . . . . 58

ARTICLE TWELVE

CONVERSION OF SECURITIES

SECTION 12.1. Conversion Privilege and Conversion Rate. . . . . . . . . . . 58
SECTION 12.2. Exercise of Conversion Privilege. . . . . . . . . . . . . . . 58
SECTION 12.3. Fractions of Shares . . . . . . . . . . . . . . . . . . . . . 59
SECTION 12.4. Adjustment of Conversion Rate . . . . . . . . . . . . . . . . 60
SECTION 12.5. Notice of Adjustments of Conversion Rate. . . . . . . . . . . 63
SECTION 12.6. Notice of Certain Corporate Action. . . . . . . . . . . . . . 64
SECTION 12.7. Company to Reserve Common Stock . . . . . . . . . . . . . . . 65
SECTION 12.8. Taxes on Conversions. . . . . . . . . . . . . . . . . . . . . 65
SECTION 12.9. Covenant as to Common Stock . . . . . . . . . . . . . . . . . 65
SECTION 12.10. Cancellation of Converted Securities. . . . . . . . . . . . . 65
SECTION 12.11. Provision in Case of Consolidation, Merger or
Sale of Assets. . . . . . . . . . . . . . . . . . . . . . 65
SECTION 12.12. Responsibility of Trustee for Conversion Provisions . . . . . 67

ARTICLE THIRTEEN

SUBORDINATION OF SECURITIES

SECTION 13.1. Securities Subordinate to Senior Debt. . . . . . . . . . . . . 67
SECTION 13.2. Payment Over of Proceeds Upon Dissolution, Etc.. . . . . . . . 67
SECTION 13.3. Prior Payment to Senior Debt Upon Acceleration of
Securities. . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 13.4. No Payment When Senior Debt in Default . . . . . . . . . . . . 69
SECTION 13.5. Payment Permitted If No Default. . . . . . . . . . . . . . . . 69
SECTION 13.6. Subrogation to Rights of Holders of Senior Debt. . . . . . . . 70
SECTION 13.7. Provisions Solely to Define Relative Rights. . . . . . . . . . 70
SECTION 13.8. Trustee to Effectuate Subordination. . . . . . . . . . . . . . 70
SECTION 13.9. No Waiver of Subordination Provisions. . . . . . . . . . . . . 70
SECTION 13.10. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 13.11. Reliance on Judicial Order or Certificate of
Liquidating Agent . . . . . . . . . . . . . . . . . . . . 72
SECTION 13.12. Trustee Not Fiduciary for Holders of Senior Debt. . . . . . . 72
SECTION 13.13. Rights of Trustee as Holder of Senior Debt;
Preservation of Trustee's Rights. . . . . . . . . . . . . 72
SECTION 13.14. Article Applicable to Paying Agents . . . . . . . . . . . . . 72
SECTION 13.15. Certain Conversions and Repurchases Deemed Payment. . . . . . 73

ARTICLE FOURTEEN

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

SECTION 14.1. Right to Require Repurchase. . . . . . . . . . . . . . . . . . 73
SECTION 14.2. Conditions to the Company's Election to Pay the
Repurchase Price in Common Stock. . . . . . . . . . . . . 74
SECTION 14.3. Notices; Method of Exercising Repurchase Right, Etc. . . . . . 74
SECTION 14.4. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . 77

___________________
NOTE: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

vi
<PAGE>

INDENTURE, dated as of May 27, 1998, between INTERIM SERVICES INC., a
corporation duly organized and existing under the laws of Delaware, having its
principal executive office at 2050 Spectrum Boulevard, Fort Lauderdale, Florida
33309 (herein called the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee hereunder (herein called the "Trustee").

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of its 41/2%
Convertible Subordinated Notes due 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 Common Stock of the
Company issuable upon the conversion of the Securities, and to duly reserve for
issuance the number of shares of 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 ONE

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 other terms used herein which are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

(3) unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor
statute, rule or regulation thereto) as it may be amended from time to
time; and

<PAGE>

(4) 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, 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

(5) 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 Depositary for such Security, to the extent
applicable to such transaction and as in effect from time to time.

"Authenticating Agent" means any Person authorized pursuant to
Section 6.14 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 vote 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 are authorized or obligated by law or executive order to close shall
not be a Business Day for purposes of Sections 10.1, 10.3 or 11.7.

"Cash Distribution" means the distribution by the Company to all
holders of its Common Stock of cash, other than any cash that is distributed
upon a merger or consolidation to which Section 12.11 applies or as part of a
distribution referred to in paragraph (4) of Section 12.4.

<PAGE>

"Change of Control" has the meaning specified in Section 14.4.

"Closing Price" means, with respect to the Common Stock of the
Company, for any day, the reported last sale price per share on the New York
Stock Exchange or, if the Common Stock is not listed on the New York Stock
Exchange, on the principal national securities exchange or inter-dealer
quotation system on which the Common Stock is listed or admitted to trading, or
if not listed on the New York Stock Exchange or listed or admitted to trading on
any national securities exchange or inter-dealer quotation system, the average
of the closing bid and asked prices per share 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.

"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 Common Stock, $.01 par value, 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 Chief
Executive Officer, its President or a Vice President, and by its 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 Rate" has the meaning specified in Section 12.1.

"Corporate Trust Office" shall mean the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of

<PAGE>

the execution of the Indenture is located at 101 Barclay Street, Floor 21
West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration or at any other time at such other address as the Trustee may
designate from time to time by notice to the Noteholders.

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

"Defaulted Interest" has the meaning specified in Section 3.8.

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

"Determination Date" means, in the case of a dividend or other
distribution, including the issuance of rights, options or warrants, to
shareholders, the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution and, in the case of a tender offer,
the last time that tenders could have been made pursuant to such tender offer.

"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.

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

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

"Excess Purchase Payment" means the excess, if any, of (i) the amount
of 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
any non-cash consideration required to be paid with respect to one share of
Common Stock acquired or to be acquired in a tender offer made by the Company or
any Subsidiary for all or any portion of the Common Stock over (ii) the current
market price per share as of the last time that tenders could have been made
pursuant to such tender offer.

"Expiration Date" has the meaning specified in Section 1.4.

"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 a 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.

<PAGE>

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

"Market Capitalization" means, with respect to a specified date, the
product of (i) the current market price per share (determined as provided in
paragraph (8) of Section 12.4) of the Common Stock as of such date times (ii)
the number of shares of Common Stock outstanding on such date.

"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 Fourteen or otherwise.

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

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Chief Executive Officer, the 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 reasonably 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 cancelled 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;
and

(iii) Securities which have been paid pursuant to Section 3.7 or in
exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities 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 request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible

<PAGE>

Officer of the Trustee actually knows 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 establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the
pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor.

"Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

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

"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 3.7 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.

"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.

"Regular Record Date" for interest payable in respect of any Security
on any Interest Payment Date means the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.

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

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

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

<PAGE>

"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, as
amended from time to time.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.6.

"Senior Debt" 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 (including collection expenses, attorney's fees and late charges)
owing with respect to, the following, whether direct or indirect, absolute or
contingent, secured or unsecured, due or to become due, outstanding at the date
of execution of this Indenture or thereafter incurred, created or assumed: (a)
indebtedness of the Company for money borrowed or evidenced by bonds,
debentures, notes or similar instruments, (b) reimbursement obligations of the
Company with respect to letters of credit, bankers' acceptances and similar
facilities issued for the account of the Company, (c) every obligation of the
Company issued or assumed as the deferred purchase price of property or services
purchased by the Company, excluding any trade payables and other accrued current
liabilities incurred in the ordinary course of business, (d) obligations of the
Company as lessee under leases required to be capitalized on the balance sheet
of the lessee under United States generally accepted accounting principles, (e)
obligations of the Company under interest rate and currency swaps, caps, floors,
collars or similar arrangements intended to protect the Company against
fluctuations in interest or currency exchange rates, (f) indebtedness of others
of the kinds described in the preceding clauses (a) through (e) that the Company
has assumed, guaranteed or otherwise assured the payment thereof, directly or
indirectly, and/or (g) deferrals, renewals, extensions and refundings of, or
amendments, modifications or supplements to, any indebtedness or obligation
described in the preceding clauses (a) through (f) whether or not there is any
notice to or consent of the Holders; PROVIDED, HOWEVER, that the following shall
not constitute Senior Debt: (i) any particular indebtedness or obligation that
is owed by the Company to any of its direct and indirect Subsidiaries and (ii)
any particular indebtedness, deferral, renewal, extension or refunding if it is
expressly stated in the governing terms or in the assumption thereof that the
indebtedness involved is not senior in right of payment to the Securities or
that such indebtedness is PARI PASSU with or junior to the Securities.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Company pursuant to Section 3.8.

"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, limited liability company,
partnership or other entity 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 equity
interests in the corporation, limited liability company, partnership or other
entity which ordinarily has or have

<PAGE>

voting power for the election of directors, or persons performing 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 3.7 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.

"Trading Day" means (i) if the Common Stock is listed or admitted for
trading on the New York Stock Exchange or any other national securities
exchange, a day on which such exchange is open for business; (ii) if the Common
Stock is quoted on the Nasdaq National Market or any other system of automated
dissemination of quotations of securities prices, a day on which trades may be
effected through such system; or (iii) if the Common Stock is not listed or
admitted for trading on any national securities exchange or quoted on the Nasdaq
National Market or any other system of automated dissemination of quotation of
securities prices, a day on which the Common Stock is traded regular way in the
over-the-counter market and for which a closing bid and a closing asked price
for the Common Stock are available.

"Trust Indenture Act" means the Trust Indenture Act of 1939 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 Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 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.

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

SECTION 1.2. 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; provided, however, that in the case of the initial
issuance of Securities under this Indenture, no such Opinion or Counsel shall be
required.

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

<PAGE>

(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.

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 stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or 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.

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 one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing; and except as herein otherwise
expressly provided, 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)

<PAGE>

are herein sometimes referred to as the "Act" of the Holders of Securities
signing such instrument or instruments. 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 conclusive in favor of the Trustee and the Company if made
in the manner provided in this Section.

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 acknowledgements 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. 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.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, regardless of whether notation of such action is made upon
such Security.

