EXHIBIT
10.141


 


MICRON
TECHNOLOGY, INC.


 


2.50% Convertible Subordinated Notes due February 1, 2010


 


Registration Rights Agreement


 


February 4, 2003


 


Goldman, Sachs & Co.


2765 Sand Hill Road


Menlo Park, CA  94025


and


Lehman Brothers Inc.


155 Linfield Drive


Menlo Park, CA 94025


As representatives
of the several Purchasers


named in Schedule
II to the Purchase Agreement


 


Ladies and Gentlemen:


 


Micron Technology,
Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the
Purchasers (as defined herein) upon the terms set forth in the Purchase
Agreement (as defined herein) its 2.50% Convertible Subordinated Notes due
February 1, 2010 (the “Securities”).  As
an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder,
the Company agrees with the Purchasers for the benefit of Holders (as defined
herein) from time to time of the Registrable Securities (as defined herein) as
follows:


 


1.             Definitions.


 


(a)           Capitalized
terms used herein without definition shall have the meanings ascribed to them
in the Purchase Agreement.  As used in
this Agreement, the following defined terms shall have the following meanings:


 


“Affiliate”
of any specified person means any other person which, directly or indirectly,
is in control of, is controlled by, or is under common control with such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 

















 


“Closing
Date” means the First Delivery Date as defined in the Purchase
Agreement.


 


“Commission”
means the United States Securities and Exchange Commission, or any other
federal agency at the time administering the Exchange Act or the Securities
Act, whichever is the relevant statute for the particular purpose.


 


“Common
Stock” means the Company’s common stock, par value $0.10 per share.


 


“DTC” means The
Depository Trust Company.


 


“Effective
Date” means the date the Shelf Registration Statement is
declared effective.


 


“Effective
Failure” has the meaning assigned thereto in Section 6(b) hereof.


 


“Effectiveness Period”
has the meaning assigned thereto in Section 2(b)(i) hereof.


 


“Effective Time” means
the time at which the Commission declares the Shelf Registration Statement
effective or at which the Shelf Registration Statement otherwise becomes
effective.


 


“Electing Holder”
has the meaning assigned thereto in Section 3(a)(ii) hereof.


 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


 


“Holder” means,
any person that is the record owner of Registrable Securities (and includes any
person that has a beneficial interest in any Registrable Security in book-entry
form).


 


“Indenture” means
the Indenture, dated as of February 4, 2003, between the Company and Wells
Fargo Bank Minnesota, National Association, as amended and supplemented from
time to time in accordance with its terms.


 


“Liquidated
Damages” has the meaning assigned thereto in Section 6(a)
hereof.


 


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Appendix A hereto.


 


The term “person” means
an individual, partnership, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus” means
the prospectus (including, without limitation, any preliminary prospectus, any
final prospectus and any prospectus that discloses information previously
omitted from a prospectus filed as part of an effective registration statement
in reliance upon Rule 430A under the Securities Act) included in the Shelf
Registration Statement, as amended or supplemented by any prospectus supplement
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Shelf Registration Statement and by all other


 


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amendments and
supplements to such prospectus, including all material incorporated by
reference in such prospectus and all documents filed after the date of such
prospectus by the Company under the Exchange Act and incorporated by reference
therein.


 


“Purchase Agreement”
means the purchase agreement, dated as of January 29, 2003, between the
Purchasers and the Company relating to the Securities.


 


“Purchasers” means
the Initial Purchasers named in Schedule II of the Purchase Agreement.


 


“Registrable Securities”
means all or any portion of the Securities issued from time to time under the
Indenture in registered form and the shares of Common Stock issuable upon
conversion, repurchase or redemption of such Securities; provided, however,
that a security ceases to be a Registrable Security when it is no longer a
Restricted Security.


 


“Registration
Default” has the meaning assigned thereto in Section 6(a)
hereof.


 


“Restricted Security”
means any Security or share of Common Stock issuable upon conversion thereof
except any such Security or share of Common Stock that (i) has been
effectively registered under the Securities Act and sold in a manner
contemplated by the Shelf Registration Statement, (ii) has been transferred
in compliance with Rule 144 under the Securities Act (or any successor
provision thereto) or is transferable pursuant to paragraph (k) of such
Rule 144 (or any successor provision thereto), or (iii) has otherwise been
transferred and a new Security or share of Common Stock not subject to transfer
restrictions under the Securities Act has been delivered by or on behalf of the
Company in accordance with the Indenture.


