NVIDIA CORPORATION

                                       AND

                CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL
                            ASSOCIATION, as Trustee

                             Supplemental Indenture
                                      No. 1

                          Dated as of October 12, 2000

                 4-3/4% Convertible Subordinated Notes due 2007
<PAGE>

      SUPPLEMENTAL INDENTURE NO. 1, dated as of October 12, 2000 between NVIDIA
Corporation, a Delaware corporation (the "Issuer"), and CHASE MANHATTAN BANK AND
TRUST COMPANY, NATIONAL ASSOCIATION, as trustee (the "Trustee"),

      WHEREAS, the Issuer entered into a Subordinated Indenture dated as of
October 12, 2000 between the Issuer and the Trustee (the "Indenture") to provide
for the future issuance of its unsecured debentures, notes or other evidences of
indebtedness to be issued in one or more series (the "Securities");

      WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to
provide for the establishment of a new series of its Securities to be known as
its 4-3/4% Convertible Subordinated Notes due 2007 (said series being
hereinafter referred to as the "Notes"), the form and substance of such Notes
and the terms, provisions and conditions thereof to be set forth as provided in
the Indenture and this First Supplemental Indenture; and

      WHEREAS, the Issuer desires and has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture, and all
requirements necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, and to make the Notes, when executed
by the Issuer and authenticated and delivered by the Trustee, the valid
obligations of the Issuer;

      NOW, THEREFORE:

      In consideration of the purchase and acceptance of the Notes by the
holders thereof, and for the purpose of setting forth, as provided in the
Indenture, the form and substance of the Notes and the terms, provisions and
conditions thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Notes as follows:


                                       1
<PAGE>

                                    ARTICLE 1

         RELATION TO THE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF
                              GENERAL APPLICATION

      SECTION 1.01. Relation to the Indenture. This First Supplemental Indenture
constitutes an integral part of the Indenture.

      SECTION 1.02. Definitions and Other Provisions of General Application .
(a) For all purposes of this First Supplemental Indenture unless otherwise
specified herein, all terms defined in this First Supplemental Indenture which
are used and not otherwise defined herein shall have the meanings they are given
in the Indenture.

      (b) Section 1.01 of the Indenture is amended by inserting the following
additional definitions:

      "close of business" means 5:00 p.m., New York City time.

      "Common Stock" means any stock of any class of the Issuer 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
and which is not subject to redemption by the Issuer. Subject to the provisions
of Section 4.06 hereof, however, shares issuable on conversion of Notes shall
include only shares of the class designated as common stock of the Issuer at the
date of this First Supplemental Indenture (namely, the Common Stock, par value
$0.001 per share) or shares of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Issuer and which are
not subject to redemption by the Issuer; provided, however, that if at any time
there shall be more than one such resulting class, the shares of each such class
then so issuable shall be substantially in the proportion which the total number
of shares of such class resulting from all such reclassifications bears to the
total number of shares of all such classes resulting from all such
reclassifications.

      "Fundamental Change" means the occurrence of any transaction or event in
connection with which all or substantially all of the Common Stock shall be
exchanged for, converted into, acquired for or constitute solely the right to
receive consideration (whether by means of an exchange offer, liquidation,
tender offer, consolidation, merger, combination, reclassification,
recapitalization

                                       2
<PAGE>

or otherwise) which is not all or substantially all common stock listed (or,
upon consummation of or immediately following such transaction or event, which
will be listed) on a United States national securities exchange or approved for
quotation on the Nasdaq National Market or any similar United States system of
automated dissemination of quotations of securities prices.

      (c) Other Definitions.

                                                    Defined herein
                                                    Term in Section
                                                    ---------------

"Accepted Purchase Shares"                             4.05(g)

"Adjustment Event"                                     4.05(l)

"Closing Price"                                       4.05(h)(i)

"Conversion Price"                                       4.04

"Current Market Price"                               4.05(h)(ii)

"Described Securities"                                 4.05(d)

"Determination Date"                                   4.05(l)

"DTC"                                                    2.04

"Expiration Time"                                      4.05(f)

"fair market value"                                  4.05(h)(iii)

"Fundamental Change Expiration Time"                   3.05(b)

"Issuer Notice"                                        3.05(b)

"non-electing share"                                     4.06

"Offer Expiration Time"                                4.05(g)

"Purchased Shares"                                     4.05(f)

"Record Date"                                        4.05(h)(iv)

"Repurchase Date"                                      3.05(a)

"Trading Day"                                         4.05(h)(v)

"Trigger Event"                                        4.05(d)

                                    ARTICLE 2
                               THE SERIES OF NOTES

                                       3
<PAGE>

      SECTION 2.01. Designation. There shall be established a new series of
Securities to be designated as "4-3/4% Convertible Subordinated Notes due 2007".

      SECTION 2.02. Form of Notes. The Notes shall be substantially in the form
of Exhibit A hereto, which is a part of this First Supplemental Indenture, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by the Indenture and this First Supplemental
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 authorized officer of the Issuer executing such Notes, as
evidenced by their execution of the Notes.

      The Notes will initially be issued as Registered Global Securities.

      SECTION 2.03. Principal and Interest. The aggregate principal amount of
the Notes which may be authenticated and delivered under this First Supplemental
Indenture shall not, except as permitted by the provisions of the Indenture,
exceed $345,000,000.

      The principal amount of the Notes shall be payable on October 15, 2007.

      Interest on the Notes shall be payable in the amount, on the dates and in
the manner provided for in the form of the Note attached hereto as Exhibit A.
Interest shall be payable at the office of the Issuer maintained by the Issuer
for such purposes in the Borough of Manhattan, City of New York, which shall
initially be an office or agency of the Trustee and may, as the Issuer shall
specify to the paying agent in writing by each record date, be paid either (i)
by check mailed to the address of the Person entitled thereto as it appears in
the Note register (provided that the holder of Notes with an aggregate principal
amount in excess of $2,000,000 shall, at the written election of such holder, be
paid by wire transfer in immediately available funds) or (ii) by transfer to an
account maintained by such Person located in the United States; provided,
however, that payments to the Depositary will be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.

      The Issuer may not issue new Notes to replace Notes that it has paid or
delivered to the Trustee for cancellation.

      SECTION 2.04. Depositary. The Depositary for any Notes issued as
Registered Global Securities shall be The Depository Trust Company in The City
of New York ("DTC") or any successor Depositary appointed by the Issuer
<PAGE>

within 90 days of the termination of the services of DTC (or any successor to
DTC).

      SECTION 2.05. Other Terms. (a) Pursuant to Section 2.03(g) of Indenture,
the Notes shall have the redemption provisions as set forth in Article 3 hereof.

      (b) Pursuant to Section 2.03(n) of the Indenture, the Notes shall have the
conversion provisions as set forth in Article 4 hereof.

                                    ARTICLE 3
                               REDEMPTION OF NOTES

      SECTION 3.01. Initial Prohibition on Redemption and Optional Redemption by
the Issuer. (a) Except as otherwise provided in Section 3.05, the Notes may not
be redeemed by the Issuer, in whole or in part, at any time prior to October 20,
2003.

      (b) At any time on or after October 20, 2003, and prior to maturity, the
Notes may be redeemed at the option of the Issuer, in whole or in part, upon
notice as set forth in Section 3.02, at the following redemption prices
(expressed as percentages of the principal amount), together in each case with
accrued and unpaid interest, if any to, but excluding, the date fixed for
redemption:

                                                         Redemption
     Period                                                Price
     ------                                                -----

     Beginning on October 20, 2003 and ending on
     October 14, 2004 ..............................      102.714%

     Beginning on October 15, 2004 and ending on
     October 14, 2005...............................      102.036%

     Beginning on October 15, 2005 and ending on
     October 14, 2006...............................      101.357%

     Beginning on October 15, 2006 and ending on
     October 14, 2007...............................      100.679%

and 100% on October 15, 2007; provided, however, that if the date fixed for
redemption is on a April 15 or October 15, then the interest payable on such
date shall be paid to the holder of record on the preceding April 1 or October
1, respectively.

      SECTION 3.02. Notice of Redemptions; Selection of Notes. In case the
Issuer shall desire to exercise the right to redeem all or, as the case may be,
any part of the Notes pursuant to Section 3.01, it shall fix a date for
redemption and it or, at its written request received by the Trustee not fewer
than forty-five (45) days prior (or such shorter period of time as may be
acceptable to the Trustee) to
<PAGE>

the date fixed for redemption, the Trustee in the name of and at the expense of
the Issuer, shall mail or cause to be mailed a notice of such redemption not
fewer than thirty (30) nor more than sixty (60) days prior to the date fixed for
redemption to the holders of Notes so to be redeemed as a whole or in part at
their last addresses as the same appear on the Note register; provided, however,
that if the Issuer shall give such notice, it shall also give written notice,
and written notice of the Notes to be redeemed, to the Trustee. Such mailing
shall be by first class mail. The notice if mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
holder receives such notice. In any case, failure to give such notice by mail or
any defect in the notice to the holder of any Note designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Note. Concurrently with the mailing of any such notice
of redemption, the Issuer shall issue a press release announcing such
redemption, the form and content of which press release shall be determined by
the Issuer in its sole discretion. The failure to issue any such press release
or any defect therein shall not affect the validity of the redemption notice or
any of the proceedings for the redemption of any Note called for redemption.