The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders, PROVIDED that the Company may not set a record date for, and the
provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, regardless of whether such Holders remain
Holders after such record date; PROVIDED that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date, if any, by
Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the
Company from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the
applicable Expiration Date to be given to the Trustee in writing and to each
Holder of Securities in the manner set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 5.2, (iii) any request to institute proceedings referred
to in Section 5.7(2) or (iv) any direction referred to in Section 5.12. If any
record date is set

<PAGE>

pursuant to this paragraph, the Holders of Outstanding Securities on such
record date, and no other Holders, shall be entitled to join in such notice,
declaration, request or direction, regardless of whether such Holders remain
Holders after such record date; PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration
Date, if any, by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed
to prevent the Trustee from setting a new record date for any action
(whereupon the record date previously set shall automatically and without any
action by any Person be cancelled and of no effect), nor shall anything in
this paragraph be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities on the date such
action is taken. Promptly after any record date is set pursuant to this
paragraph, the Trustee, at the Company's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each Holder of Securities
in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section, the
party hereto that sets such record date may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day, PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 1.6, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto that
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take
any action hereunder with regard to any particular Security may do so with
regard to all or any part of the principal amount of such Security or by one or
more duly appointed agents each of which may do so pursuant to such appointment
with regard to all or any part of such principal amount.

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 or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee and received at its Corporate Trust Office, or

(2) the Company by the Trustee or by any Holder 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 2050 Spectrum Boulevard,
Fort Lauderdale, Florida 33309, telecopy no.: (954) 938-7780, Attention:
Corporate Secretary 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.

Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.

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 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.

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 as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

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.

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

SECTION 1.11. GOVERNING LAW.

<PAGE>

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 WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

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 conversion of, such
Security need not be made on such day, but may be made on or by the next
succeeding Business Day 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 on such last day for conversion; PROVIDED, HOWEVER, that in the case
that payment is made on such succeeding Business Day, no interest shall accrue
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,
to such succeeding Business Day.

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 of the Trust Indenture
Act 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 of the Trust Indenture Act shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be.

ARTICLE TWO

SECURITY FORMS

SECTION 2.1. FORMS GENERALLY.

The Securities shall be in substantially the forms 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 or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities.

The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner provided that it is permitted by the rules of
any securities exchange on which the Securities may be listed, all as determined
by the officers executing such Securities, as evidenced by their execution
thereof.

<PAGE>

Upon their original issuance, the Securities shall be issued in the
form of one or more Global Securities 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).

SECTION 2.2. FORMS OF SECURITIES.

[FORM OF FACE]

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

[IF THE SECURITY IS A GLOBAL SECURITY AND THE DEPOSITORY TRUST COMPANY
IS TO BE THE DEPOSITARY THEREFOR, THEN INSERT -- UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF 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.]

INTERIM SERVICES INC.

4 1/2% CONVERTIBLE SUBORDINATED NOTE DUE 2005

No. 1 $180,000,000
CUSIP NO. 4586PAA8

<PAGE>

INTERIM SERVICES INC., a corporation duly organized and existing under
the laws 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 Cede & Co., or registered assigns, the
principal sum of One Hundred Eighty Million Dollars ($180,000,000) (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 $207,000,000 in the aggregate at any
time) by adjustments made on the records of the Trustee hereinafter referred to
in accordance with the Indenture) on June 1, 2005, and to pay interest
thereon, from May 27, 1998, or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 1 and
December 1 in each year, commencing December 1, 1998, at the rate of 4 1/2% per
annum, until the principal hereof is due, and at the rate of 4 1/2% 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 May 15 or December 15 (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 such Special Record Date, or be paid
at any time 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, all as more fully provided in the
Indenture. Payment of the principal of (and premium, if any, on) this Security
shall be made upon the surrender of this Security at the option of the Holder at
the 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 Dollar check or by transfer to a Dollar account
(such a transfer to be made only to a Holder of an aggregate principal amount of
Securities in excess of $5,000,000, 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) maintained by the payee with a bank in the United States
of America. Payment of interest on this Security may be made by 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 Dollar account (such a transfer to be
made only to a Holder of an aggregate principal amount of Securities in excess
of $5,000,000 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)
maintained by the payee with a bank in the United States of America. Interest
shall be calculated on the basis of a 360-day year, comprised of twelve 30-day
months.

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

<PAGE>

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

<PAGE>

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

INTERIM SERVICES INC.

By: __________________________
Name:
Title:

Attest:

________________________
Name:
Title:

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

THE BANK OF NEW YORK,
as Trustee

By: _______________________
Authorized Signatory

<PAGE>

[FORM OF REVERSE]

This Security is one of a duly authorized issue of securities of the
Company designated as its "4 1/2% Convertible Subordinated Notes due 2005"
(herein called the "Securities"), limited in aggregate principal amount to
$207,000,000, issued and to be issued under an Indenture, dated as of May 27,
1998 (herein called the "Indenture"), between the Company and The Bank of New
York, 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 Debt and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered.

The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail, at any time on or after June 1, 2001, as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount) if redeemed during the
12-month period beginning June 1 of the years indicated:

Year Redemption Price
---- ----------------
2001 . . . . . . . . . . . . . . . . . 102.571%
2002 . . . . . . . . . . . . . . . . . 101.929
2003 . . . . . . . . . . . . . . . . . 101.286
2004 . . . . . . . . . . . . . . . . . 100.643

and 100% of the principal amount on June 1, 2005 and thereafter, together in the
case of any such redemption with accrued interest to the Redemption Date, but
interest installments 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.

Subject to and upon compliance with the provisions of the Indenture,
the Holder of this Security is entitled at any time before the close of business
on June 1, 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 a portion hereof, then in respect of this
Security or such portion hereof, as the case may be, 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
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 $1,000), into fully paid and nonassessable shares (calculated as to
each conversion to the nearest 1/100 of a share) of Common Stock of the Company
at the rate of 26.8052 shares of Common Stock for each $1,000 principal amount
of Security (or at the current adjusted rate if an adjustment has been made as
provided in the

<PAGE>

Indenture) by surrender of this Security, duly endorsed or assigned to the
Company or in blank to the Company at the Corporate Trust Office of the
Trustee, at the office or agency of the Company in the Borough of Manhattan,
The City of New York, at any other office or agency of the Company maintained
for such purpose and at the office or agency of any additional conversion
agent appointed by the Company, accompanied by written notice to the Company
that the Holder hereof elects to convert this Security (or if less than the
entire principal amount hereof is to be converted, specifying the portion
hereof to be converted). Holders that surrender Securities for conversion on
a date that is not an Interest Payment Date are not entitled to receive any
interest for the period from the next preceding Interest Payment Date to the
date of conversion, except as described below. However, Holders of Securities
on a Regular Record Date, including Securities surrendered for conversion
after the Regular Record Date, will receive the interest payable on such
Securities on the next succeeding Interest Payment Date. Accordingly, any
Security surrendered for conversion during the period from the close of
business on a Regular Record Date to the opening of business on the next
succeeding Interest Payment Date must be accompanied by payment of an amount
equal to the interest payable on such Interest Payment Date on the principal
amount of Securities being surrendered for conversion; PROVIDED, HOWEVER,
that no such payment will be required upon the conversion of any Security (or
portion thereof) that has been called for redemption or that is eligible to
be delivered for repurchase if, as a result, the right to convert such
Security would terminate during the period between such Regular Record Date
and the close of business on the next succeeding Interest Payment Date. No
fractions of shares or scrip representing fractions of shares will be issued
on conversion, but instead of any fractional interest, the Company shall pay
a cash adjustment as provided in the Indenture or, at its option, the Company
shall round up to the next higher whole share.

The Conversion Rate is subject to adjustment as provided in the
Indenture. The Indenture also provides that in case of certain consolidations
or mergers to which the Company is a party or the conveyance, transfer, sale or
lease of all or substantially all of the properties 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
(including any Common Stock retainable) 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 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 is prior to the first date on which
this Security may be converted as provided above, that this Security was
convertible immediately prior to the time of such occurrence at the initial
Conversion Rate specified above as adjusted from the first original issue date
of the Securities 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 a Change of 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 an integral multiple of $1,000) at a
Repurchase Price equal to 100% of the principal amount thereof plus interest
accrued to

<PAGE>

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 Price for the five consecutive Trading
Days ending on and including the third Trading Day immediately preceding 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 where such
express mention is not made; PROVIDED, HOWEVER, that for the purposes of the
second succeeding paragraph (regarding subordination), such reference shall
be deemed to include reference to the Repurchase Price only if the Repurchase
Price is payable in cash.

In the event of a deposit or withdrawal of an interest in this
Security (including upon an exchange, transfer, redemption, repurchase or
conversion of this Security in part only) effected in accordance with the
Applicable Procedures, the Security Registrar, upon receipt of notice of such
event from the Depositary's custodian for this Security, shall make an
adjustment on its records to reflect an increase or decrease of the Outstanding
principal amount of this Security resulting from such deposit or withdrawal, as
the case may be.

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 Debt of the Company, and this
Security is issued subject to such provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, (a) agrees to and
shall be bound by such provisions, (b) authorizes and directs the Trustee on 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 may be declared due and payable in the manner and with the
effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding. 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 herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security or such other Security.

<PAGE>

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 have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities, the Holders of not less than 10% in principal amount of the
Securities at the time Outstanding 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 Securities at the
time 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
certain suits described in the Indenture, including any suit instituted by the
Holder of this Security for the enforcement of any payment of principal hereof
or any premium, if any, or interest 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 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 Securities is registrable on the Security
Register upon surrender of a Security for registration of transfer at the office
or agency of the Company in the Borough of Manhattan, The City of New York, and
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.

The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. 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 a different
authorized denomination, as requested by the Holder surrendering the same.

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

Prior to due presentation of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered, as the owner 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.

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
WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES.

<PAGE>

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

ELECTION OF HOLDER TO REQUIRE REPURCHASE

1. Pursuant to Section 14.1 of the Indenture, the undersigned hereby
elects to have all or a portion of this Security repurchased by the Company.

2. The undersigned hereby directs the Trustee or the Company to pay
[choose one] (a) it or (b) Name: ________________; address: ________________;
Social Security or Other Taxpayer Identification Number, if any: ____________,
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

Signature must be guaranteed by an eligible Guarantor Institution (banks,
stockbrokers, savings and loan associations and credit unions) with membership
in an approved signature medallion program pursuant to Securities and Exchange
Commission Rule 17Ad-15 if cash or Common Stock is to be delivered other than
to, and in the name of, the registered Holder.