 


“Rules and Regulations”
means the published rules and regulations of the Commission promulgated under
the Securities Act or the Exchange Act, as in effect at any relevant time.


 


“Securities Act”
means the United States Securities Act of 1933, as amended.


 


“Shelf
Registration” means a registration effected pursuant to
Section 2 hereof.


 


“Shelf Registration Statement”
means a “shelf” registration statement filed under the Securities Act providing
for the registration of, and the sale on a continuous or delayed basis by the
Holders of, all of the Registrable Securities pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission,
filed by the Company pursuant to the provisions of Section 2 of this
Agreement, including the Prospectus contained therein, any amendments and
supplements to such registration statement, including post-effective
amendments, and all exhibits and all material incorporated by reference in such
registration statement.


 


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“Trust Indenture Act”
means the Trust Indenture Act of 1939, or any successor thereto, and the rules,
regulations and forms promulgated thereunder, as the same shall be amended from
time to time.


 


The term “underwriter”
means any underwriter of Registrable Securities in connection with an offering
thereof under a Shelf Registration Statement.


 


(b)           Wherever there is a reference in this
Agreement to a percentage of the “principal amount” of Registrable Securities
or to a percentage of Registrable Securities, Common Stock shall be treated as
representing the principal amount of Securities that were surrendered for
conversion or exchange in order to receive such number of shares of Common
Stock.


 


2.             Shelf Registration.


 


(a)           The Company shall use its reasonable
efforts to file, no later than 90 calendar days following the Closing Date,
with the Commission a Shelf Registration Statement relating to the offer and
sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement and, thereafter, shall use its
reasonable efforts to cause such Shelf Registration Statement to be declared
effective under the Securities Act no later than 180 calendar days following
the Closing Date;  provided, however, that the Company
may, upon written notice to all Holders, postpone having the Shelf Registration
Statement declared effective for a reasonable period not to exceed 90 days if
the Company possesses material non-public information, the disclosure of which
would have a material adverse effect on the Company and its subsidiaries taken
as a whole; provided, further, however,
that no Holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the Prospectus forming a part thereof
for resales of Registrable Securities unless such Holder is an Electing Holder.


 


(b)           The Company shall use its reasonable
efforts:


 


(i)            to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming a
part thereof to be usable by Holders until the earliest of (1) such time as
there are no Registrable Securities outstanding; (2) the expiration of the
period referred to in Rule 144(k) of the Securities Act with respect to all
Registrable Securities held by Persons that are not Affiliates of the Company;
and (3) two years from the Closing Date (such period being referred to herein
as the “Effectiveness Period”); and


 


(ii)           if at any time the Securities,
pursuant to Article XII of the Indenture, are convertible into securities
other than Common Stock, to cause, or to cause any successor under the
Indenture to cause, such securities to be included in the Shelf Registration
Statement no later than the date on which the Securities may then be
convertible into such securities.


 


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(c)           The Company may suspend the use of
the Prospectus for a period not to exceed 45 days in any 90-day period or an
aggregate of 90 days in any 365-day period if the Board of Directors of the
Company, or the Chief Executive Officer or the Chief Financial Officer of the
Company, shall have determined in good faith that because of valid business
reasons (not including avoidance of the Company’s obligations hereunder),
including, without limitations, the acquisition or divestiture of assets,
pending corporate developments, public filings with the Commission and similar
events, it is in the interest of the Company to suspend such use, and prior to
suspending such use the Company provides the Electing Holders with written
notice of such suspension, which notice need not specify the nature of the
event giving rise to such suspension.