      Each such notice of redemption shall specify the aggregate principal
amount of Notes to be redeemed, the CUSIP number or numbers of the Notes being
redeemed, the date fixed for redemption (which shall be a Business Day), the
redemption price at which Notes are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Notes, that interest accrued to the date fixed for redemption will be paid as
specified in said notice, and that on and after said date interest thereon or on
the portion thereof to be redeemed will cease to accrue. Such notice shall also
state the current Conversion Price and the date on which the right to convert
such Notes or portions thereof into Common Stock will expire. If fewer than all
the Notes are to be redeemed, the notice of redemption shall identify the Notes
to be redeemed (including CUSIP numbers, if any). In case any Note is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that, on and after the
date fixed for redemption, upon surrender of such Note, a new Note or Notes in
principal amount equal to the unredeemed portion thereof will be issued.

      On or prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Issuer will deposit with the Trustee
or with one or more paying agents (or, if the Issuer is acting as its own paying
agent, set aside, segregate and hold in trust as provided in Section 3.04 of the
Indenture) an amount of money in immediately available funds sufficient to
redeem on the redemption date all the Notes (or portions thereof) so called for
redemption (other than those theretofore surrendered for conversion into Common
Stock) at the appropriate redemption price, together with accrued interest to,
but excluding, the date fixed for redemption; provided, however, that if such
payment is made on the
<PAGE>

redemption date it must be received by the Trustee or paying agent, as the case
may be, by close of business on such date. The Issuer shall be entitled to
retain any interest, yield or gain on amounts deposited with the Trustee or any
paying agent pursuant to this Section 3.02 in excess of amounts required
hereunder to pay the redemption price together with accrued interest to, but
excluding, the date fixed for redemption. If any Note called for redemption is
converted pursuant hereto prior to such redemption, any money deposited with the
Trustee or any paying agent or so segregated and held in trust for the
redemption of such Note shall be paid to the Issuer upon its written request,
or, if then held by the Issuer, shall be discharged from such trust. Whenever
any Notes are to be redeemed, the Issuer will give the Trustee written notice in
the form of an Officer's Certificate not fewer than forty-five (45) days (or
such shorter period of time as may be acceptable to the Trustee) prior to the
redemption date as to the aggregate principal amount of Notes to be redeemed.

      If less than all of the outstanding Notes are to be redeemed, the Trustee
shall select the Notes or portions thereof of the Registered Global Security or
the Notes in certificated form to be redeemed (in principal amounts of $1,000 or
integral multiples thereof) by lot, on a pro rata basis or by another method the
Trustee deems fair and appropriate. If any Note selected for partial redemption
is submitted for conversion in part after such selection, the portion of such
Note submitted for conversion shall be deemed (so far as may be) to be the
portion to be selected for redemption. The Notes (or portions thereof) so
selected shall be deemed duly selected for redemption for all purposes hereof,
notwithstanding that any such Note is submitted for conversion in part before
the mailing of the notice of redemption.

      Upon any redemption of less than all of the outstanding Notes, the Issuer
and the Trustee may (but need not), solely for purposes of determining the pro
rata allocation among such Notes as are unconverted and outstanding at the time
of redemption, treat as outstanding any Notes surrendered for conversion during
the period of fifteen (15) days next preceding the mailing of a notice of
redemption and may (but need not) treat as outstanding any Note authenticated
and delivered during such period in exchange for the unconverted portion of any
Note converted in part during such period.

      SECTION 3.03. Payment of Notes Called for Redemption. If notice of
redemption has been given as above provided, the Notes or portion of Notes with
respect to which such notice has been given shall, unless converted into Common
Stock pursuant to the terms hereof, become due and payable on the date fixed for
redemption and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to (but excluding) the date
fixed for redemption, and on and after said date (unless the Issuer shall
default in the payment of such Notes at the redemption price, together with
interest accrued to
<PAGE>

said date) interest on the Notes or portion of Notes so called for redemption
shall cease to accrue and, after the close of business on the Business Day next
preceding the date fixed for redemption, such Notes shall cease to be
convertible into Common Stock and, except as provided in Sections 6.05 of the
Indenture and 10.04 of the Indenture, to be entitled to any benefit or security
under the Indenture, and the holders thereof shall have no right in respect of
such Notes except the right to receive the redemption price thereof and unpaid
interest to (but excluding) the date fixed for redemption. On presentation and
surrender of such Notes at a place of payment in said notice specified, the said
Notes or the specified portions thereof shall be paid and redeemed by the Issuer
at the applicable redemption price, together with interest accrued thereon to
(but excluding) the date fixed for redemption; provided, however, that if the
applicable redemption date is an interest payment date, the semi-annual payment
of interest becoming due on such date shall be payable to the holders of such
Notes registered as such on the relevant record date instead of the holders
surrendering such Notes for redemption on such date.

      Upon presentation of any Note redeemed in part only, the Issuer shall
execute and the Trustee shall authenticate and make available for delivery to
the holder thereof, at the expense of the Issuer, a new Note or Notes, of
authorized denominations, in principal amount equal to the unredeemed portion of
the Notes so presented.

      Notwithstanding the foregoing, the Trustee shall not redeem any Notes or
mail any notice of redemption during the continuance of a default in payment of
interest or premium, if any, on the Notes. If any Note called for redemption
shall not be so paid upon surrender thereof for redemption, the principal and
premium, if any, shall, until paid or duly provided for, bear interest from the
date fixed for redemption at the rate borne by the Note and such Note shall
remain convertible into Common Stock until the principal and premium, if any,
and interest shall have been paid or duly provided for.

      SECTION 3.04. Conversion Arrangement on Call for Redemption. In connection
with any redemption of Notes, the Issuer may arrange for the purchase and
conversion of any Notes by an agreement with one or more investment bankers or
other purchasers to purchase such Notes by paying to the Trustee in trust for
the Noteholders, on or before the date fixed for redemption, an amount not less
than the applicable redemption price, together with interest accrued to (but
excluding) the date fixed for redemption, of such Notes. Notwithstanding
anything to the contrary contained in this Article 3, the obligation of the
Issuer to pay the redemption price of such Notes, together with interest accrued
to (but excluding) the date fixed for redemption, shall be deemed to be
satisfied and discharged to the extent such amount is so paid by such
purchasers. If such an agreement is entered into, a copy of which will be filed
with the Trustee prior to
<PAGE>

the date fixed for redemption, any Notes not duly surrendered for conversion by
the holders thereof may, at the option of the Issuer, be deemed, to the fullest
extent permitted by law, acquired by such purchasers from such holders and
(notwithstanding anything to the contrary contained in Article 4 hereof)
surrendered by such purchasers for conversion, all as of immediately prior to
the close of business on the date fixed for redemption (and the right to convert
any such Notes shall be extended through such time), subject to payment of the
above amount as aforesaid. At the direction of the Issuer, the Trustee shall
hold and dispose of any such amount paid to it in the same manner as it would
monies deposited with it by the Issuer for the redemption of Notes. Without the
Trustee's prior written consent, no arrangement between the Issuer and such
purchasers for the purchase and conversion of any Notes shall increase or
otherwise affect any of the powers, duties, responsibilities or obligations of
the Trustee as set forth in this Indenture.

      SECTION 3.05. Redemption at Option of Holders.

      (a) If there shall occur a Fundamental Change at any time prior to October
15, 2007, then each Noteholder shall have the right, at such holder's option, to
require the Issuer to redeem all of such holder's Notes, or any portion thereof
that is an integral multiple of $1,000 principal amount, on the date (the
"Repurchase Date") that is thirty (30) days after the date of the Issuer Notice
(as defined in Section 3.05(b) below) of such Fundamental Change (or, if such
30th day is not a Business Day, the next succeeding Business Day) at a
redemption price equal to 100% of the principal amount thereof, together with
accrued interest to (but excluding) the date of redemption; provided, however,
that, if such Repurchase Date is a April 15 or October 15, then the interest
payable on such date shall be paid on such date to the holders of record of the
Notes on the next preceding April 1 or October 1, respectively.

      Upon presentation of any Note redeemed in part only, the Issuer shall
execute and, upon the Issuer's written direction to the Trustee, the Trustee
shall authenticate and deliver to the holder thereof, at the expense of the
Issuer, a new Note or Notes, of authorized denominations, in principal amount
equal to the unredeemed portion of the Notes so presented.

      (b) On or before the tenth day after the occurrence of a Fundamental
Change, the Issuer or at its written request (which must be received by the
Trustee at least five (5) Business Days prior to the date the Trustee is
requested to give notice as described below, unless the Trustee shall agree in
writing to a shorter period), the Trustee, in the name of and at the expense of
the Issuer, shall mail or cause to be mailed to all holders of record on the
date of the Fundamental Change a notice (the "Issuer Notice") of the occurrence
of such Fundamental Change and of the redemption right at the option of the
holders arising as a result thereof. Such notice shall be mailed in the manner
and with the
<PAGE>

effect set forth in the first paragraph of Section 3.02 (without regard for the
time limits set forth therein). If the Issuer shall give such notice, the Issuer
shall also deliver a copy of the Issuer Notice to the Trustee at such time as it
is mailed to Noteholders. Concurrently with the mailing of any Issuer Notice,
the Issuer shall issue a press release announcing such Fundamental Change
referred to in the Issuer Notice, the form and content of which press release
shall be determined by the Issuer in its sole discretion. The failure to issue
any such press release or any defect therein shall not affect the validity of
the Issuer Notice or any proceedings for the redemption of any Note which any
Noteholder may elect to have the Issuer redeem as provided in this Section 3.05.

