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EXHIBIT 4(g)




[Face of Debenture]




     Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.



			
	 	 	 
	CUSIP NO.                     
	 	PRINCIPAL AMOUNT: $                     






REGISTERED NO. ___




HUTCHINSON TECHNOLOGY INCORPORATED




____% Debentures due ____




     HUTCHINSON TECHNOLOGY INCORPORATED, a corporation duly organized and existing under the laws
of the State of Minnesota (hereinafter called the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & Co., or registered assigns, the principal sum of                                                             
($                    ) on                      and to pay interest thereon from                      or from the most
recent Interest Payment Date to which interest has been paid or duly provided for semi-annually on
                     and                      of each year commencing                                     &n
bsp;    at the rate of ___% per annum,
until the principal hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest,
which shall be                      or                      (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.



     Any interest not punctually paid or duly provided for will forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in the Indenture.



 









 





     Payment of interest on this Security will be made in immediately available funds at the office
or agency of the Company maintained for that purpose in the City of                                         , or the
City of                     , in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts; provided, however, that, at the
option of the Company, payment of interest may be paid by check mailed to the Person entitled
thereto at such Person’s last address as it appears in the Security Register or by wire transfer to
such account as may have been designated by such Person. Payment of principal of and interest on
this Security at Maturity will be made against presentation of this Security at the office or
agency of the Company maintained for that purpose in the City of                                         , or the
City of                     .



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



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



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



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	DATED:
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	HUTCHINSON TECHNOLOGY INCORPORATED
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	[SEAL]
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Attest:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Its	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 





TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

This is one of the Securities of the

series designated therein referred to

in the within-mentioned Indenture.




                                                            ,

     as Trustee




By:                                                                     
            

          Authorized Signature




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[Reverse of Debenture]




HUTCHINSON TECHNOLOGY INCORPORATED




____% Debentures due ____




     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an indenture dated as of
                    , as amended or supplemented from time to time (herein called the “Indenture”),
between the Company and                                         , as Trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, limited in aggregate
principal amount to $                    .



     [**The Securities of this series are not subject to redemption prior to                     .]
[**The Securities of this series are subject to redemption prior to                      as follows:
                                                            ] The Securities will not be entitled to any sinking fund.



     If an Event of Default, as defined in the Indenture, with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.



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



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     The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness on
this Security and (b) certain restrictive covenants and certain Events of Default, upon compliance
by the Company with certain conditions set forth therein, which provisions apply to this Security.



     Upon due presentment for registration of transfer of this Security at the office or agency of
the Company in the City of                     , or the City of                     , a new Security
or Securities of this series in authorized denominations for an equal aggregate principal amount
will be issued to the transferee in exchange herefor, as provided in the Indenture and subject to
the limitations provided therein and to the limitations described below, without charge except for
any tax or other governmental charge imposed in connection therewith.



     This Security is exchangeable for definitive Securities in registered form only if (x) the
Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this
Security or if at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (y) the Company in its sole discretion determines that
this Security shall be exchangeable for definitive Securities in registered form and notifies the
Trustee thereof or (z) an Event of Default with respect to the Securities represented hereby has
occurred and is continuing. If this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities in registered form, bearing interest at the same
rate, having the same date of issuance, redemption provisions, Stated Maturity and other terms and
of authorized denominations aggregating a like amount.



     This Security may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor of the Depositary or a nominee of such
successor. Except as provided above, owners of beneficial interests in this global Security will
not be entitled to receive physical delivery of Securities in definitive form and will not be
considered the Holders hereof for any purpose under the Indenture.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed, except that in the event the Company deposits money or Eligible
Instruments as provided in Section 401 or 403 of the Indenture, such payments will be made only
from proceeds of such money or Eligible Instruments.



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



     No recourse shall be had for the payment of the principal of or the interest on this Security,
or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the
Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or any successor corporation, whether by



5









 







virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.



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



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ABBREVIATIONS




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



	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	 
	 	 	 	 
	TEN ENT

	 	—
	 	as tenants by the entireties
	 
	 	 	 	 
	JT TEN

	 	—
	 	as joint tenants with right
	 

	 	 	 	of survivorship and not
	 

	 	 	 	as tenants in common






UNIF GIFT MIN ACT  —                                           Custodian                        
                 

                                                            (Cust)                       
                            (Minor)




Under Uniform Gifts to Minors Act




                                                            

                         (State)




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



     FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto



Please Insert Social Security or

Other Identifying Number of Assignee




                                                            



 



 



 



(Please print or type name and address including postal zip code of Assignee)




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the within Security of HUTCHINSON TECHNOLOGY INCORPORATED and does hereby irrevocably constitute
and appoint                      attorney to transfer the said Security on the books of the Company,
with full power of substitution in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 




NOTICE: The signature to this assignment must correspond with the name as written upon the face of
the within instrument in every particular, without alteration or enlargement or any change
whatever.





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