 


3.             Registration Procedures.  In connection with the Shelf Registration
Statement, the following provisions shall apply:


 


(a)           (i)            Not
less than 30 calendar days prior to the Effective Time of the Shelf
Registration Statement, the Company shall mail the Notice and Questionnaire to
the Holders of Registrable Securities. 
No Holder shall be entitled to be named as a selling securityholder in
the Shelf Registration Statement as of the Effective Time, and no Holder shall
be entitled to use the Prospectus forming a part thereof for offers and resales
of Registrable Securities at any time, unless such Holder has returned a completed
and signed Notice and Questionnaire to the Company by the deadline for response
set forth therein; provided, however, Holders of Registrable
Securities shall have at least 28 calendar days from the date on which the
Notice and Questionnaire is first mailed to such Holders to return a completed
and signed Notice and Questionnaire to the Company.  Notwithstanding the foregoing, upon the request of any Holder of
Registrable Securities that did not return a Notice and Questionnaire on a
timely basis or did not receive a Notice and Questionnaire because it was a
subsequent transferee of Registrable Securities after the Company mailed the
Notice and Questionnaire, (x) the Company shall distribute a Notice and
Questionnaire to such Holders at the address set forth in the request and (y)
upon receipt of a properly completed Notice and Questionnaire from such Holder,
the Company shall use its reasonable efforts to name such Holder as a selling
securityholder in the Shelf Registration Statement by means of a pre-effective
amendment or, if permitted by the Commission, by means of a Prospectus
supplement to the Shelf Registration Statement; provided, however,
that the Company shall have no obligation to pay Liquidated Damages to such
Holder for its failure to file a pre-effective amendment or Prospectus
supplement and; provided, further, that the Company will have no
obligation to add a Holder to the Shelf Registration Statement if a
post-effective amendment would be necessary to name such Holder as a selling
securityholder.


 


(ii)           The term “Electing Holder” shall mean
any Holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(a)(i)
hereof.


 


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(b)           The Company shall furnish to each
Electing Holder, prior to the Effective Time, a copy of the Shelf Registration
Statement as initially filed with the Commission and, if such Electing Holder
so requests in writing, copies of each amendment thereto.  Prior to the Effective Time, the Company
shall use its reasonable efforts to take into account and reflect in an
amendment to the Shelf Registration Statement any comments on the Shelf
Registration Statement as initially filed as the Electing Holders and as their
counsel reasonably may propose.


 


(c)           The
Company shall as promptly as reasonably practicable take such action as may be
necessary so that (i) each of the Shelf Registration Statement and any
amendment thereto and the Prospectus forming a part thereof and any amendment
or supplement thereto (and each report or other document incorporated therein
by reference in each case) complies as to form in all material respects with
the Securities Act and the Exchange Act and the applicable Rules and
Regulations thereunder, (ii) each of the Shelf Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) each of the Prospectus forming a part of the Shelf Registration
Statement, and any amendment or supplement to such Prospectus, does not at any
time during the Effectiveness Period include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.


 


(d)           The Company shall as promptly as
reasonably practicable advise each Electing Holder, and shall confirm such
advice in writing if so requested by any such Electing Holder:


 


(i)            when a Shelf Registration Statement
and any amendment thereto has been filed with the Commission and when a Shelf
Registration Statement or any post-effective amendment thereto has become
effective, in each case making a public announcement thereof by release made to
Reuters Economic Services and Bloomberg Business News;


 


(ii)           of any request by the Commission for
amendments or supplements to the Shelf Registration Statement or the Prospectus
included therein or for additional information;


 


(iii)          of the issuance by the Commission of
any stop order suspending the effectiveness of the Shelf Registration Statement
or the initiation of any proceedings for such purpose;


 





(iv)          of the receipt by the Company of any
notification with respect to the suspension of the qualification of the
securities included in the Shelf Registration Statement for sale in any
jurisdiction or the initiation of any proceeding for such purpose; and


 





(v)           of the happening of any event or the
existence of any state of facts (but not


 


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as to the
substance of any such event or such state of facts) that requires the making of
any changes in the Shelf Registration Statement or the Prospectus included
therein so that, as of such date, such Shelf Registration Statement and
Prospectus do not contain an untrue statement of a material fact and do not
omit to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading (which advice shall be
accompanied by an instruction to such Electing Holders to suspend the use of
the Prospectus until the requisite changes have been made).


 


(e)           The Company shall use its reasonable
efforts to prevent the issuance, and if issued to obtain the withdrawal at the
earliest possible time, of any order suspending the effectiveness of the Shelf
Registration Statement.