      Each Issuer Notice shall specify the circumstances constituting the
Fundamental Change, the Repurchase Date, the price at which the Issuer shall be
obligated to redeem Notes, that the holder must exercise the redemption right on
or prior to the close of business on the Repurchase Date (the "Fundamental
Change Expiration Time"), that the holder shall have the right to withdraw any
Notes surrendered prior to the Fundamental Change Expiration Time, a description
of the procedure which a Noteholder must follow to exercise such redemption
right and to withdraw any surrendered Notes, the place or places where the
holder is to surrender such holder's Notes, the amount of interest accrued on
each Note to the Repurchase Date and the "CUSIP" number or numbers of the Notes
(if then generally in use).

      No failure of the Issuer to give the foregoing notices and no defect
therein shall limit the Noteholders' redemption rights or affect the validity of
the proceedings for the redemption of the Notes pursuant to this Section 3.05.

      (c) For a Note to be so redeemed at the option of the holder, the Issuer
must receive at the office or agency of the Issuer maintained for that purpose
or, at the option of such holder, the Corporate Trust Office, such Note with the
form entitled "Option to Elect Repayment Upon A Fundamental Change" on the
reverse thereof duly completed, together with such Notes duly endorsed for
transfer, on or before the Fundamental Change Expiration Time. All questions as
to the validity, eligibility (including time of receipt) and acceptance of any
Note for repayment shall be determined by the Issuer, whose determination shall
be final and binding absent manifest error.

      (d) On or prior to the Repurchase Date, the Issuer will deposit with the
Trustee or with one or more paying agents (or, if the Issuer is acting as its
own paying agent, set aside, segregate and hold in trust as provided in Section
3.04 of the Indenture) an amount of money sufficient to redeem on the Repurchase
Date all the Notes to be redeemed on such date at the appropriate redemption
price, together with accrued interest to (but excluding) the Repurchase Date;
provided, however, that if such payment is made on the Repurchase Date it must
be received by the Trustee or paying agent, as the case may be, by close of
business on such date. Payment for Notes surrendered for redemption (and not
<PAGE>

withdrawn) prior to the Fundamental Change Expiration Time will be made promptly
(but in no event more than five (5) Business Days) following the Repurchase Date
by mailing checks for the amount payable to the holders of such Notes entitled
thereto as they shall appear on the registry books of the Issuer.

      (e) In the case of a reclassification, change, consolidation, merger,
combination, sale or conveyance to which Section 4.06 hereof applies, in which
the Common Stock of the Issuer is changed or exchanged as a result into the
right to receive stock, securities or other property or assets (including cash),
which includes shares of Common Stock of the Issuer or shares of common stock of
another Person that are, or upon issuance will be, traded on a United States
national securities exchange or approved for trading on an established automated
over-the-counter trading market in the United States and such shares constitute
at the time such change or exchange becomes effective in excess of 50% of the
aggregate fair market value of such stock, securities or other property or
assets (including cash) (as determined by the Issuer, which determination shall
be conclusive and binding), then the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
shall execute and deliver to the Trustee a supplemental indenture (accompanied
by an Opinion of Counsel that such supplemental indenture complies with the
Trust Indenture Act as in force at the date of execution of such supplemental
indenture) modifying the provisions of the Indenture and this First Supplemental
Indenture relating to the right of holders of the Notes to cause the Issuer to
repurchase the Notes following a Fundamental Change, including without
limitation the applicable provisions of this Section 3.05 and the definitions of
Common Stock and Fundamental Change, as appropriate, as determined in good faith
by the Issuer (which determination shall be conclusive and binding), to make
such provisions apply to such other Person if different from the Issuer and the
common stock issued by such Person (in 1ieu of the Issuer and the Common Stock
of the Issuer).

      (f) The Issuer will comply with the provisions of Rule 13e-4 and any other
tender offer rules under the Securities Exchange Act of 1934, as amended, to the
extent then applicable in connection with the redemption rights of the holders
of Notes in the event of a Fundamental Change.
<PAGE>

                                    ARTICLE 4
                               CONVERSION OF NOTES

      SECTION 4.01. Right to Convert. Subject to and upon compliance with the
provisions of the Indenture and this First Supplemental Indenture, including,
without limitation, Article 13 of the Indenture, the holder of any Note shall
have the right, at its option, at any time after the original issuance of the
Notes hereunder through the close of business on the final maturity date of the
Notes (except that, with respect to any Note or portion of a Note that shall be
called for redemption, such right shall terminate, except as provided in Section
4.02 hereof, Section 3.02 hereof or Section 3.04 hereof, at the close of
business on the Business Day next preceding the date fixed for redemption of
such Note or portion of a Note unless the Issuer shall default in payment due
upon redemption thereof) to convert the principal amount of any such Note, or
any portion of such principal amount which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Common
Stock (as such shares shall then be constituted) obtained by dividing the
principal amount of the Note or portion thereof surrendered for conversion by
the Conversion Price in effect at such time, by surrender of the Note so to be
converted in whole or in part in the manner provided, together with any required
funds, in Section 4.02 hereof. A Note in respect of which a holder is exercising
its option to require redemption upon a Fundamental Change pursuant to Section
3.05 hereof may be converted only if such holder withdraws its election to
exercise in accordance with Section 3.05. A holder of Notes is not entitled to
any rights of a holder of Common Stock until such holder has converted his Notes
to Common Stock, and only to the extent such Notes are deemed to have been
converted to Common Stock under this Article 4.

      SECTION 4.02. Exercise of Conversion Privilege; Issuance of Common Stock
on Conversion; No Adjustment for Interest or Dividends. In order to exercise the
conversion privilege with respect to any Note in certificated form, the holder
of any such Note to be converted in whole or in part shall surrender such Note,
duly endorsed, at an office or agency maintained by the Issuer pursuant to
Section 3.02 of the Indenture, accompanied by the funds, if any, required by the
penultimate paragraph of this Section 4.02, and shall give written notice of
conversion in the form provided on the Notes (or such other notice which is
acceptable to the Issuer) to the office or agency that the holder elects to
convert such Note or the portion thereof specified in said notice. Such notice
shall also state the name or names (with address or addresses) in which the
certificate or certificates for shares of Common Stock which shall be issuable
on such conversion shall be issued, and shall be accompanied by transfer taxes,
if required pursuant to Section 4.07 hereof. Each such Note surrendered for
conversion shall, unless the shares issuable on conversion are to be issued in
the same name as the
<PAGE>

registration of such Note, be duly endorsed by, or be accompanied by instruments
of transfer in form satisfactory to the Issuer duly executed by, the holder or
his duly authorized attorney.

      In order to exercise the conversion privilege with respect to any interest
in a Registered Global Security, the beneficial holder must complete, or cause
to be completed, the appropriate instruction form for conversion pursuant to the
Depositary's book-entry conversion program, deliver, or cause to be delivered,
by book-entry delivery an interest in such Registered Global Security, furnish
appropriate endorsements and transfer documents if required by the Issuer or the
Trustee or conversion agent, and pay the funds, if any, required by this Section
4.02 and any transfer taxes if required pursuant to Section 4.07 hereof.

      As promptly as practicable after satisfaction of the requirements for
conversion set forth above, subject to compliance with any restrictions on
transfer if shares issuable on conversion are to be issued in a name other than
that of the Noteholder (as if such transfer were a transfer of the Note or Notes
(or portion thereof) so converted), the Issuer shall issue and shall deliver to
such Noteholder at the office or agency maintained by the Issuer for such
purpose pursuant to Section 3.02 of the Indenture, a certificate or certificates
for the number of full shares of Common Stock issuable upon the conversion of
such Note or portion thereof as determined by the Issuer in accordance with the
provisions of this Article 4 and a check or cash in respect of any fractional
interest in respect of a share of Common Stock arising upon such conversion,
calculated by the Issuer as provided in Section 4.03 hereof. In case any Note of
a denomination greater than $1,000 shall be surrendered for partial conversion
and subject to Section 2.07 of the Indenture, the Issuer shall execute and the
Trustee shall authenticate and deliver to the holder of the Note so surrendered,
without charge to him, a new Note or Notes in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Note.