_______________________
Signature Guarantee

Principal amount to be repurchased
(an integral multiple of $1,000): ______________________

Remaining principal amount following such repurchase
(not less than $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.

SECTION 2.3. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

<PAGE>

THE BANK OF NEW YORK,
as Trustee

By: ________________________
Authorized Signatory

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 an integral multiple of $1,000) 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, the undersigned will pay all transfer taxes payable with
respect thereto. Any amount required to be paid by the undersigned on account
of interest accompanies this Security.

Dated: _____________________
___________________________
Signature

If shares or Securities are to be If only a portion of the Securities is
registered in the name of a Person to be converted, please indicate:
other than the Holder, please print
such Person's name and address:
1. Principal amount to be converted:

_________________________ $___________
Name
2. Principal amount and denomination
of Securities representing
unconverted principal amount to
be issued:
_________________________
Address
Amount: $________

Denominations: $________
_________________________ (any integral multiple of $1,000)
Social Security or other Taxpayer

<PAGE>

Identification Number, if any

[Signature Guarantee]

ARTICLE THREE

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 $207,000,000,
except for Securities authenticated and delivered in exchange for, or in lieu
of, other Securities pursuant to Section 3.4, 3.5, 3.6, 3.7, 9.6, 11.8, 12.2 or
14.3.

The Securities shall be known and designated as the "4 1/2%
Convertible Subordinated Notes due 2005," of the Company. Their Stated
Maturity shall be June 1, 2005, and they shall bear interest at the rate of
4 1/2% per annum, from May 27, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, as the case may
be, payable semi-annually on June 1 and December 1, commencing December 1,
1998, until the principal thereof is paid or made available for payment.

The principal of, premium, if any, and interest on the Securities
shall be payable as provided in the forms of Securities set forth in
Section 2.2.

The Securities shall be redeemable as provided in Article Eleven.

The Securities shall be convertible as provided in Article Twelve.

The Securities shall be subordinated in right of payment to Senior
Debt as provided in Article Thirteen.

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

SECTION 3.2. DENOMINATIONS.

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

SECTION 3.3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

<PAGE>

The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its President or one of its
Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. Any such signature or corporate
seal 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 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 and not otherwise.

Each Security shall be dated the date of its authentication.

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

SECTION 3.4. TEMPORARY SECURITIES.

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

If temporary Securities are issued, the Company will cause definitive
Securities to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities at any office
or agency of the Company designated pursuant to Section 10.2, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary
Securities the Company shall execute and the Trustee shall authenticate and make
available for delivery in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 3.5. GLOBAL SECURITIES; NON-GLOBAL SECURITIES.

(a) 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

<PAGE>

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.

(b) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole 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 (i) such Depositary (A) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or
(B) has ceased to be a clearing agency registered as such under the Exchange
Act, and in either case the Company thereupon fails to appoint a successor
Depositary, (ii) there shall have occurred and be continuing an Event of Default
with respect to such Global Security or (iii) the Company executes and delivers
to the Trustee a Company Order stating that all Global Securities shall be
exchanged in whole for Securities that are not Global Securities (in which case
such exchange shall be effected by the Trustee).

(c) 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 Three. 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 3.6, then either (i) such Global Security
shall be so surrendered for exchange or cancellation as provided in this Article
Three or (ii) 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 3.6(c) and as otherwise provided in this Article Three,
authenticate and make available for delivery 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 conclusively rely upon any order, direction or request of the
Depositary or its authorized representative which is given or made pursuant to
this Article Three if such order, direction or request is given or made in
accordance with the Applicable Procedures.

(d) 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 Three or otherwise, shall be
authenticated and delivered in the form of, and shall be, a 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.

(e) 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

<PAGE>

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 of such Global Security for any purpose of this
Indenture or the Securities.

SECTION 3.6. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE

The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any other
office or agency of the Company designated pursuant to Section 10.2 being herein
sometimes collectively 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 make
available for delivery, 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 3.6, 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, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, the Securities which
the Holder making the exchange is entitled to receive.

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.

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 and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Securities, 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, 3.5, 9.6, 11.8, 12.2 or 14.3 not involving
any transfer.

The Company shall not be required (i) to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.4 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any

<PAGE>

Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.

SECTION 3.7. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

If any mutilated Security is surrendered to the Trustee or to a
Transfer Agent, the Company shall execute and the Trustee shall authenticate and
make available for delivery in exchange therefor a new Security of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Security, and (ii) such security or indemnity as may be satisfactory to the
Company or 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 the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any
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 shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

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

SECTION 3.8. 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 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,

<PAGE>

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 of Securities 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, 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.

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 3.9. PERSONS DEEMED OWNERS.

Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 3.8) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

<PAGE>

SECTION 3.10. 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 and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever, and all Securities
so delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of in accordance with the
Trustee's customary procedures.

SECTION 3.11. COMPUTATION OF INTEREST.

Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months.

SECTION 3.12. CUSIP AND ISIN NUMBERS.

The Company in issuing Securities may use "CUSIP" and "ISIN" numbers
(if then generally in use) in addition to serial numbers; if so, the Trustee
shall use such "CUSIP" and "ISIN" 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 and ISIN 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 and ISIN numbers. The Company will promptly
notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.

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

(1) either

(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided

<PAGE>

in Section 3.7 and (ii) 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

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

(i) have become due and payable, or

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

(iii) 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 (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if any) and
interest 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;

(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 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.2 and the last
paragraph of Section 10.3 shall survive. Funds held in trust pursuant to this
Section are not subject to the provisions of Article Thirteen.

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 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

<PAGE>

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.

ARTICLE FIVE

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 the provisions of Article Thirteen 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; or

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

(3) failure by the Company to give the Company Notice in accordance
with Section 14.3; or

(4) default in the performance, or breach, of any material 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 10% 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; or

(5) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Company, or under any agreement,
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, with a principal amount then outstanding in excess of $25
million, whether such indebtedness now exists or shall hereafter be
created, which default shall constitute a failure to pay the principal of
such indebtedness (in whole or in any part greater than $25 million) when
due and payable or shall have resulted in such indebtedness (in whole or in
any part greater than $25 million) becoming or being declared due and
payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged, or such
acceleration having been rescinded or annulled, within a period of 30 days
after there shall have been given, by

<PAGE>

registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 10% in aggregate
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 acceleration to be rescinded or annulled and
stating that such notice is a "Notice of Default" hereunder; or

(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 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 10% in aggregate principal amount of the
Outstanding Securities may 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 and is
continuing, the principal of, and accrued interest on, all the Securities shall
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.

<PAGE>

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 provided, the Holders of a majority
in principal amount of the Outstanding Securities, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

(A) all overdue interest on all Securities,

(B) 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,

(C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate provided therefor in the
Securities, and

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

and

(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.

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 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, 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 and interest on any overdue principal and
premium, if any, and on any overdue interest, at the rate provided therefor in
the Securities, and in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

<PAGE>

If an Event of Default occurs and is continuing, the Trustee, subject
to Article VI, 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 any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursement and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 6.7.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder 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 and be a member of a
creditors' or other such committee.

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.

Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal, premium, if
any, or interest, upon presentation of the Securities, or both, as the case may
be, 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; and

<PAGE>

SECOND: Subject to Article Thirteen, to the payment of the amounts
then due and unpaid for principal of, premium, if any, or interest 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, respectively.

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 10% 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 indemnity
satisfactory to it 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 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 Thirteen, 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 3.8) interest on such Security or
payment 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
Twelve, 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 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 shall
be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 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 3.7, 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 Five or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the Holders, 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.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

(1) in the payment of the principal of, premium, if any, or interest
on any Security, or

<PAGE>

(2) in respect of a covenant or provision hereof which under
Article Nine 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.

In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by its as Trustee, a court may require any party litigant in such suit
to file an undertaking to pay the costs of such suit, and may assess costs,
including attorneys' fees and expenses, against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; PROVIDED, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company, the Trustee or any Holder, or group of Holders,
holding in the aggregate at least 10% in principal amount of the Outstanding
Securities or in any suit instituted by any Holder for the enforcement of
principal of (and premium, if any) or interest on any Security on or after the
respective maturities or Stated Maturities expressed in such Security or for the
enforcement of the right to convert any Security in accordance with Article
Twelve.

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

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

ARTICLE SIX

THE TRUSTEE

SECTION 6.1. CERTAIN DUTIES AND RESPONSIBILITIES.

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

(1) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and

<PAGE>

(2) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; but in
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.

(b) 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 person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

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

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

(3) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with 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 power conferred upon the Trustee, under this Indenture; and

(4) 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.

(d) 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.

The Trustee shall give the Holders notice of any default hereunder as
and to the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER, that
in the case of any default of the character specified in Section 5.1(4), no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. 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.

<PAGE>

SECTION 6.3. CERTAIN RIGHTS OF TRUSTEE.

Subject to the provisions of Section 6.1:

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

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

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

(d) 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;

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

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

(g) the permissive right of the Trustee to take or refrain from
taking any actions enumerated in this Indenture shall not be construed as a
duty and the Trustee shall not be answerable in any such actions other than
for its own negligence or willful misconduct;

<PAGE>

(h) the Trustee shall not be liable for any action taken, suffered or
omitted to be taken by it in good faith and reasonably believed by it to be
authorized or within the discretion or rights and powers conferred upon it
by this Indenture;

(i) in the event the Trustee is also acting as Paying Agent or
Transfer Agent and Security Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Section 6.3 shall also be afforded
to such Paying Agent or Transfer Agent and Security Registrar; and

(j) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder 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 or 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.

The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

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 with the Company in writing.

SECTION 6.7. COMPENSATION AND REIMBURSEMENT.

The Company agrees

(1) to pay to the Trustee from time to time such compensation as
shall be agreed in writing from time to time between the Company and the
Trustee for all services rendered by it hereunder in accordance with the
agreement between the Company and the Trustee (which

<PAGE>

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

(3) to indemnify the Trustee, its officers, directors, employees and
agents for, and to hold it and them harmless against, any and all loss,
liability, damage, claim or expense, including taxes (other than taxes
based on the income of the Trustee) incurred without negligence or bad
faith on its or their part, arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs
and expenses of defending itself or themselves against any claim (whether
asserted by the Company or any Holder or any other Person) or liability in
connection with the exercise or performance of any of its powers or duties
hereunder.