 


(f)            The Company shall furnish to each
Electing Holder, without charge, at least one copy of the Shelf Registration
Statement, all post-effective amendments thereto, including financial
statements and schedules, and any Prospectus supplement in which such Electing
Holder is named as a selling securityholder, and, if such Electing Holder so
requests in writing, all reports, other documents and exhibits that are filed
with or incorporated by reference in the Shelf Registration Statement.


 


(g)           The Company shall, during the
Effectiveness Period, deliver to each Electing Holder, without charge, as many
copies of the Prospectus (including each preliminary Prospectus) included in
the Shelf Registration Statement and any amendment or supplement thereto as
such Electing Holder may reasonably request; and the Company consents (except
during the periods specified in Section 2(c) above or during the continuance of
any event described in Section 3(d)(v) above) to the use of the Prospectus and
any amendment or supplement thereto by each of the Electing Holders in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus and any amendment or supplement thereto during the Effectiveness
Period.


 


(h)           Prior to any offering of Registrable
Securities pursuant to the Shelf Registration Statement, the Company shall (i)
register or qualify or cooperate with the Electing Holders and their respective
counsel in connection with the registration or qualification of such
Registrable Securities for offer and sale under the securities or “blue sky”
laws of such jurisdictions within the United States as any Electing Holder may
reasonably request, (ii) keep such registrations or qualifications in effect
and comply with such laws so as to permit the continuance of offers and sales
in such jurisdictions for so long as may be necessary to enable any Electing
Holder or underwriter, if any, to complete its distribution of Registrable
Securities pursuant to the Shelf Registration Statement, and (iii) take any and
all other actions necessary or advisable to enable the  disposition in such jurisdictions of such
Registrable Securities; provided, however, that in no event
shall the Company be obligated to (A) qualify as a foreign corporation or as a
dealer in securities in any jurisdiction where it would not otherwise be
required to so qualify but for this


 


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Section 3(h) or (B) file
any general consent to service of process in any jurisdiction where it is not
as of the date hereof so subject.


 


(i)            Unless any Registrable Securities
shall be in book-entry only form, the Company shall cooperate with the Electing
Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold pursuant to the Shelf
Registration Statement, which certificates, if so required by any securities
exchange upon which any Registrable Securities are listed, shall be penned, lithographed
or engraved, or produced by any combination of such methods, on steel engraved
borders, and which certificates shall be free of any restrictive legends and in
such permitted denominations and registered in such names as Electing Holders
may request in connection with the sale of Registrable Securities pursuant to
the Shelf Registration Statement.


 


(j)            Upon the occurrence of any fact or
event contemplated by paragraph 3(d)(v) above, the Company shall as promptly as
reasonably practicable prepare a post-effective amendment to any Shelf
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however,
that the Company shall not be required to file such amendment, supplement or
document if the Board of Directors of the Company (or the Chief Executive
Officer or the Chief Financial Officer of the Company) has made a determination
pursuant to Section 2(c), for so long as the suspension pursuant to
Section 2(c) is continuing.  If the
Company notifies the Electing Holders of the occurrence of any fact or event
contemplated by paragraph 3(d)(v) above, the Electing Holder shall suspend the use
of the Prospectus until the requisite changes to the Prospectus have been made.


 


(k)           Not later than the Effective Time of
the Shelf Registration Statement, the Company shall provide a CUSIP number for
the Registrable Securities that are debt securities.


 


(l)            The Company shall use its reasonable
efforts to comply with all applicable Rules and Regulations, and to make
generally available to its securityholders as soon as reasonably practicable,
but in any event not later than eighteen months after (i) the effective date
(as defined in Rule 158(c) under the Securities Act) of the Shelf Registration
Statement, (ii) the effective date of each post-effective amendment to the
Shelf Registration Statement, and (iii) the date of each filing by the Company
with the Commission of an Annual Report on Form 10-K that is incorporated by
reference in the Shelf Registration Statement, an earnings statement of the
Company and its subsidiaries complying with Section 11(a) of the
Securities Act and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158).