      Each conversion shall be deemed to have been effected as to any such Note
(or portion thereof) on the date on which the requirements set forth above in
this Section 4.02 have been satisfied as to such Note (or portion thereof), and
the Person in whose name any certificate or certificates for shares of Common
Stock shall be issuable upon such conversion shall be deemed to have become on
said date the holder of record of the shares represented thereby; provided,
however, that any such surrender on any date when the stock transfer books of
the Issuer shall be closed shall constitute the Person in whose name the
certificates are to be issued as the record holder thereof for all purposes on
the next succeeding day on which such stock transfer books are open, but such
conversion shall be at the Conversion Price in effect on the date upon which
such Note shall be surrendered.
<PAGE>

      No adjustment in respect of interest on any Note converted or dividends on
any shares issued upon conversion of such Note will be made upon any conversion
except as set forth in the next sentence. If this Note (or portion hereof) is
surrendered for conversion during the period from the close of business on any
record date for the payment of interest to the close of business on the Business
Day preceding the following interest payment date and either (x) has not been
called for redemption on a redemption date that occurs during such period or (y)
is not to be redeemed in connection with a Fundamental Change on a Repurchase
Date that occurs during such period, this Note (or portion hereof being
converted) must be accompanied by an amount, in New York Clearing House funds or
other funds acceptable to the Issuer, equal to the interest payable on such
interest payment date on the principal amount being converted; provided,
however, that no such payment shall be required if there shall exist at the time
of conversion a default in the payment of interest on the Notes.

      Upon the conversion of an interest in a Registered Global Security, the
Trustee (or other conversion agent appointed by the Issuer), or the custodian at
the direction of the Trustee (or other conversion agent appointed by the
Issuer), shall make a notation on such Registered Global Security as to the
reduction in the principal amount represented thereby. The Issuer shall notify
the Trustee in writing of any conversions of Notes effected through any
conversion agent other than the Trustee.

      SECTION 4.03. Cash Payments in Lieu of Fractional Shares. No fractional
shares of Common Stock or scrip representing fractional shares shall be issued
upon conversion of Notes. If more than one Note shall be surrendered for
conversion at one time by the same holder, the number of full shares that shall
be issuable upon conversion shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
issuable upon the conversion of any Note or Notes, the Issuer shall make an
adjustment and payment therefor in cash at the current market price thereof to
the holder of Notes. The current market price of a share of Common Stock shall
be the Closing Price (as defined below) on the last Business Day immediately
preceding the day on which the Notes (or specified portions thereof) are deemed
to have been converted.

      SECTION 4.04. Conversion Price. The conversion price shall be as specified
in the form of Note (herein called the "Conversion Price") attached as Exhibit A
hereto, subject to adjustment as provided in this Article 4.

      SECTION 4.05. Adjustment of Conversion Price. The Conversion Price shall
be adjusted from time to time by the Issuer as follows:
<PAGE>

      (a) In case the Issuer shall hereafter pay a dividend or make a
distribution to all holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect at the opening of
business on the date following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution by a
fraction, the numerator of which shall be the number of shares of the Common
Stock outstanding at the close of business on the date fixed for such
determination, and the denominator of which shall be the sum of such number of
shares and the total number of shares constituting such dividend or other
distribution, such reduction to become effective immediately after the opening
of business on the day following the date fixed for such determination. For the
purpose of this paragraph (a), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury of the Issuer. The
Issuer will not pay any dividend or make any distribution on shares of Common
Stock held in the treasury of the Issuer. If any dividend or distribution of the
type described in this Section 4.05(a) is declared but not so paid or made, the
Conversion Price shall again be adjusted to the Conversion Price that would then
be in effect if such dividend or distribution had not been declared.

      (b) In case the Issuer shall issue rights or warrants to all holders of
its outstanding shares of Common Stock entitling them (for a period expiring
within forty-five (45) days after the date fixed for determination of
stockholders entitled to receive such rights or warrants) to subscribe for or
purchase shares of Common Stock at a price per share less than the Current
Market Price (as defined below) on the date fixed for determination of
stockholders entitled to receive such rights or warrants, the Conversion Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Conversion Price in effect immediately prior to the date fixed
for determination of stockholders entitled to receive such rights or warrants by
a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for determination of
stockholders entitled to receive such rights or warrants plus the number of
shares that the aggregate offering price of the total number of shares so
offered would purchase at such Current Market Price, and the denominator of
which shall be the number of shares of Common Stock outstanding on the date
fixed for determination of stockholders entitled to receive such rights or
warrants plus the total number of additional shares of Common Stock offered for
subscription or purchase. Such adjustment shall be successively made whenever
any such rights or warrants are issued, and shall become effective immediately
after the opening of business on the day following the date fixed for
determination of stockholders entitled to receive such rights or warrants. To
the extent that shares of Common Stock are not delivered after the expiration of
such rights or warrants, the Conversion Price shall be readjusted to the
Conversion Price that would then be in effect had the adjustments made upon the
issuance of such rights or warrants been made on the
<PAGE>

basis of delivery of only the number of shares of Common Stock actually
delivered. In the event that such rights or warrants are not so issued, the
Conversion Price shall again be adjusted to be the Conversion Price that would
then be in effect if such date fixed for the determination of stockholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than such Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Issuer for such
rights or warrants and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the Board
of Directors.

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

      (d) In case the Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock shares of any class of capital stock of the Issuer
(other than any dividends or distributions to which Section 4.05(a) hereof
applies) or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 4.05(b) hereof, and
excluding any dividend or distribution (x) paid exclusively in cash or (y)
referred to in Section 4.05(a) hereof (any of the foregoing hereinafter in this
Section 4.05(d) called the "Described Securities")), then, in each such case
(unless the Issuer elects to reserve such Securities for distribution to the
Noteholders upon the conversion of the Notes so that any such holder converting
Notes will receive upon such conversion, in addition to the shares of Common
Stock to which such holder is entitled, the amount and kind of such Described
Securities which such holder would have received if such holder had converted
its Notes into Common Stock immediately prior to the Record Date (as defined in
Section 4.05(h)(iv) hereof for such distribution of the Described Securities)),
the Conversion Price shall be reduced so that the same shall be equal to the
price determined by multiplying the Conversion Price in effect on the Record
Date with respect to such distribution by a fraction, the numerator of which
shall be the Current Market Price per share of the Common Stock on such Record
Date less the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive, and described in a resolution of the Board of
Directors) on the Record Date of the portion of the Described Securities so
distributed applicable to
<PAGE>

one share of Common Stock and the denominator of which shall be the Current
Market Price per share of the Common Stock, such reduction to become effective
immediately prior to the opening of business on the day following such Record
Date; provided, however, that in the event the then fair market value (as so
determined) of the portion of the Described Securities so distributed applicable
to one share of Common Stock is equal to or greater than the Current Market
Price of the Common Stock on the Record Date, in lieu of the foregoing
adjustment, adequate provision shall be made so that each Noteholder shall have
the right to receive upon conversion the amount of Described Securities such
holder would have received had such holder converted each Note on the Record
Date. In the event that such dividend or distribution is not so paid or made,
the Conversion Price shall again be adjusted to be the Conversion Price that
would then be in effect if such dividend or distribution had not been declared.
If the Board of Directors determines the fair market value of any distribution
for purposes of this Section 4.05(d) by reference to the actual or when issued
trading market for any securities, it must in doing so consider the prices in
such market over the same period used in computing the Current Market Price of
the Common Stock.

      Rights or warrants distributed by the Issuer to all holders of Common
Stock entitling the holders thereof to subscribe for or purchase shares of the
Issuer's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 4.05 (and no adjustment to the Conversion Price under
this Section 4.05 will be required) until the occurrence of the earliest Trigger
Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this Section 4.05(d). If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this First Supplemental Indenture, are subject to events, upon the occurrence of
which such rights or warrants become exercisable to purchase different
securities, evidences of indebtedness or other assets, then the date of the
occurrence of any and each such event shall be deemed to be the date of
distribution and record date with respect to new rights or warrants with such
rights (and a termination or expiration of the existing rights or warrants
without exercise by any of the holders thereof). In addition, in the event of
any distribution (or deemed distribution) of rights or warrants, or any Trigger
Event or other event (of the type described in the preceding sentence) with
respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Conversion Price under this Section 4.05
was made, (1) in the case of any such rights or warrants that shall all have
been redeemed or repurchased without exercise by any holders thereof, the
Conversion Price shall be readjusted upon such final redemption repurchase to
give effect to such distribution or Trigger Event, as the case may be,
<PAGE>

as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a holder or holders of Common Stock with respect to
such rights or warrants (assuming such holder had retained such rights or
warrants), made to all holders of Common Stock as of the date of such redemption
or repurchase, and (2) in the case of such rights or warrants that shall have
expired or been terminated without exercise by any holders thereof, the
Conversion Price shall be readjusted as if such rights and warrants had not been
issued.

      No adjustment of the Conversion Price shall be made pursuant to this
Section 4.05(d) in respect of rights or warrants distributed or deemed
distributed on any Trigger Event to the extent that such rights or warrants are
actually distributed, or reserved by the Issuer for distribution to holders of
Notes upon conversion by such holders of Notes to Common Stock. If the Issuer
implements a stockholder rights plan, the Issuer agrees that such rights plan
will provide that upon conversion of the Notes, the Holders holding Common Stock
issued upon conversion shall receive the rights issued under such plan in lieu
of the Issuer making an adjustment of the Conversion Price pursuant to this
Section 4.05(d) unless there has already been an adjustment of the Conversion
Price pursuant to this Section 4.05(d).