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 fees and expenses of 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.

SECTION 6.8. 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 6.9. 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 and
has a combined capital and surplus of at least $50,000,000. If such Person
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 Person 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.

SECTION 6.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

<PAGE>

(a) 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 under Section 6.11.

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

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

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after written
request therefor by the Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or by
any such Holder, or

(3) 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 Board Resolution may remove the
Trustee, or (ii) subject to Section 5.14, any Holder 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.

(e) 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. 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, 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 and accepted appointment in the manner hereinafter provided, any Holder
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.

<PAGE>

(f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders 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 6.11. 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 request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of the fees and
expenses and any other monies due and owing to the retiring Trustee, 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 qualified and eligible under
this Article.

SECTION 6.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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 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
qualified and 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 6.13. 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).

SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

The Trustee may appoint an Authenticating Agent or Agents which shall
be authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer, partial
conversion or partial redemption or pursuant to Sec-

<PAGE>

tion 3.7, and Securities so authenticated 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. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or
the Trustee's certificate of authentication, such reference 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
acceptable to 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, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent 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 Authenticating Agent 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 an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

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, 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 any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. 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.

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

If an appointment is made pursuant to this Section, the Securities may
have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

<PAGE>

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

THE BANK OF NEW YORK,
AS TRUSTEE

By___________________________,
AS AUTHENTICATING AGENT

By___________________________
AUTHORIZED SIGNATORY

<PAGE>

ARTICLE SEVEN

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.1. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee

(a) semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such Regular Record Date,
EXCLUDING from any such list names and addresses received by the Trustee in
its capacity as Security Registrar; provided, that, if after so excluding
such names and addresses there are no names and addresses to furnish, the
Company shall not be obligated to furnish or cause to be furnished such
list, and

(b) at such other times as the Trustee may 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,

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 7.2. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

(a) 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 7.1 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

(b) 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.

(c) 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 7.3. REPORTS BY TRUSTEE.

(a) 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.
If required by Section 313(a) of the Trust Indenture Act, the Trustee shall,
within sixty days after each May 15 following the date of this Indenture deliver
to Holders a brief report, dated as of such May 15, which complies with the
provisions of such Section 313(a).

<PAGE>

(b) 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 promptly notify the Trustee when the Securities are listed on any
stock exchange, and of any delisting thereof.

SECTION 7.4. REPORTS BY COMPANY.

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 such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

The Company shall not consolidate with or merge into any other Person
or, directly or indirectly, convey, transfer, sell or lease all or substantially
all of its properties and assets to any Person, and the Company shall not permit
any Person to consolidate with or merge into the Company or, directly or
indirectly, convey, transfer, sell or lease all or substantially all of its
properties and assets to the Company, unless:

(1) in case the Company shall consolidate with or merge into another
Person or convey, transfer, sell or lease all or substantially all of its
properties and assets to any Person, the Person formed by such
consolidation or into which the Company is merged or the Person which
acquires by conveyance, transfer or sale, or which leases, all or
substantially all the properties and assets of the Company 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 (and premium, if any) and interest on all the
Securities 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 Twelve;

<PAGE>

(2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary
as a result of such transaction as having been incurred by the Company or
such Subsidiary at the time of such transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would become an
Event of Default, shall have happened and be continuing; and

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

SECTION 8.2. SUCCESSOR SUBSTITUTED.

Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer, sale or lease of all or
substantially all of the properties and assets of the Company in accordance with
Section 8.1, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer, sale 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.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 9.1. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF SECURITIES.

Without the consent of any Holders, 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, in form satisfactory to the
Trustee, 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

<PAGE>

(5) 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

(6) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein or to make
any other provisions with respect to matters or questions arising under
this Indenture which shall not be inconsistent with the provisions of this
Indenture, PROVIDED that such action pursuant to this Clause (6) shall not
adversely affect the interests of the Holders of Securities.

SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF SECURITIES.

With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, 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 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 or
the rate of interest payable thereon or any premium payable upon redemption
or mandatory repurchase thereof, or change the coin or currency in which
any Security or the interest or any premium thereon or any other amount in
respect thereof is payable, modify the provisions of Article Fourteen in a
manner adverse to the Holders 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
the right to convert any Security or, except as permitted by Section 12.11,
adversely affect the right to convert any Security as provided in Article
Twelve, or modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Holders of
Securities, or

(2) 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
10.9, except to increase any percentage contained herein or therein or to
provide that certain other provisions of this Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby.

<PAGE>

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 9.3. 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 the provisions of Section 6.7, shall be fully protected in
relying upon, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such supplemental indenture is authorized or permitted by this
Indenture. 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 9.4. 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
shall be bound thereby.

SECTION 9.5. CONFORMITY WITH TRUST INDENTURE ACT.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

SECTION 9.6. 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 Trustee and the
Company, 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.

ARTICLE TEN

COVENANTS

SECTION 10.1. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

<PAGE>

SECTION 10.2. MAINTENANCE OF OFFICE OR AGENCY.

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, where Securities may be surrendered for registration of transfer or
exchange, where Securities may be surrendered for conversion and where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

The Company may also from time to time designate one or more other
offices or agencies (in or outside the Borough of Manhattan, The City of New
York) where the Securities may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; PROVIDED, HOWEVER,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
The City of New York for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

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

If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of (and 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 (and 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 will promptly notify the Trustee
in writing of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

The Company 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 (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

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

<PAGE>

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.

Subject to any applicable abandoned property laws, 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 (and premium, if any) or interest on any
Security and remaining unclaimed for two years after such principal (and
premium, if any) or interest has 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; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

SECTION 10.4. STATEMENT BY OFFICERS AS TO DEFAULT.

The Company will 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 (one of the signers of which shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company), 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 shall deliver to the Trustee, as soon as possible and in
any event within 10 days after the Company becomes aware of the occurrence of an
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default, and the action which the Company
proposes to take with respect thereto.

SECTION 10.5. EXISTENCE.

Subject to Article Eight, 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 10.6. MAINTENANCE OF PROPERTIES.

<PAGE>

The Company will cause all properties used or useful in the conduct of
its business or the business of any 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 or any such Subsidiary 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 Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 10.7. PAYMENT OF TAXES AND OTHER CLAIMS.

The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and
(2) all lawful claims for labor, materials and supplies which, if unpaid, might
by law become a lien upon the property of the Company or any Subsidiary;
PROVIDED, HOWEVER, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 10.8. 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) for the shares of Common Stock
issuable upon conversion of Securities to be lawfully issued and delivered as
provided herein, and thereafter publicly traded (if permissible under the
Securities Act) and qualified or listed as contemplated by clause (ii); and
(ii) will list the shares of Common Stock required to be issued and delivered
upon conversion of Securities, prior to such issuance or delivery, on each
national securities exchange on which outstanding Common Stock is listed or
quoted at the time of such delivery, or if the Common Stock is not then listed
on any securities exchange, to qualify the Common Stock for quotation on the
Nasdaq National Market or such other inter-dealer quotation system, if any, on
which the Common Stock is then quoted.

SECTION 10.9. WAIVER OF CERTAIN COVENANTS.

The Company may omit in any particular instance to comply with any
covenant or conditions set forth in Sections 10.5 to 10.7, inclusive, if before
the time for such compliance the Holders of at least a majority in principal
amount of the Outstanding Securities, by Act of such Holders, 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 except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

<PAGE>

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 11.1. RIGHT OF REDEMPTION.

The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at any time on or after June 1, 2005, at the
Redemption Prices specified in the form of Security hereinbefore set forth.

SECTION 11.2. APPLICABILITY OF ARTICLE.

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

SECTION 11.3. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

The election of the Company to redeem any Securities pursuant to
Section 11.1 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company of the Securities, the Company shall,
at least 45 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed.

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 not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or any integral multiple thereof) of the principal amount of
Securities of a denomination larger than $1,000.

If (i) the Company selects any Security for partial redemption and
(ii) after receiving notice of such partial redemption (but before the
Redemption Date), the Holder of such Security tenders such Security for
conversion in part, then 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 shall 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

<PAGE>

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 by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

All notices of redemption shall identify of the Securities to be
redeemed (including CUSIP number) and shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities are to be redeemed,
the identification (and, in the case of partial redemption of any
Securities, the principal amounts) of the particular Securities to be
redeemed,

(4) that on the Redemption Date the Redemption Price will become due
and payable upon each such Security to be redeemed and that interest
thereon will 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 place or places where such
Securities may be surrendered for conversion,

(6) the place or places where such Securities are to be surrendered
for payment of the Redemption Price.

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 and at the expense of the Company and shall be
irrevocable.

SECTION 11.6. DEPOSIT OF REDEMPTION PRICE.

On or before 11:00 a.m., New York time prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (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 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 with any Paying Agent or so segregated and held in
trust for the redemption of such

<PAGE>

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 3.8) be paid to the Company upon 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 and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that installments of interest 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 at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 3.8.

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

SECTION 11.8. SECURITIES REDEEMED IN PART.

Any Security which is to be redeemed only in part shall be surrendered
at an office or agency of the Company designated for that purpose pursuant to
Section 10.2 (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, 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.

ARTICLE TWELVE

CONVERSION OF SECURITIES

SECTION 12.1. CONVERSION PRIVILEGE AND CONVERSION RATE.

Subject to and upon compliance with the provisions of this Article, at
the option of the Holder thereof, any Security or any portion which is $1,000 or
an integral multiple thereof 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 upon issuance of such Security and shall expire at the close of
business on June 1, 2005, subject, in the case of conversion of any Global
Security, to any Applicable Procedures. In case a Security or portion

<PAGE>

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 or repurchasable, shall expire at the close of business on
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 26.8052
shares of Common Stock for each $1,000 principal amount of Securities, which
is the equivalent of $37.31 per share. The Conversion Rate shall be adjusted
in certain instances as provided in this Article Twelve.