      For purposes of this Section 4.05(d) and Sections 4.05(a) and (b) hereof,
any dividend or distribution to which this Section 4.05(d) is applicable that
also includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Price reduction required by this Section 4.05(d) with respect to
such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Price reduction required by Sections
4.05(a) and (b) hereof with respect to such dividend or distribution shall then
be made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution", "the date fixed for the
determination of stockholders entitled to receive such rights or warrants" and
"the date fixed for such determination" within the meaning of Sections 4.05(a)
and (b) hereof, and (B) any shares of Common Stock included in such dividend or
distribution shall not be deemed "outstanding at the close of business on the
date fixed for such determination" within the meaning of Section 4.05(a) hereof.

      (e) In case the Issuer shall, by dividend or otherwise, distribute to all
holders of its Common Stock cash (excluding (x) any quarterly cash dividend on
the Common Stock to the extent the aggregate cash dividend per
<PAGE>

share of Common Stock in any fiscal quarter does not exceed the greater of (A)
the amount per share of Common Stock of the next preceding quarterly cash
dividend on the Common Stock to the extent that such preceding quarterly
dividend did not require any adjustment of the Conversion Price pursuant to this
Section 4.05(e) (as adjusted to reflect subdivisions, or combinations of the
Common Stock), and (B) 3.75% of the arithmetic average of the Closing Price
(determined as set forth in Section 4.05(h) hereof) during the ten Trading Days
(as defined in Section 4.05(h) hereof) immediately prior to the date of
declaration of such dividend, and (y) any dividend or distribution in connection
with the liquidation, dissolution or winding up of the Issuer, whether voluntary
or involuntary), then, in such case, the Conversion Price shall be reduced so
that the same shall equal the price determined by multiplying the Conversion
Price in effect immediately prior to the close of business on such record date
by a fraction, the numerator of which shall be the Current Market Price of the
Common Stock on the record date less the amount of cash so distributed (and not
excluded as provided above) applicable to one share of Common Stock, and the
denominator of which shall be such Current Market Price of the Common Stock,
such reduction to be effective immediately prior to the opening of business on
the day following the record date; provided, however, that in the event the
portion of the cash so distributed applicable to one share of Common Stock is
equal to or greater than the Current Market Price of the Common Stock on the
record date, in lieu of the foregoing adjustment, adequate provision shall be
made so that each Noteholder shall have the right to receive upon conversion the
amount of cash such holder would have received had such holder converted each
Note on the record date. In the event that such dividend or distribution is not
so paid or made, the Conversion Price shall again be adjusted to be the
Conversion Price that would then be in effect if such dividend or distribution
had not been declared. If any adjustment is required to be made as set forth in
this Section 4.05(e) as a result of a distribution that is a quarterly dividend,
such adjustment shall be based upon the amount by which such distribution
exceeds the amount of the quarterly cash dividend permitted to be excluded
pursuant hereto. If an adjustment is required to be made as set forth in this
Section 4.05(e) above as a result of a distribution that is not a quarterly
dividend, such adjustment shall be based upon the full amount of the
distribution.

      (f) In case a tender or exchange offer made by the Issuer or any
Subsidiary for all or any portion of the Common Stock shall expire and such
tender or exchange offer (as amended upon the expiration thereof) shall require
the payment to stockholders of consideration per share of Common Stock having a
fair market value (as determined by the Board of Directors, whose determination
shall be conclusive and described in a resolution of the Board of Directors)
that as of the last time (the "Expiration Time") tenders or exchanges may be
made pursuant to such tender or exchange offer (as it may be amended) exceeds
the Current Market Price of the Common Stock on the Trading Day next succeeding
the Expiration Time, the Conversion Price shall be reduced so that the
<PAGE>

same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to the Expiration Time by a fraction the numerator of
which shall be the number of shares of Common Stock outstanding (including any
tendered or exchanged shares) at the Expiration Time multiplied by the Current
Market Price of the Common Stock on the Trading Day next succeeding the
Expiration Time and the denominator of which shall be the sum of (x) the fair
market value (determined as aforesaid) of the aggregate consideration payable to
stockholders based on the acceptance (up to any maximum specified in the terms
of the tender or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so accepted, up to
any such maximum, being referred to as the "Purchased Shares") and (y) the
product of the number of shares of Common Stock outstanding (less any Purchased
Shares) at the Expiration Time and the Current Market Price of the Common Stock
on the Trading Day next succeeding the Expiration Time, such reduction to become
effective immediately prior to the opening of business on the Trading Day
following the Expiration Time. In the event that the Issuer is obligated to
purchase shares pursuant to any such tender or exchange offer, but the Issuer is
permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Price shall again be adjusted to be
the Conversion Price that would then be in effect if such tender or exchange
offer had not been made.

      (g) In case of a tender or exchange offer made by a Person other than the
Issuer or any Subsidiary for an amount that increases the offeror's ownership of
Common Stock to more than twenty-five percent (25%) of the Common Stock
outstanding and shall involve the payment by such Person of consideration per
share of Common Stock having a fair market value (as determined by the Board of
Directors, whose determination shall be conclusive, and described in a
resolution of the Board of Directors) that as of the last time (the "Offer
Expiration Time") tenders or exchanges may be made pursuant to such tender or
exchange offer (as it shall have been amended) that exceeds the Current Market
Price of the Common Stock on the Trading Day next succeeding the Offer
Expiration Time, and in which, as of the Offer Expiration Time the Board of
Directors is not recommending rejection of the offer, the Conversion Price shall
be reduced so that the same shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the Offer Expiration Time by a
fraction the numerator of which shall be the number of shares of Common Stock
outstanding (including any tendered or exchanged shares) at the Offer Expiration
Time multiplied by the Current Market Price of the Common Stock on the Trading
Day next succeeding the Offer Expiration Time and the denominator of which shall
be the sum of (x) the fair market value (determined as aforesaid) of the
aggregate consideration payable to stockholders based on the acceptance (up to
any maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Offer
Expiration Time (the shares deemed so accepted, up to any such maximum, being
<PAGE>

referred to as the "Accepted Purchased Shares") and (y) the product of the
number of shares of Common Stock outstanding (less any Accepted Purchased
Shares) at the Offer Expiration Time and the Current Market Price of the Common
Stock on the Trading Day next succeeding the Offer Expiration Time, such
reduction to become effective immediately prior to the opening of business on
the Trading Day following the Offer Expiration Time. In the event that such
Person is obligated to purchase shares pursuant to any such tender or exchange
offer, but such Person is permanently prevented by applicable law from effecting
any such purchases or all such purchases are rescinded, the Conversion Price
shall again be adjusted to be the Conversion Price that would then be in effect
if such tender or exchange offer had not been made. Notwithstanding the
foregoing, the adjustment described in this Section 4.05(g) shall not be made
if, as of the Offer Expiration Time, the offering documents with respect to such
offer disclose a plan or intention to cause the Issuer to engage in any
transaction described in Article 9 of the Indenture.

      (h) For purposes of this Section 4.05, the following terms shall have the
meaning indicated:

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

      (ii) "Current Market Price" shall mean the average of the daily Closing
Prices per share of Common Stock for the ten consecutive Trading Days
immediately prior to the date in question except as hereinafter provided for
purposes of any computation under Section 4.05(f) or (g) hereof; provided,
however, that (1) if the "ex" date (as hereinafter defined) for any event (other
than the issuance or distribution requiring such computation and other than the
tender or exchange offer requiring such computation under Section 4.05(f) or (g)
hereof) that requires an adjustment to the Conversion Price pursuant to Section
4.05(a), (b), (c), (d), (e), (f) or (g) hereof occurs during such ten
consecutive Trading Days, the Closing Price for each Trading Day prior to the
"ex" date for such other event shall be adjusted by multiplying such Closing
Price by the same fraction by
<PAGE>