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 or
assigned to the Company or 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 provided 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. Holders that surrender Securities for conversion on a date that is
not an Interest Payment Date are not entitled to receive any interest for the
period from the next preceding Interest Payment Date to the date of
conversion, except as described below. However, Holders of Securities on a
Regular Record Date, including Securities surrendered for conversion after
the Regular Record Date, will receive the interest payable on such Securities
on the next succeeding Interest Payment Date. Accordingly, any Security
surrendered for conversion during the period from the close of business on a
Regular Record Date to the opening of business on the next succeeding
Interest Payment Date must be accompanied by payment of an amount, in New
York Clearing House funds, equal to the interest payable on such Interest
Payment Date on the principal amount of Securities being surrendered for
conversion; PROVIDED, HOWEVER, that no such payment will be required upon the
conversion of any Security (or portion thereof) that has been called for
redemption or that is eligible to be delivered for repurchase if, as a
result, the right to convert such Security would terminate during the period
between such Regular Record Date and the close of business on the next
succeeding Interest Payment Date. Except as provided in this paragraph, 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.

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.

<PAGE>

All shares of Common Stock delivered upon such conversion of
Securities shall rank PARI PASSU with other shares of Common Stock of the
Company.

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 make
available for delivery 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.

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 at the close of business on the day of conversion (or, if such day is
not a Trading Day, on the Trading Day immediately preceding such day),
alternatively, the Company shall round up to the next higher whole share.

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 any class of capital stock of the Company payable in shares of
Common Stock, the Conversion Rate in effect at the opening of business on the
day following the Determination Date for such dividend or other distribution
shall be increased by dividing such Conversion Rate by a fraction (a) the
numerator of which shall be the number of shares of Common Stock outstanding at
the close of business on such Determination Date and (b) the denominator of
which shall be the sum of such number of shares and the total number of shares
constituting such dividend or other distribution, such increase to become
effective immediately after the opening of business on the day following such
Determination Date. 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) Subject to the last sentence of paragraph (7) of this Section, 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
Determination Date for such distribution, the Conversion Rate in effect at the
opening of business on the day following such Determination Date shall be
increased by dividing such Conversion Rate

<PAGE>

by a fraction (a) the numerator of which shall be the number of shares of
Common Stock outstanding at the close of business on such Determination Date
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 (b)
the denominator of which shall be the number of shares of Common Stock
outstanding at the close of business on such Determination Date 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 such Determination Date. 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 each 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
combination becomes effective shall be proportionately reduced, such increase or
reduction, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.

(4) Subject to the last sentence of paragraph (7) of this Section, 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 property (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, (iii) any dividend or
distribution referred to in paragraph (1) of this Section and (iv) any merger or
consolidation to which Section 12.11 applies), 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
Determination Date for such distribution by a fraction (a) the numerator of
which shall be the current market price per share (determined as provided in
paragraph (8) of this Section 12.4) of the Common Stock on such Determination
Date 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 (b) the
denominator of which shall be such current market price per share of the Common
Stock, such adjustment to become effective immediately prior to the opening of
business on the day following such Determination Date. If the Board of
Directors determines the fair market value of any distribution for purposes of
this paragraph (4) by reference to the actual or when issued trading market for
any securities comprising such distribution, it must in doing so consider the
prices in such market over the same period used in computing the current market
price per share pursuant to paragraph (8) of this Section.

(5) In case the Company shall, by dividend or otherwise, make a Cash
Distribution in an aggregate amount that, combined with (i) the aggregate amount
of any other Cash Distributions made within the 12 months preceding the date of
payment of such distribution in respect of which no

<PAGE>

adjustment pursuant to this paragraph (5) has been made and (ii) any Excess
Purchase Payment made within the 12 months preceding the date of such
distribution and in respect of which no adjustment has been made pursuant to
paragraph (6) of this Section 12.4, exceeds 10% of the Company's Market
Capitalization on the Determination Date for such Cash Distribution, then,
and in each such case, immediately after the close of business on the
Determination Date for such Cash Distribution, 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 such
Determination Date by a fraction (a) the numerator of which shall be equal to
the current market price per share (determined as provided in paragraph (8)
of this Section) of the Common Stock on such Determination Date less an
amount equal to the quotient of (1) the amount of such excess divided by (2)
the number of shares of Common Stock outstanding on such Determination Date
and (b) 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 Determination Date.

(6) In case the Company or any Subsidiary shall make an Excess
Purchase Payment in an aggregate that, combined with (i) the aggregate amount
of any other Excess Purchase Payments made by the Company or any Subsidiary
within the 12 months preceding such Excess Purchase Payment in respect of
which no adjustment pursuant to this paragraph (6) has been made and (ii) the
aggregate amount of any Cash Distributions made within the 12 months
preceding such Excess Purchase Payment in respect of which no adjustment
pursuant to paragraph (5) of this Section 12.4 has been made, exceeds 10% of
the Company's Market Capitalization as of the Determination Date, then, and
in each such case, immediately prior to the opening of business on the day
after the tender offer in respect of which such Excess Purchase Payment is to
be made expires, 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 Determination Date for such
tender offer by a fraction (a) the numerator of which shall be equal (1) to
the product of (A) the number of shares of Common Stock outstanding
(including any tendered shares) at such Determination Date less (B) the
amount of such excess and (b) the denominator of which shall be equal to the
product of (X) the current market price per share of the Common Stock
(determined as provided in paragraph (8) of this Section 12.4) as of such
Determination Date multiplied by (Y) the number of shares of Common Stock
outstanding (including any tendered shares) as of the Determination Date less
the number of all shares validly tendered and not withdrawn as of the
Determination Date.

(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) 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 Determination
Date), 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). Rights or warrants issued by the Company to all
holders of its Common Stock entitling the holders thereof to subscribe for or
purchase shares of Common Stock, which rights or warrants (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, in each case in
clauses (i)

<PAGE>

through (iii) until the occurrence of a specified event or events ("Trigger
Event"), shall for purposes of this Section 12.4 not be deemed issued until
the occurrence of the earliest Trigger Event.

(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 deemed to be the
average of the daily Closing Prices 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 the application of this paragraph (10) and its actions
in so doing shall, absent manifest error, be final and conclusive.

(11) The Company from time to time at its option may increase the
Conversion Rate by any amount for any period of at least 20 calendar days 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
and evidenced by a Board Resolution. To exercise this option the Company
shall provide a written notice to the Trustee and the Holders in accordance
with Sections 1.5 and 1.6 at least 15 calendar days prior to the first day of
the period during which the Conversion Rate will be adjusted stating that the
Conversion Rate will be adjusted pursuant to this provision, the period
during which the adjusted Conversion Rate will be in effect and the adjusted
Conversion Rate.

SECTION 12.5. NOTICE OF ADJUSTMENTS OF CONVERSION RATE.

Whenever the Conversion Rate is adjusted as provided in Section 12.4:

(1) the Company shall compute the adjusted Conversion Rate in
accordance with Section 12.4 and shall prepare a certificate signed by
either the chief financial officer, the treasurer or the controller of the
Company setting forth the adjusted Conversion Rate and showing in
reasonable detail the facts upon which such adjustment is based, and such

<PAGE>

certificate shall promptly be filed with the Trustee and at each office or
agency maintained for the purpose of conversion of Securities pursuant to
Section 10.2; and

(2) a written notice stating that the Conversion Rate has been
adjusted and setting forth the adjusted Conversion Rate shall forthwith be
prepared, and as soon as practicable after it is prepared, such written
notice shall be provided by the Company to the Trustee and to all Holders
in accordance with Sections 1.5 and 1.6. Unless and until the Trustee
receives such written notice, it need not inquire into whether any
adjustment of the Conversion Rate is required and may assume that no such
adjustment has been, or is required to be, made.

SECTION 12.6. NOTICE OF CERTAIN CORPORATE ACTION.

In case:

(a) 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

(b) the Company shall authorize the granting to all 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

(c) of any reclassification of the Common Stock of the Company,
or of any consolidation, merger or share exchange to which the Company
is a party and for which approval of any shareholders 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

(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

(e) the Company or any Subsidiary shall commence a tender offer
for all or a portion of the Company's outstanding shares of Common
Stock (or shall amend any such tender offer);

then the Company shall cause to be filed with the Trustee and 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 (a) or
(b) above) prior to the applicable record, expiration or effective date
hereinafter specified, a written 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, (y) the date on which the
right to make tenders under such tender offer expires or (z) 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,

<PAGE>

consolidation, merger, conveyance, transfer, sale, lease, dissolution,
liquidation or winding up. Neither the failure to give such written 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
(a) through (e) of this Section 12.6.

The preceding paragraph to the contrary notwithstanding, 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, 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 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
shall be issued out of the Company's authorized but unissued Common Stock) 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 the Paying Agent or its agent to be canceled by or at the direction
of the Trustee, which shall dispose of the same as provided in Section 3.10.

SECTION 12.11. PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

In case of any consolidation of the Company with any other Person, any
merger of the Company into another Person or of another Person into the Company
(other than a merger which

<PAGE>

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 properties and
assets of the Company, the Person formed by such consolidation or resulting
from such merger or which acquires such properties and 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 (including any
Common Stock retainable) 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, (a)
assuming such holder of Common Stock of the Company (i) is not a Person with
which the Company consolidated, into which the Company merged or which merged
into the Company or to which such conveyance, sale, transfer or lease was
made, as the case may be (a "Constituent Person"), or 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 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 (b)
further assuming that, if such consolidation, merger, conveyance, transfer,
sale or lease occurs before the first date on which Securities may be
converted as provided herein, such Security was convertible immediately prior
to the time of such occurrence at the initial Conversion Rate as adjusted
from the first original issue date of the Securities to such time as provided
herein. 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. In this paragraph, "securities of the kind
receivable" upon such consolidation, merger, conveyance, transfer, sale or
lease by a holder of Common Stock means securities that, among other things,
are registered and transferable under the Securities Act, and listed and
approved for quotation in all securities markets, in each case to the same
extent as such securities so receivable by a holder of Common Stock.

Neither the Trustee nor any Paying 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
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 fully protected in relying upon, an Opinion of Counsel with respect
thereto, which the Company shall cause to be furnished to the Trustee.

<PAGE>

SECTION 12.12. RESPONSIBILITY OF TRUSTEE FOR CONVERSION PROVISIONS.

The Trustee shall not at any time be under any duty or responsibility
to any Holder 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. The Trustee shall not 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. The Trustee shall not 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 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 THIRTEEN

SUBORDINATION OF SECURITIES

SECTION 13.1. SECURITIES SUBORDINATE TO SENIOR DEBT.

The Company covenants and agrees, and each Holder of a Security, by
his 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 Four), the indebtedness represented by the Securities
and the payment of the principal of (and premium, if any) and interest on
each and all of the Securities and any payment of the Repurchase Price (other
than by delivery of shares of Common Stock) are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of
all Senior Debt.

SECTION 13.2. PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.

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 marshalling of assets and liabilities of the Company, then and in any
such event the holders of Senior Debt shall be entitled to receive payment in
full of all amounts due or to become due on or in respect of all Senior Debt
before the Holders of the Securities are entitled to receive any payment on
account of principal of (or premium, if any) or interest on the Securities or on
account of the purchase, redemption or other acquisition of Securities, and to
that end the holders of Senior Debt 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 Debt 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 Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

For purposes of this Article only, the words "cash, securities or
other property" shall not be deemed to include shares of 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 readjustment which shares of stock
are subordinated in right of payment to all then outstanding Senior Debt to
substantially the same extent as, or to a greater extent than, the Securities
are so subordinated as

<PAGE>

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 Eight shall not be deemed a dissolution,
winding up, liquidation, reorganization, assignment for the benefit of
creditors or marshalling 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 Eight.

SECTION 13.3. PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF SECURITIES.

In the event that any Securities are declared due and payable before
their Stated Maturity pursuant to Section 5.2, then and in such event the
holders of the Senior Debt outstanding at the time such Securities so become due
and payable shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Debt before the Holders of the
Securities are entitled to receive any payment by the Company on account of the
principal of (or premium, if any) or interest on the Securities or on account of
the purchase or other acquisition of Securities.

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.

The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.4. NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

(a) (i) In the event and during the continuation of any default in
the payment of principal of (or premium, if any) or interest on any Senior Debt
beyond any applicable grace period with respect thereto or (ii) in the event
that any other event of default with respect to any Senior Debt shall have
occurred and be continuing which would then permit the holders of such Senior
Debt (or a trustee on behalf of the holders thereof) to declare such Senior Debt
due and payable prior to the date on which it would otherwise have become due
and payable, unless and until, in the case of this clause (ii), such event of
default shall have been cured or waived or shall have ceased to exist after
written notice of such event of default to the Company and the Trustee by any
holder of such Senior Debt (or a trustee on behalf of the holders thereof), or
(b) in the event any judicial proceeding shall be pending with respect to any
such default in payment or event of default, then no payment shall be made by
the Company on account of principal of (or premium, if any) or interest on the
Securities or on account of the purchase, redemption or other acquisition of
Securities.

<PAGE>

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.

The provisions of this Section shall not apply to any payment with
respect to which Section 13.2 would be applicable.

SECTION 13.5. 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, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 13.2 or under the conditions
described in Section 13.3 or 13.4, 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 actual knowledge that such payment
would have been prohibited by the provisions of this Article.

SECTION 13.6. SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT.

Subject to the payment in full of all Senior Debt, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Debt pursuant to the provisions of this
Article to the rights of the holders of such Senior Debt to receive payments and
distributions of cash, property and securities applicable to the Senior Debt
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 Debt 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 Debt by
Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Debt and the Holders of the Securities,
be deemed to be a payment or distribution by the Company to or on account of the
Senior Debt.

SECTION 13.7. 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 Debt on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Company, its creditors other than holders of
Senior

<PAGE>

Debt and the Holders of the Securities, the obligation of the Company, which
is absolute and unconditional, to pay to the Holders of the Securities the
principal of (and premium, if any) and interest on the Securities as and when
the same shall become due and payable in accordance with their terms; or (b)
affect the relative rights against the Company of the Holders of the
Securities and creditors of the Company other than the holders of Senior
Debt; or (c) prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article of
the holders of Senior Debt to receive cash, property and securities otherwise
payable or deliverable to the Trustee or such Holder.

SECTION 13.8. TRUSTEE TO EFFECTUATE SUBORDINATION.

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

SECTION 13.9. NO WAIVER OF SUBORDINATION PROVISIONS.

No right of any present or future holder of any Senior Debt 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 Debt, 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 Debt may, at any time and from time to time, without the
consent of or written 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
Debt, 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
Debt, or otherwise amend or supplement in any manner Senior Debt or any
instrument evidencing the same or any agreement under which Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (iii) release any Person
liable in any manner for the collection of Senior Debt; and (iv) exercise or
refrain from exercising any rights against the Company and any other Person.

SECTION 13.10. 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 holder of Senior Debt or from any trustee therefor; and, prior to
the receipt of any such written notice, the Trustee 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 at least
two Business Days 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 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 shall not be affected by any
notice to the contrary which may be received by it within two Business Days
prior to such date.

<PAGE>

The Trustee shall be entitled to conclusively rely on the delivery
to it of a written notice by a Person representing himself to be a holder of
Senior Debt (or a trustee therefor) to establish that such notice has been
given by a holder of Senior Debt (or a trustee therefor). 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 Debt 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 Debt 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 13.11. 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 and the Holders of the Securities shall be
entitled to conclusively 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 Debt 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 13.12. TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT.

The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt 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 Debt shall be entitled by virtue of
this Article or otherwise. With respect to the holders of Senior Debt, the
Trustee undertakes to perform or to observe only such of its covenants or
obligations as are specifically set forth in this Article and no implied
covenants or obligations with respect to holders of Senior Debt, shall be
read into this Indenture against the Trustee.

SECTION 13.13. Rights of Trustee as Holder of Senior Debt;

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 Debt which may at
any time be held by it, to the same extent as any other holder of Senior Debt,
and nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

Nothing 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.

<PAGE>

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 13.12 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, (1) the issuance and delivery
of junior securities upon conversion of Securities in accordance with Article
Twelve or upon the repurchase of Securities in accordance with Article Fourteen
shall not be deemed to constitute a payment or distribution on account of the
principal of or premium or interest on Securities or on account of the purchase
or other acquisition of Securities, and (2) the payment, issuance or delivery of
cash, 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 any cash, property
or securities into which the Securities are convertible pursuant to Article
Twelve and (b) securities of the Company which are subordinated in right of
payment to all Senior Debt which may be outstanding at the time of issuance or
delivery of such securities to substantially the same extent as, or to a greater
extent than, the Securities are so subordinated as provided in this Article.
Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Debt and the Holders of the Securities, the right,
which is absolute and unconditional, of the Holder of any Security to convert
such Security in accordance with Article Twelve or to exchange such Security for
Common Stock in accordance with Article Fourteen if the Company elects to
satisfy the obligations under Article Fourteen by the delivery of Common Stock.

ARTICLE FOURTEEN

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

SECTION 14.1. RIGHT TO REQUIRE REPURCHASE.

In the event that a Change of Control (as hereinafter defined) shall
occur, then each Holder shall have the right, at such Holder's option, to
require the Company to repurchase, and upon the exercise of such right the
Company shall repurchase, all of such Holder's Securities, or any portion of the
principal amount thereof that is equal to $1,000 or any integral multiple
thereof, on the date (the "Repurchase Date") that is 45 days after the date on
which the Company Notice (as defined in Section 14.3) is given to Holders 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

<PAGE>

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 3.8. 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 as described in Section 14.2(a). 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
Thirteen, such reference shall be deemed to include reference to the
Repurchase Price only if the Repurchase Price is payable in cash.

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
have been satisfied:

(a) 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 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 for the five
consecutive Trading Days ending on and including the third Trading Day
immediately preceding the Repurchase Date;

(b) The shares of Common Stock deliverable in payment of the
Repurchase Price shall have been listed on the New York Stock Exchange or, if
the Common Stock is not then so listed, such shares shall be have been approved
for quotation in the Nasdaq National Market, in either case, immediately prior
to the Repurchase Date; and

(c) All shares of Common Stock deliverable in payment of the
Repurchase Price shall 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 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.

(a) 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 of Control, the Company or, at the request and expense of
the Company, 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 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.

<PAGE>

Each notice of a repurchase right shall state:

(1) the Repurchase Date,

(2) the date by which the repurchase right must be exercised,

(3) the Repurchase Price, and whether the Repurchase Price shall be
paid by the Company in cash or by delivery of shares of Common Stock,

(4) the instructions a Holder must follow to exercise a repurchase
right,

(5) 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, and

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

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
Fourteen are inconsistent with applicable law, such law shall govern.

(b) To exercise a repurchase right, a Holder shall deliver to the
Trustee or any Paying Agent on or before the 5th day prior to the Repurchase
Date (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 be 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 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 Repurchase Date.

(c) In the event a repurchase right shall be exercised in accordance
with the terms hereof, the Company shall pay or cause to be paid to the Trustee
the Repurchase Price in cash 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 purchase 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 the

<PAGE>

Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Date.

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

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

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

(g) No fractions of shares 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 shall be
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 shall be the
Closing Price of the Common Stock on the Trading Day immediately preceding the
Repurchase Date.

(h) Any issuance and delivery of certificates for shares of Common
Stock on repurchase of Securities shall be made without charge to the Holder of
Securities being repurchased for such certificates or

<PAGE>

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 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.

(i) All Securities delivered for repurchase shall be delivered to the
Trustee, the Paying Agent or any other agents (as shall be set forth in the
Company Notice) to be canceled at the direction of the Trustee, which shall
dispose of the same as provided in Section 3.10.

SECTION 14.4. CERTAIN DEFINITIONS.