which the Conversion Price is so required to be adjusted as a result of such
other event, (2) if the "ex" date for any event (other than the issuance or
distribution requiring such computation and other than the tender or exchange
offer requiring such computation under Section 4.05(f) or (g) hereof) that
requires an adjustment to the Conversion Price pursuant to Section 4.05(a), (b),
(c), (d), (e), (f) or (g) hereof occurs on or after the "ex" date for the
issuance or distribution requiring such computation and prior to the day in
question, the Closing Price for each Trading Day on and after the "ex" date for
such other event shall be adjusted by multiplying such Closing Price by the
reciprocal of the fraction by which the Conversion Price is so required to be
adjusted as a result of such other event, and (3) if the "ex" date for the
issuance or distribution requiring such computation is prior to the day in
question, after taking into account any adjustment required pursuant to clause
(1) or (2) of this proviso, the Closing Price for each Trading Day on or after
such "ex" date shall be adjusted by adding thereto the amount of any cash and
the fair market value (as determined by the Board of Directors or, to the extent
permitted by applicable law, a duly authorized committee thereof in a manner
consistent with any determination of such value for purposes of Section 4.05(d),
(f) or (g) hereof, whose determination shall be conclusive and described in a
resolution of the Board of Directors or such duly authorized committee thereof,
as the case may be) of the evidences of indebtedness, shares of capital stock or
assets being distributed applicable to one share of Common Stock as of the close
of business on the day before such "ex" date. For purposes of any computation
under Section 4.05(f) or (g) hereof, the "Current Market Price" of the Common
Stock on any date shall be deemed to be the average of the daily Closing Prices
per share of Common Stock for such day and the next two succeeding Trading Days;
provided, however, that if the "ex" date for any event (other than the tender or
exchange offer requiring such computation under Section 4.05(f) or (g) hereof)
that requires an adjustment to the Conversion Price pursuant to Section 4.05(a),
(b), (c), (d), (e), (f) or (g) hereof occurs on or after the Expiration Time or
Offer Expiration Time, as the case may be, for the tender or exchange offer
requiring such computation and prior to the day in question, the Closing Price
for each Trading Day on and after the "ex" date for such other event shall be
adjusted as provided in clauses (1), (2) and (3) of the proviso contained in the
first sentence of this Section 4.05(h)(2). For purpose of this paragraph, the
term "ex" date, (1) when used with respect to any issuance or distribution,
means the first date on which the Common Stock trades, regular way, on the
relevant exchange or in the relevant market from which the Closing Price was
obtained without the right to receive such issuance or distribution, (2) when
used with respect to any subdivision or combination of shares of Common Stock,
means the first date on which the Common Stock trades, regular way, on such
exchange or in such market after the time at which such subdivision or
combination becomes effective, and (3) when used with respect to any tender or
exchange offer means the first date on which the Common Stock trades, regular
way, on such exchange
<PAGE>

or in such market after the Expiration Time or the Offer Expiration Time of such
offer.

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

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

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

      (i) The Issuer may make such reductions in the Conversion Price, in
addition to those required by Sections 4.05(a), (b), (c), (d), (e), (f) or (g)
hereof as the Board of Directors considers to be advisable to avoid or diminish
any income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.

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

      (j) No adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least one percent (1%) in
such price; provided, however, that any adjustments that by reason of this
Section 4.05(j) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this Article 4
shall be made by the Issuer and shall be made to the nearest cent or to
<PAGE>

the nearest one-hundredth (1/100) of a share, as the case may be. No adjustment
need be made for rights to purchase Common Stock pursuant to a Issuer plan for
reinvestment of dividends or interest. To the extent the Notes become
convertible into cash, assets, property or securities (other than capital stock
of the Issuer), no adjustment need be made thereafter as to the cash, assets,
property or such securities. Interest will not accrue on the cash.

      (k) Whenever the Conversion Price is adjusted as herein provided, the
Issuer shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officer's Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Responsible Officer of the Trustee shall have
received such Officers' Certificate, the Trustee shall not be deemed to have
knowledge of any adjustment of the Conversion Price and may assume that the last
Conversion Price of which it has knowledge is still in effect. Promptly after
delivery of such certificate, the Issuer shall prepare a notice of such
adjustment of the Conversion Price setting forth the adjusted Conversion Price
and the date on which each adjustment becomes effective and shall mail such
notice of such adjustment of the Conversion Price to the holder of each Note at
his last address appearing on the Note register provided for in Section 2.08 of
the Indenture, within twenty (20) days after execution thereof. Failure to
deliver such notice shall not affect the legality or validity of any such
adjustment.

      (l) In any case in which this Section 4.05 provides that an adjustment
shall become effective immediately, after (1) a record date or Record Date for
an event, (2) the date fixed for the determination of stockholders entitled to
receive a dividend or distribution pursuant to Section 4.05(a) hereof, (3) a
date fixed for the determination of stockholders entitled to receive rights or
warrants pursuant to Section 4.05(b) hereof, (4) the Expiration Time for any
tender or exchange offer pursuant to Section 4.05(f) hereof, or (5) the Offer
Expiration Time for a tender or exchange offer pursuant to Section 4.05(g)
hereof (each a "Determination Date"), the Issuer may elect to defer until the
occurrence of the relevant Adjustment Event (as hereinafter defined) (x) issuing
to the holder of any Note converted after such Determination Date and before the
occurrence of such Adjustment Event, the additional shares of Common Stock or
other securities issuable upon such conversion by reason of the adjustment
required by such Adjustment Event over and above the Common Stock issuable upon
such conversion before giving effect to such adjustment and (y) paying to such
holder any amount in cash in lieu of any fraction pursuant to Section 4.03
hereof. For purposes of this Section 4.05(1) hereof, the term "Adjustment Event"
shall mean:

      (i) in any case referred to in clause (1) hereof, the occurrence of such
event,

      (ii) in any case referred to in clause (2) hereof, the date any such
dividend or distribution is paid or made,
<PAGE>

      (iii) in any case referred to in clause (3) hereof, the date of expiration
of such rights or warrants, and

      (iv) in any case referred to in clause (4) or clause (5) hereof, the date
a sale or exchange of Common Stock pursuant to such tender or exchange offer is
consummated and becomes irrevocable.

      (m) For purposes of this Section 4.05, the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Issuer but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Issuer will not pay
any dividend or make any distribution on shares of Common Stock held in the
treasury of the Issuer.

      SECTION 4.06. Effect of Reclassification, Consolidation, Merger or Sale .
If any of the following events occur, namely (i) any reclassification or change
of the outstanding shares of Common Stock (other than a subdivision or
combination to which Section 4.05(c) hereof applies), (ii) any consolidation,
merger or combination of the Issuer with another Person as a result of which
holders of Common Stock shall be entitled to receive stock, other securities or
other property or assets (including cash) with respect to or in exchange for
such Common Stock, or (iii) any sale or conveyance of all or substantially all
of the properties and assets of the Issuer to any other Person as a result of
which holders of Common Stock shall be entitled to receive stock, other
securities or other property or assets (including cash) with respect to or in
exchange for such Common Stock, then the Issuer or the successor or purchasing
person, as the case may be, shall execute with the Trustee a supplemental
indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture) providing that such Note shall
be convertible into the kind and amount of shares of stock, other securities or
other property or assets (including cash) receivable upon such reclassification,
change, consolidation, merger, combination, sale or conveyance by a holder of a
number of shares of Common Stock issuable upon conversion of such Notes
(assuming, for such purposes, a sufficient number of authorized shares of Common
Stock are available to convert all such Notes) immediately prior to such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming such holder of Common Stock did not exercise his rights of election, if
any, as to the kind or amount of stock, other securities or other property or
assets (including cash) receivable upon such reclassification, change,
consolidation, merger, combination, sale or conveyance (provided that, if the
kind or amount of stock, other securities or other property or assets (including
cash) receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance is not the same for each share of Common Stock
in respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purposes of this Section 4.06 the kind and
amount of stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger,
combination, sale or conveyance for each non-electing share shall be
<PAGE>

deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares). Such supplemental indenture shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article 4.

      The Issuer shall cause notice of the execution of such supplemental
indenture to be mailed to each holder of Notes, at its address appearing on the
Note register provided for in Section 2.08 of the Indenture, within twenty (20)
days after execution thereof. Failure to deliver such notice shall not affect
the legality or validity of such supplemental indenture.

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

      If this Section 4.06 applies to any event or occurrence, Section 4.05
hereof shall not apply.

      SECTION 4.07. Taxes on Shares Issued. The issue of stock certificates on
conversions of Notes shall be made without charge to the converting Noteholder
for any tax in respect of the issue thereof. The Issuer shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of stock in any name other than that of the holder of
any Note converted, and the Issuer shall not be required to issue or deliver any
such stock certificate unless and until the Person or Persons requesting the
issue thereof shall have paid to the Issuer the amount of such tax or shall have
established to the satisfaction of the Issuer that such tax has been paid.

      SECTION 4.08. Reservation of Shares; Shares to be Fully Paid; Compliance
with Governmental Requirements; Listing of Common Stock. The Issuer shall
provide, free from preemptive rights, out of its authorized but unissued shares
or shares held in treasury, sufficient shares of Common Stock to provide for the
conversion of the Notes from time to time as such Notes are presented for
conversion.

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

      The Issuer covenants that all shares of Common Stock which may be issued
upon conversion of Notes will upon issue be fully paid and non-assessable
<PAGE>

by the Issuer and free from all taxes, liens and charges with respect to the
issue thereof.

      The Issuer covenants that, if any shares of Common Stock to be provided
for the purpose of conversion of Notes hereunder require registration with or
approval of any governmental authority under any federal or state law before
such shares may be validly issued upon conversion, the Issuer will in good faith
and as expeditiously as possible, to the extent then permitted by the rules and
interpretations of the Securities and Exchange Commission (or any successor
thereto), endeavor to secure such registration or approval, as the case may be.

      The Issuer further covenants that, if at any time the Common Stock shall
be listed on the Nasdaq National Market or any other national securities
exchange or automated quotation system, the Issuer will, if permitted by the
rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated
quotation system, all Common Stock issuable upon conversion of the Note;
provided, however, that, if the rules of such exchange or automated quotation
system permit the Issuer to defer the listing of such Common Stock until the
first conversion of the Notes into Common Stock in accordance with the
provisions of this Indenture, the Issuer covenants to list such Common Stock
issuable upon conversion of the Notes in accordance with the requirements of
such exchange or automated quotation system at such time.