For purposes of this Article Fourteen,

(a) the term "beneficial owner" shall be determined in accordance
with Rule 13d-3 promulgated by the Commission pursuant to the Exchange Act;

(b) a "Change of Control" shall be deemed to have occurred at the
time, after the original issuance of the Securities, of:

(i) the acquisition by any person 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 (any shares of voting stock of which such person
is the beneficial owner that are not then outstanding being deemed
outstanding for purposes of calculating such percentage) other than any
such acquisition by the Company or any employee benefit plan of the
Company; or

(ii) any consolidation or merger of the Company with or into, any
other person, any merger of another person with or into the Company, or any
conveyance, transfer, sale, lease or other disposition 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 Common Stock and (y) pursuant to which holders of 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 person 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 of Control shall not be deemed to have occurred
if the Closing Price for any five Trading Days within the period of 10
consecutive Trading Days (x) ending immediately after the later of the date of
the Change of Control or the date of the public announcement of the Change of
Control (in the case of a Change of Control under Clause (i) above) or (y)
ending

<PAGE>

immediately prior to the date of the Change of Control (in the case of a
Change of Control under Clause (ii) above) shall equal or exceed 105% of the
Conversion Price in effect on each such Trading Day; PROVIDED, that any
temporary increase in the Conversion Rate made by the Company pursuant to
paragraph (11) of Section 12.4 shall not be taken into account for purposes
of the foregoing determination;

(c) the term "Conversion Price" on any day shall equal $1,000 divided
by the Conversion Rate in effect on each such day; and

(d) for purposes of this Section 14.4, 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.

<PAGE>

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

INTERIM SERVICES INC.

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

THE BANK OF NEW YORK,
Trustee

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

<PAGE>

EXHIBIT 10.15

AMENDMENT AGREEMENT NO. 2
TO THE CREDIT AGREEMENT

THIS AMENDMENT AGREEMENT NO. 2 (the "Amendment Agreement"), dated as of
May 21, 1998 to the CREDIT AGREEMENT dated as of May 1, 1997, as amended (the
"Credit Agreement"), made by and among INTERIM SERVICES INC., a Delaware
corporation (the "Borrower"), the Borrowing Subsidiaries parties hereto both
as of the date hereof or pursuant to SECTION 2.20 to the Credit Agreement
(herein each a "Company" and collectively, the "Companies"), the several
financial institutions from time to time party to the Credit Agreement
(collectively, the "Banks"; individually, a "Bank"), THE FIRST NATIONAL BANK
OF CHICAGO, as documentation agent for the Banks (in such capacity, the
"Documentation Agent"), and NATIONSBANK, N.A., as agent for the Banks (in
such capacity, the "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, the Companies, the Banks, the Documentation Agent
and the Agent have entered into the Credit Agreement;

WHEREAS, the Borrower has requested (i) that the Documentation Agent,
the Agent and the Banks amend the Credit Agreement and (ii) that the Banks
consent to the issuance of the Subordinated Indebtedness described herein; and

WHEREAS, upon the terms and conditions contained herein the
Documentation Agent, the Agent and the Banks are willing to amend the Credit
Agreement;

NOW, THEREFORE, in consideration of the premises and conditions herein
set forth, it is hereby agreed as follows:

1. CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the dates set forth
below, as follows:

<PAGE>

a. The definition of "Permitted Receivables Securitization" in
SECTION 1.1 of the Credit Agreement is hereby amended effective as of the
date hereof by deleting the figure "$100,000,000" appearing therein and
inserting in lieu thereof the figure "$150,000,000".

b. The definition of "Total Offshore Currency Sublimit" in SECTION
1.1 of the Credit Agreement is hereby further amended effective as of the
date hereof by deleting the figure "$315,000,000" appearing therein and
inserting in lieu thereof the figure "$360,000,000".

c. Effective upon payment in full of Term Loan Outstandings, SECTION
2.9 shall be amended by deleting in their entirety subsections (c), (d),
(e) and (f) and relettering subsection (g) as subsection (c).

d. Effective as of the date hereof, clause (i) of Subsection (c) of
SECTION 9.4 is hereby amended in its entirety so that as amended it shall
read as follows:

"(i) 2.50 to 1.00 or more no Acquisition for which the Acquisition
Price equals or exceeds 10% of Consolidated Net Worth or the Stock
Consideration exceeds 25% of Consolidated Net Worth may be made
without the prior written consent of the Required Banks, and"

e. Effective as of the date hereof, subsection (e) of SECTION 9.12
is hereby amended in its entirety so that as amended it shall read as
follows:

"(e) Additional Indebtedness of the Companies and its
Subsidiaries not to exceed an outstanding amount of $100,000,000;
PROVIDED, that the amount of such outstanding Indebtedness incurred by
Subsidiaries that are not Guarantors shall not at any time exceed
$25,000,000."

f. Effective as of the date hereof, a new SECTION 9.14 is hereby
added to the Credit Agreement which Section shall read as follows:

"Section 9.14 SUBORDINATED INDEBTEDNESS. The Borrower shall not,
and shall not permit any Subsidiary to, purchase, repay or redeem any
Subordinated Indebtedness other than in accordance with its terms and
then only so long as no Default or Event of Default shall exist both
before and after giving effect to such payment; PROVIDED, HOWEVER,
that the Borrower may purchase or redeem during any fiscal year up to
a principal amount of its 4.5% Subordinated Convertible Notes due 2005
(the "Convertible Notes") not exceeding in the aggregate 5% of
Consolidated Net Worth at any time prior to the conversion of
Convertible Notes into common stock of the Borrower so long as (i)
after giving effect to any such redemption or

<PAGE>

repurchase there shall be available for borrowing pursuant to
SECTION 2.1 not less than $50,000,000, (ii) no Default or Event of
Default exists before giving effect to such purchase or redemption
and (iii) the Borrower shall have furnished to the Agent a
Compliance Certificate as of the most recent fiscal quarter end
demonstrating that after giving effect to such purchase or
redemption no Default or Event of Default exists.

2. SUBORDINATED INDEBTEDNESS. Each Lender consents to the issuance of up
to $175,500,000 4.5% Subordinated Convertible Notes due 2005 containing terms
and conditions similar to those set forth in the term sheet attached hereto and
marked EXHIBIT 1.

3. REPRESENTATIONS AND WARRANTIES. In order to induce the
Documentation Agent, the Agent and the Banks to enter into this
Amendment Agreement, each Company hereby represents and warrants that
the Credit Agreement has been re-examined by such Company and that
except as disclosed by any Company in writing to the Banks as of the
date hereof:

a. The representations and warranties made by the Borrower in
Article VII thereof are true on and as of the date hereof except that
the financial statements referred to in SECTION 7.10 shall be those most
recently furnished to the Agent pursuant to SECTION 8.1;

b. There has been no material adverse change in the condition,
financial or otherwise, of such Company and its Subsidiaries since the
date of the most recent financial reports of such Company delivered to
the Agent under SECTION 8.1 thereof, other than changes in the ordinary
course of business, none of which has been a material adverse change;

c. The business and properties of such Company and its Subsidiaries
are not, and since the date of the most recent financial reports of such
Company delivered to the Agent under SECTION 8.1 thereof, have not been,
adversely affected in any substantial way as the result of any fire,
explosion, earthquake, accident, strike, lockout, combination of
workers, flood, embargo, riot, activities of armed

<PAGE>

forces, war or acts of God or the public enemy, or cancellation or loss
of any major contracts; and

d. After giving effect to this Amendment Agreement, no condition
exists which, upon the effectiveness of the amendment contemplated
hereby, would constitute a Default or an Event of Default on the part of
such Company under the Credit Agreement or the Notes, either immediately
or with the lapse of time or the giving of notice, or both.

4. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of the following:

a. twenty-two counterparts of this Amendment Agreement duly executed
by all signatories hereto; and

c. copies of all additional agreements, instruments and documents
which the Agent may reasonably request, such documents, when appropriate,
to be certified by appropriate governmental authorities.

All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.

5. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition,
representation or warranty, express or implied, not herein set forth shall
bind any party hereto, and no one of them has relied on any such promise,
condition, representation or warranty. Each of the parties hereto
acknowledges that, except as in this Amendment Agreement otherwise expressly
stated, no representations, warranties or commitments, express or implied,
have been made by any party to the other. None of the terms or conditions of
this Amendment Agreement may be changed, modified, waived or canceled orally
or otherwise, except by writing, signed by all the

<PAGE>

parties hereto, specifying such change, modification, waiver or cancellation
of such terms or conditions, or of any proceeding or succeeding breach
thereof.

6. CONSENT OF GUARANTORS. The Guarantors have joined in the execution
of this Amendment Agreement for the purposes of consenting hereto and for the
further purpose of confirming their guaranty of Obligations of the Companies
as provided in the Guaranty.

7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain
in full force and effect according to their respective terms.

8. COUNTERPARTS. This Amendment Agreement may be executed in any
number of counterparts, each of which shall be deemed an original as against
any party whose signature appears thereon, and all of which shall together
constitute one and the same instrument.

9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY (i) SUBMITS
TO THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR
THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii)
WAIVES TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

10. ENFORCEABILITY. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.

11. CREDIT AGREEMENT. All references in any of the Loan Documents to
the Credit Agreement shall mean and include the Credit Agreement as amended
hereby.

12. SUCCESSORS AND ASSIGNS. This Amendment Agreement shall be binding
upon and inure to the benefit of each of the Borrower, the Lenders, the Agent
and their respective successors, assigns and legal representatives; PROVIDED,
HOWEVER, that the Borrower, without the prior consent of the Lenders, may not
assign any rights, powers, duties or obligations hereunder.

[Remainder of page intentionally left blank.]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered in Charlotte by their proper and duly authorized
officers as of the day and year first above written.

WITNESS: INTERIM SERVICES INC.

_____________________ By: _______________________________
Name: Shannon C. Allen
Title: Treasurer

INTERIM SERVICES (EUROPE) INC.