      SECTION 4.09. Responsibility of Trustee. The Trustee and any other
conversion agent shall not at any time be under any duty or responsibility to
any holder of Notes to determine the Conversion Price or whether any facts exist
which may require any adjustment of the Conversion Price, or with respect to the
nature or extent or calculation of any such adjustment when made, or with
respect to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. The Trustee and any other
conversion agent shall not be accountable with respect to the validity or value
(or the kind or amount) of any shares of Common Stock, or of any securities or
property, which may at any time be issued or delivered upon the conversion of
any Note; and the Trustee and any other conversion agent make no representations
with respect thereto. Neither the Trustee nor any conversion agent shall be
responsible for any failure of the Issuer to issue, transfer or deliver any
shares of Common Stock or stock certificates or other securities or property or
cash upon the surrender of any Note for the purpose of conversion or to comply
with any of the duties, responsibilities or covenants of the Issuer contained in
this Article 4. Without limiting the generality of the foregoing, neither the
Trustee nor any conversion agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 4.06 hereof relating either to the kind or
amount of shares of stock or
<PAGE>

securities or property (including cash) receivable by Noteholders upon the
conversion of their Notes after any event referred to in such Section 4.06
hereof or to any adjustment to be made with respect thereto, but, subject to the
provisions of Section 6.01 of the Indenture, may accept as conclusive evidence
of the correctness of any such provisions, and shall be protected in relying
upon, the Officer's Certificate (which the Issuer shall be obligated to file
with the Trustee prior to the execution of any such supplemental indenture) with
respect thereto.

      SECTION 4.10. Notice to Holders Prior to Certain Actions. In case:

      (a) the Issuer shall declare a dividend (or any other distribution) on its
Common Stock that would require an adjustment in the Conversion Price pursuant
to Section 4.05; or

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

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

      (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Issuer or any Significant Subsidiary;
<PAGE>

the Issuer shall cause to be filed with the Trustee and to be mailed to each
holder of Notes at his address appearing on the Note register provided for in
Section 2.08 of the Indenture, as promptly as possible but in any event at least
ten (10) days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined, or (y) the date
on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective or occur,
and the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up.

                                    ARTICLE 5
                            MISCELLANEOUS PROVISIONS

      SECTION 5.01. Supplemental Indenture. The Indenture, as supplemented and
amended by this First Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.

      SECTION 5.02. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

      SECTION 5.03. Governing Law. This First Supplemental Indenture and the
form of Note attached hereto as an exhibit shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of the State of New York, without regard to the
conflict of laws provisions thereof.
<PAGE>

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

                                        NVIDIA CORPORATION

                                        By: /s/ Christine B. Hoberg
                                           -------------------------------------
                                           Name:  Christine B. Hoberg
                                           Title: Chief Financial Officer


                                        CHASE MANHATTAN BANK AND
                                         TRUST COMPANY, NATIONAL
                                         ASSOCIATION, as Trustee

                                        By: /s/ James Nagy
                                           -------------------------------------
                                           Name:  James Nagy
                                           Title: Assistant Vice President
<PAGE>

                                    EXHIBIT A

      For Registered Global Security only: UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) (THE "DEPOSITARY", WHICH TERM INCLUDES ANY SUCCESSOR
DEPOSITARY FOR THE CERTIFICATES) 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 REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREIN IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), 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.
<PAGE>

                               NVIDIA CORPORATION

                  4-3/4% CONVERTIBLE SUBORDINATED NOTE DUE 2007

No.:                                            CUSIP NO. 67066GAA2

                                                U.S. $ principal amount

      NVIDIA Corporation, a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "Issuer", which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of C dollars ($C) on October 15, 2007 at
the office or agency of the Issuer maintained for that purpose in accordance
with the terms of the Indenture, 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, and to pay interest, semi-annually on April 15 and
October 15 of each year, commencing April 15, 2001, on said principal sum at
said office or agency, in like coin or currency, at the rate per annum of
4-3/4%, from October 15 or April 15, as the case may be, next preceding the date
of this Note to which interest has been paid or duly provided for, unless the
date hereof is a date to which interest has been paid or duly provided for, in
which case from the date of this Note, or unless no interest has been paid or
duly provided for on the Notes, in which case from October 12, 2000, until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the date hereof is after any April 15 or
October 15, as the case may be, and before the following April 15 or October 15,
this Note shall bear interest from such April 15 or October 15, provided,
however, that if the Issuer shall default in the payment of interest due on such
April 15 or October 15, then this Note shall bear interest from the next
preceding April 15 or October 15 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from October 12, 2000. Except as otherwise provided in the Indenture, the
interest payable on the Note pursuant to the Indenture on any April 15 or
October 15 will be paid to the person entitled thereto as it appears in the Note
register at the close of business on the record date, which shall be the April 1
or October 1 (whether or not a Business Day) next preceding such April 15 or
October 15, as provided in the Indenture; provided, however, that any such
interest not punctually paid or duly provided for shall be payable as provided
in the Indenture.

      Interest shall be payable at the office of the Issuer maintained by the
Issuer for such purposes in the Borough of Manhattan, City of New York, which
shall initially be an office or agency of the Trustee and may, as the Issuer
shall
<PAGE>

specify to the paying agent in writing by each record date, be paid either (i)
by check mailed to the address of the Person entitled thereto as it appears in
the Note register (provided that the holder of Notes with an aggregate principal
amount in excess of $2,000,000 shall, at the written election of such holder, be
paid by wire transfer in immediately available funds) or (ii) by transfer to an
account maintained by such Person located in the United States; provided,
however, that payments to the Depositary will be made by wire transfer of
immediately available funds to the account of the Depositary or its nominee.

      Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal of and premium, if any, and interest on the Notes to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and provisions giving the holder of this Note the right to convert this Note
into Common Stock of the Issuer on the terms and subject to the limitations
referred to on the reverse hereof and as more fully specified in the Indenture.
Such further provisions shall for all purposes have the same effect as though
fully set forth at this place.

      This Note shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
and governed by the laws of the State of New York, without regard to principles
of conflicts of laws.

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

      IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed.

                                        NVIDIA CORPORATION

                                        By:_____________________________________
                                           Name: Jen-Hsun Huang
                                           Title: Chief Executive Officer

Attest:
Name:   Christine B. Hoberg
Title:  Chief Financial Officer
Dated:  October 12, 2000

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By:
   Name:  James Nagy
        ---------------------------
   Title: Assistant Vice President
         --------------------------
<PAGE>

                             FORM OF REVERSE OF NOTE

                               NVIDIA CORPORATION

                  4-3/4% CONVERTIBLE SUBORDINATED NOTE DUE 2007

      This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 4-3/4% Convertible Subordinated Notes due 2007 (herein called
the "Notes"), limited to the aggregate principal amount of $345,000,000 all
issued or to be issued under and pursuant to an Indenture dated as of October
12, 2000, as supplemented by the First Supplemental Indenture dated as of
October 12, 2000 (as supplemented, the "Indenture"), between the Issuer and
Chase Manhattan Bank and Trust Company, National Association, as trustee (herein
called the "Trustee"), to which Indenture and all other indentures (if any)
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer and the holders of the Notes.

      In case certain Events of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of, premium, if any, and accrued
interest on all Notes may be declared by either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Notes then outstanding,
and upon said declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.

      The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Notes at the time outstanding, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or modifying
in any manner the rights of the holders of the Notes; provided, however, that no
such supplemental indenture shall (a)(i) extend the final maturity of the Notes,
(ii) reduce the principal amount hereof, (iii) reduce the rate or extend the
time of payment of interest hereon, (iv) reduce any amount payable on redemption
hereof, (v) make the principal hereof, or interest hereon payable in any coin or
currency other than that provided herein or in accordance with the terms hereof,
(vi) modify or amend any provisions relating to the conversion or exchange of
the Notes, including the determination of the amount of securities or other
property (or cash) into which the Notes shall be converted or exchanged, (vii)
alter the provisions of Section 11.11 or 11.12 of the Indenture or impair or
affect the right of any Noteholder to institute suit for the payment hereof or
any right of repayment at the option of the Noteholder, in each case without the
consent of the Holder of each Note so affected, or (b) reduce the aforesaid
percentage of Notes, the consent of the Holders of which is required for any
such supplemental
<PAGE>

indenture, without the consent of the Holders of each Note so affected. Subject
to the provisions of the Indenture, the holders of a majority in aggregate
principal amount of the Notes at the time outstanding may on behalf of the
holders of all of the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in respect of a covenant or
provisions of the Indenture which under Article 8 of the Indenture cannot be
modified without the consent of the holders of each or all Notes then
outstanding or affected thereby. Any such consent or waiver by the holder of
this Note (unless revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this Note and
any Notes which may be issued in exchange or substitution hereof, irrespective
of whether or not any notation thereof is made upon this Note or such other
Notes.

      The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, expressly subordinated and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Issuer,
whether outstanding at the date of the Indenture or thereafter incurred, and
this Note is issued subject to the provisions of the Indenture with respect to
such subordination. Each holder of this Note, by accepting the same, agrees to
and shall be bound by such provisions and authorizes the Trustee on its behalf
to take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee his attorney-in-fact for such
purpose.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.