By: _______________________________
Name: Shannon C. Allen
Title: Treasurer

MICHAEL PAGE GROUP PLC
(formerly known as Interim Services (UK) PLC)

By: _______________________________
Name: Roy Krause
Title: Director

<PAGE>

INTERIM ACCOUNTING PERSONNEL INC.
INTERIM FINANCIAL CORPORATION
INTERIM LEGAL SERVICES INC.
INTERIM PERSONNEL INC.
INTERIM TEMPORARY PERSONNEL INC.
RICH FIELD AGENCY, INC.
INTERIM TECHNOLOGY INC.
INTERIM REAL ESTATE SOLUTIONS INC.
CORNELL COMPUTER CORP.
SPECTRUM FINANCIAL CORPORATION
INTERIM CAREER SERVICES INC.
WITNESS:

By: _______________________________
Name: Shannon C. Allen
Title: Treasurer

<PAGE>

NATIONSBANK, NATIONAL ASSOCIATION, as Agent and
Issuing Bank

By: _______________________________
Name: Andrew M. Airheart
-----------------------------
Title: Senior Vice President
-----------------------------

NATIONSBANK, NATIONAL ASSOCIATION, as a Bank

By: _______________________________
Name: Andrew M. Airheart
-----------------------------
Title: Senior Vice President
-----------------------------

<PAGE>

THE FIRST NATIONAL BANK OF CHICAGO,
as Documentation Agent and as a Lender

By: _______________________________
Name: _____________________________
Title:_____________________________

<PAGE>

THE FUJI BANK AND TRUST COMPANY,
as a Co-Agent and as a Lender

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

THE CHASE MANHATTAN BANK,
as a Co-Agent and as a Lender

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

FLEET NATIONAL BANK, as a Co-Agent
and as a Lender

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

ABN AMRO BANK NV

By: _______________________________
Name: _____________________________
Title: ____________________________

By: _______________________________
Name: _____________________________
Title:_____________________________

<PAGE>

BANK OF MONTREAL

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

MORGAN GUARANTY TRUST COMPANY
OF NEW YORK

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

Intentionally left blank.

<PAGE>

THE SUMITOMO BANK, LIMITED

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

THE BANK OF NEW YORK

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

COMERICA BANK

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

HIBERNIA NATIONAL BANK

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

BANK OF TOKYO-MITSUBISHI TRUST
COMPANY

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

WACHOVIA BANK, N.A.

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

LTCB TRUST COMPANY

By: _______________________________
Name: Tom Meyer
Title: Senior Vice President

<PAGE>

BANK POLSKA KASA OPIEKI

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

BANK BUMI PUTRA MALAYSIA BERHAD

By: _______________________________
Name: _____________________________
Title: ____________________________

<PAGE>

EXHIBIT I

SEE ATTACHED.

<PAGE>

EXHIBIT 10.16

AMENDMENT AGREEMENT NO. 3
TO THE CREDIT AGREEMENT

THIS AMENDMENT AGREEMENT NO. 3 (the "Amendment Agreement"), dated as of
May 21, 1998 to the CREDIT AGREEMENT dated as of May 1, 1997, as amended (the
"Credit Agreement"), made by and among INTERIM SERVICES INC., a Delaware
corporation (the "Borrower"), the Borrowing Subsidiaries parties hereto both
as of the date hereof or pursuant to SECTION 2.20 to the Credit Agreement
(herein each a "Company" and collectively, the "Companies"), the several
financial institutions from time to time party to the Credit Agreement
(collectively, the "Banks"; individually, a "Bank"), THE FIRST NATIONAL BANK
OF CHICAGO, as documentation agent for the Banks (in such capacity, the
"Documentation Agent"), and NATIONSBANK, N.A., as agent for the Banks (in
such capacity, the "Agent").

W I T N E S S E T H:

WHEREAS, the Borrower, the Companies, the Banks, the Documentation Agent
and the Agent have entered into the Credit Agreement;

WHEREAS, the Borrower has requested (i) that the Documentation Agent, the
Agent and the Banks amend the Credit Agreement and (ii) that the Banks consent
to an increase in the amount of issuance of the Subordinated Indebtedness
described herein; and

WHEREAS, upon the terms and conditions contained herein the Documentation
Agent, the Agent and the Banks are willing to amend the Credit Agreement; and

WHEREAS, the parties hereto agree that this Amendment Agreement shall be
effective immediately after effectiveness of Amendment Agreement No. 2 to the
Credit Agreement dated as of May 21, 1998;

NOW, THEREFORE, in consideration of the premises and conditions herein set
forth, it is hereby agreed as follows:

1. CREDIT AGREEMENT AMENDMENT. Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the dates set forth below,
as follows:

a. Effective as of the date hereof, all references appearing in the
Credit Agreement to "Interim Services (UK) PLC" shall be deleted in their
entirety and substituted in lieu thereof with references to "Michael Page
Group PLC (formerly known as Interim Services (UK) PLC."

b. The definition of "Guarantor" in SECTION 1.1 of the Credit
Agreement is hereby amended effective as of the date hereof by amending and
restating such definition in its entirety as follows:

<PAGE>

" "Guarantor" means each of Interim Accounting Personnel, Inc.,
Interim Financial Corporation, Interim Legal Services Inc., Interim
Personnel Inc., Interim Temporary Personnel Inc., Rich Field
Agency, Inc., Interim Technology Inc., Interim Real Estate
Solutions Inc., Cornell Computer Corp., Spectrum Financial
Corporation, de Recat Associates, Inc., Interim Career Services
Inc., Michael Page International Inc. (and such other Subsidiaries
which may become a Guarantor)."

c. The definition of "Total Offshore Currency Sublimit" in SECTION
1.1 of the Credit Agreement is hereby further amended effective as of the
date hereof by deleting the figure "$360,000,000" appearing therein and
inserting in lieu thereof the figure "$359,207,580".

d. Effective as of the date hereof, EXHIBIT A to SCHEDULE II to the
Credit Agreement is hereby deleted in its entirety and replaced in lieu
thereof with EXHIBIT A attached hereto.

e. Effective as of the date hereof, SCHEDULE 2.1 to the Credit
Agreement is hereby deleted in its entirety and replaced in lieu thereof
with SCHEDULE 2.1 attached hereto.

f. Effective as of the date hereof, SCHEDULE 7.13 to the Credit
Agreement is hereby deleted in its entirety and replaced in lieu thereof
with SCHEDULE 7.13 attached hereto.

2. SUBORDINATED INDEBTEDNESS. Each Lender consents to the issuance of up
to $210,000,000 4.5% Subordinated Convertible Notes due 2005 containing terms
and conditions similar to those set forth in Amendment Agreement No. 2 to the
Credit Agreement dated as of May 21, 1998.

3. REPRESENTATIONS AND WARRANTIES; COVENANTS.

a. In order to induce the Documentation Agent, the Agent and the
Banks to enter into this Amendment Agreement, each Company hereby
represents and warrants that the Credit Agreement has been re-examined by
such Company and that except as disclosed by any Company in writing to the
Banks as of the date hereof:

(i) The representations and warranties made by the Borrower in
Article VII thereof are true on and as of the date hereof except that
the financial statements referred to in SECTION 7.10 shall be those
most recently furnished to the Agent pursuant to SECTION 8.1;

(ii) There has been no material adverse change in the condition,
financial or otherwise, of such Company and its Subsidiaries since the
date of the most recent financial reports of such Company delivered to
the Agent under SECTION 8.1 thereof, other than changes in the
ordinary course of business, none of which has been a material adverse
change;

2
<PAGE>

(iii) The business and properties of such Company and its
Subsidiaries are not, and since the date of the most recent financial
reports of such Company delivered to the Agent under SECTION 8.1
thereof, have not been, adversely affected in any substantial way as
the result of any fire, explosion, earthquake, accident, strike,
lockout, combination of workers, flood, embargo, riot, activities of
armed forces, war or acts of God or the public enemy, or cancellation
or loss of any major contracts; and

(iv) After giving effect to this Amendment Agreement, no
condition exists which, upon the effectiveness of the amendment
contemplated hereby, would constitute a Default or an Event of Default
on the part of such Company under the Credit Agreement or the Notes,
either immediately or with the lapse of time or the giving of notice,
or both.

b. No later than 45 days from the date hereof, the Borrower and the
Companies agree to cause (i) all of the outstanding capital stock of each of de
Recat Associates, Inc., Interim Career Services Inc. and Michael Page
International Inc. and 65% of the outstanding capital stock of Crone Corkhill
Group PLC to be pledged to the Agent for the benefit of the Banks and (ii) the
present pledge by Michael Page Group PLC (formerly known as Interim Services
(UK) PLC) of certain of its capital stock of Michael Page Recruitment Group LTD
(formerly known as Michael Page Group PLC) to be amended to reflect the
organizational restructuring occurring with respect to such entities.

4. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of the following:

a. twenty-two counterparts of this Amendment Agreement duly executed
by all signatories hereto;

b. executed Guaranty Agreements from each of de Recat Associates,
Inc., Interim Career Services Inc. and Michael Page International Inc.,
each in form and substance satisfactory to the Agent; and

c. copies of all additional agreements, instruments and documents
which the Agent may reasonably request, such documents, when appropriate,
to be certified by appropriate governmental authorities.

All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.

3
<PAGE>

Each of the parties hereto acknowledges that, except as in this Amendment
Agreement otherwise expressly stated, no representations, warranties or
commitments, express or implied, have been made by any party to the other.
None of the terms or conditions of this Amendment Agreement may be changed,
modified, waived or canceled orally or otherwise, except by writing, signed
by all the parties hereto, specifying such change, modification, waiver or
cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.

6. CONSENT OF GUARANTORS. The Guarantors have joined in the execution of
this Amendment Agreement for the purposes of consenting hereto and for the
further purpose of confirming their guaranty of Obligations of the Companies as
provided in the Guaranty.

7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.

8. COUNTERPARTS. This Amendment Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.

9. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY (i) SUBMITS TO
THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE
PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.

11. CREDIT AGREEMENT. All references in any of the Loan Documents to the
Credit Agreement shall mean and include the Credit Agreement as amended hereby.

[Remainder of page intentionally left blank.]

4
<PAGE>

WITNESS: INTERIM SERVICES INC.

- -------------- By:
--------------------------------
Name: Shannon C. Allen
Title: Treasurer

INTERIM SERVICES (EUROPE) INC.

By:
--------------------------------
Name: Shannon C. Allen
Title: Treasurer

MICHAEL PAGE GROUP PLC
(formerly known as Interim Services (UK) PLC)

By:
--------------------------------
Name: Roy Krause
Title: Director

5
<PAGE>

By:
--------------------------------
Name: Shannon C. Allen
Title: Treasurer

6
<PAGE>

NATIONSBANK, NATIONAL ASSOCIATION, as
Agent and Issuing Bank

By:
--------------------------------
Name: Andrew M. Airheart
--------------------------------
Title: Senior Vice President
--------------------------------

NATIONSBANK, NATIONAL ASSOCIATION, as a Bank

By:
--------------------------------
Name: Andrew M. Airheart
--------------------------------
Title: Senior Vice President
--------------------------------

7
<PAGE>

THE FIRST NATIONAL BANK OF CHICAGO,
as Documentation Agent and as a Lender