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

      The Notes are issuable in fully registered form, without coupons, in
denominations of $1,000 principal amount and any integral multiple of $1,000. At
the office or agency of the Issuer referred to on the face hereof, and in the
manner and subject to the limitations provided in the Indenture, without payment
of any service charge but with payment of a sum sufficient to cover any tax,
assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Notes, Notes may be exchanged for a like
aggregate principal amount of Notes of any other authorized denominations.

      The Notes will not be redeemable at the option of the Issuer prior to
October 20, 2003. At any time on or after October 20, 2003, and prior to
maturity, the Notes may be redeemed at the option of the Issuer, in whole or in
part, upon
<PAGE>

mailing a notice of such redemption not less than 30 days but not more than 60
days before the date fixed for redemption to the holders of Notes at their last
registered addresses, all as provided in the Indenture, at the following
optional redemption prices (expressed as percentages of the principal amount),
together in each case with accrued and unpaid interest to, but excluding, the
date fixed for redemption:

                                                       Redemption
     Period                                               Price
     ------                                               -----

     Beginning on October 20, 2003 and ending on
     October 14, 2004..............................     102.714%

     Beginning on October 15, 2004 and ending on
     October 14, 2005..............................     102.036%

     Beginning on October 15, 2005 and ending on
     October 14, 2006..............................     101.357%

     Beginning on October 15, 2006 and ending on
     October 14, 2007..............................     100.679%

and 100% on October 15, 2007; provided, however, that if the date fixed for
redemption is on a April 15 or October 15, then the interest payable on such
date shall be paid to the holder of record on the preceding April 1 or October
1, respectively.

      The Issuer may not give notice of any redemption of the Notes if a default
in the payment of interest or premium, if any, on the Notes has occurred and is
continuing.

      The Notes are not subject to redemption through the operation of any
sinking fund.

      If a Fundamental Change occurs at anytime prior to October 15, 2007, the
Notes will be redeemable on the 30th day after notice thereof (the "Repurchase
Date") at the option of the holder of the Notes at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to (but
excluding) the date of redemption; provided, however, that, if such Repurchase
Date is a April 15 or October 15, the interest payable on such date shall be
paid to the holder of record of the Notes on the preceding April 1 or October 1,
respectively. The Notes will be redeemable in multiples of $1,000 principal
amount. The Issuer shall mail to all holders of record of the Notes a notice of
the occurrence of a Fundamental Change and of the redemption right arising as a
result thereof on or before the 10th day after the occurrence of such
Fundamental Change. For a Note to be so redeemed at the option of the holder,
the Issuer must receive at the office or agency of the Issuer maintained for
that purpose in accordance with the terms of the Indenture, such Note with the
form entitled "Option to Elect Repayment Upon a Fundamental Change" on the
reverse thereof
<PAGE>

duly completed, together with such Note, duly endorsed for transfer, on or
before the 30th day after the date of such notice of a Fundamental Change (or if
such 30th day is not a Business Day, the immediately succeeding Business Day).

      Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after the original issuance of any Notes
through the close of business on the final maturity date of the Notes, or, as to
all or any portion hereof called for redemption, prior to the close of business
on the Business Day immediately preceding the date fixed for redemption (unless
the Issuer shall default in payment due upon redemption thereof), to convert the
principal hereof or any portion of such principal which is $1,000 or an integral
multiple thereof into that number of shares of the Issuer's Common Stock (as
such shares shall be constituted at the date of conversion) obtained by dividing
the principal amount of this Note or portion thereof to be converted by the
Conversion Price of $92.71, as may adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture (the form entitled "Conversion Notice" on the reverse
hereof), to the Issuer at the office or agency of the Issuer maintained for that
purpose in accordance with the terms of the Indenture, or at the option of such
holder, the Corporate Trust Office, and, unless the shares issuable on
conversion are to be issued in the same name as this Note, duly endorsed by, or
accompanied by instruments of transfer in form satisfactory to the Issuer duly
executed by, the holder or by his duly authorized attorney. No adjustment in
respect of interest on any Note converted or dividends on any shares issued upon
conversion of such Note will be made upon any conversion except as set forth in
the next sentence. If this Note (or portion hereof) is surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the close of business on the Business Day preceding
the following interest payment date and either (x) has not been called for
redemption on a redemption date that occurs during such period or (y) is not to
be redeemed in connection with a Fundamental Change on a Repurchase Date that
occurs during such period, this Note (or portion hereof being converted) must be
accompanied by an amount, in New York Clearing House funds or other funds
acceptable to the Issuer, equal to the interest payable on such interest payment
date on the principal amount being converted; provided, however, that no such
payment shall be required if there shall exist at the time of conversion a
default in the payment of interest on the Notes. No fractional shares will be
issued upon any conversion, but an adjustment and payment in cash will be made,
as provided in the Indenture, in respect of any fraction of a share which would
otherwise be issuable upon the surrender of any Note or Notes for conversion. A
Note in respect of which a holder is exercising its right to require redemption
upon a Fundamental Change may be converted only if such holder withdraws its
election to exercise such right in accordance with the terms of the Indenture.
Any Notes called for redemption, unless surrendered for conversion by the
holders thereof on or before the close of business on the Business Day preceding
the date
<PAGE>

fixed for redemption, may be deemed to be redeemed from the holders of such
Notes for an amount equal to the applicable redemption price, together with
accrued but unpaid interest to (but excluding) the date fixed for redemption, by
one or more investment banks or other purchasers who may agree with the Issuer
(i) to purchase such Notes from the holders thereof and convert them into shares
of the Issuer's Common Stock and (ii) to make payment for such Notes as
aforesaid to the Trustee in trust for the holders.

      Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer maintained for that purpose in accordance with
the terms of the Indenture, a new Note or Notes of authorized denominations for
an equal aggregate principal amount will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax, assessment or other governmental charge imposed in
connection therewith.

      The Issuer, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Issuer or any Note registrar) for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Issuer nor the Trustee nor any other
authenticating agent nor any paying agent nor other conversion agent nor any
Note registrar shall be affected by any notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, satisfy and discharge liability for monies payable on this
Note.

      No recourse for the payment of the principal of or any premium or interest
on this Note, or for any claim based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Issuer in
the Indenture or any supplemental indenture or in any Note, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, agent, officer or director or subsidiary,
as such, past, present or future, of the Issuer or of any successor corporation,
either directly or through the Issuer or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

      This Note shall be deemed to be a contract made under the laws of New
York, and for all purposes shall be construed in accordance with the laws of New
York, without regard to principles of conflicts of laws.
<PAGE>

      Terms used in this Note and defined in the Indenture are used herein as
therein defined.
<PAGE>

                                  ABBREVIATIONS

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

TEN COM -     as tenants in common            UNIF GIFT MIN ACT -      Custodian
TEN ENT -     as tenant by the entireties       (Cust)                   (Minor)
JT TEN -      as joint tenants with right
              of survivorship and not as      under Uniform Gifts to Minors Act
              tenants in common

                                              __________________________________
                                              (State)

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

                                CONVERSION NOTICE

TO:   NVIDIA CORPORATION
     CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

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


Dated:
<PAGE>

                                      Signature(s)

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

                                      Signature Guarantee

      Fill in the registration of shares of Common Stock if to be issued, and
Notes if to be delivered, other than to and in the name of the registered
holder:


(Name)

(Street Address)

(City, State and Zip Code)

Please print name and address

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

$
<PAGE>

Social Security or Other
Taxpayer Identification Number:


                                       14
<PAGE>

        OPTION TO ELECT REPAYMENT UPON A FUNDAMENTAL CHANGE

TO:  NVIDIA CORPORATION
     CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION

      The undersigned registered owner of this Note hereby irrevocably
acknowledges receipt of a notice from NVIDIA Corporation (the "Issuer") as to
the occurrence of a Fundamental Change with respect to the Issuer and requests
and instructs the Issuer to repay the entire principal amount of this Note, or
the portion thereof (which is $1,000 or an integral multiple thereof) below
designated, in accordance with the terms of the Indenture referred to in this
Note at the price of 100% of such entire principal amount or portion thereof,
together with accrued interest to, but excluding, such repayment date, to the
registered holder hereof.


Dated:_____________________________

                                     Signature(s)

                                     NOTICE: The above signatures of the
                                     holder(s) hereof must correspond with the
                                     name as written upon the face of the Note
                                     in every particular without alteration or
                                     enlargement or any change whatever.

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

                                     $

                                     Social Security or Other
                                     Taxpayer Identification Number


                                       15
<PAGE>

                                   ASSIGNMENT

      For value received __________________________ hereby sell(s) assign(s) and
transfers) unto ____________________________________ (Please insert social
security or other Taxpayer Identification Number of assignee) the within Note,
and hereby irrevocably constitutes and appoints ___________________________
attorney to transfer said Note on the books of the Issuer, with full power of
substitution in the premises.

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

                                  Signature(s)

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

                                  Signature Guarantee

NOTICE: The signature of the conversion notice, the option to elect repayment
upon a Fundamental Change or the assignment must correspond with the name as
written upon the face of the Note in every particular without alteration or
enlargement or any change whatever.


                                       16

Source: OneCLE Business Contracts.