 


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(m)          Not later than the Effective Time of
the Shelf Registration Statement, the Company shall cause the Indenture to be
qualified under the Trust Indenture Act as soon as reasonably practicable; in
connection with such qualification, the Company shall cooperate with the
Trustee under the Indenture and the Holders (each as defined in the Indenture)
to effect such changes to the Indenture as may be required for such Indenture
to be so qualified in accordance with the terms of the Trust Indenture Act; and
the Company shall execute, and shall use all reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner.  In the event that any such amendment or
modification referred to in this Section 3(m) involves the appointment of
a new trustee under the Indenture, the Company shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.


 


(n)           The Company will use its reasonable
efforts to cause the Common Stock issuable upon conversion of the Securities to
be listed on the New York Stock Exchange or other stock exchange or trading
system on which the Common Stock primarily trades on or prior to the Effective
Time of the Shelf Registration Statement hereunder.


 


4.             Registration Expenses.  Except as otherwise provided in Section 3,
the Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 2 and 3 hereof and shall bear or
reimburse the Electing Holders for the reasonable fees and disbursements of a
single counsel selected by a plurality of all Electing Holders who own an
aggregate of not less than 25% of the Registrable Securities covered by the
Shelf Registration Statement to act as counsel therefore in connection
therewith.  Each Electing Holder shall
pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Electing Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.


 


5.             Indemnification and Contribution.


 


(a)           Indemnification by the Company. Upon the
registration of the Registrable Securities pursuant to Section 2 hereof, the
Company shall  indemnify and hold harmless each Electing Holder and each
underwriter, selling agent or other securities professional, if any, which facilitates
the disposition of Registrable Securities, and each of their respective
officers and directors and each person who controls such Electing Holder,
underwriter, selling agent or other securities professional within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (each
such person being sometimes referred to as an “Indemnified Person”) against any
losses, claims, damages or liabilities, joint or several, to which such
Indemnified Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Shelf Registration Statement
under which such Registrable Securities are to be registered under the
Securities Act, or any Prospectus


 


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contained therein or
furnished by the Company to any Indemnified Person, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and the Company hereby agrees to
reimburse such Indemnified Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that the Company
shall not be liable to any such Indemnified Person in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such Shelf Registration Statement or Prospectus, or amendment
or supplement, in reliance upon and in conformity with written information
furnished to the Company by such Indemnified Person expressly for use therein.


 


(b)           Indemnification by the Electing Holders and any
Agents and Underwriters. 
Each Electing Holder agrees, as a consequence of the inclusion of any of
such Electing Holder’s Registrable Securities in such Shelf Registration
Statement, and each underwriter, selling agent or other securities
professional, if any, which facilitates the disposition of Registrable
Securities shall agree, as a consequence of facilitating such disposition of
Registrable Securities, severally and not jointly, to (i) indemnify and hold
harmless the Company, its directors, officers who sign any Shelf Registration Statement
and each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act, against any
losses, claims, damages or liabilities to which the Company or such other
persons may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such Shelf Registration Statement or
Prospectus, or any amendment or supplement, or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company by such Electing Holder, underwriter, selling agent or other securities
professional expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred.


 


(c)           Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party under this Section 5, notify such
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under the indemnification
provisions of or contemplated by subsection (a) or (b) above.  In case any such action shall be brought
against any indemnified


 


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party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party
shall be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party under this
Section 5 for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to, or an admission of,
fault, culpability or a failure to act, by or on behalf of any indemnified
party.


 


(d)           Contribution.  If the indemnification provided for in this Section 5 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. 
The relative fault of such indemnifying party and indemnified party
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by such indemnifying
party or by such indemnified party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.  The parties
hereto agree that it would not be just and equitable if contribution pursuant
to this Section 5(d) were determined by pro rata allocation (even if the
Electing Holders or any underwriters, selling agents or other securities
professionals or all of them were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable
considerations referred to in this Section 5(d).  The amount paid or payable by an indemnified party as a result of
the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person


 


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who was not guilty of
such fraudulent misrepresentation.  The
obligations of the Electing Holders and any underwriters, selling agents or
other securities professionals in this Section 5(d) to contribute shall be
several in proportion to the percentage of principal amount of Registrable
Securities registered or underwritten, as the case may be, by them and not
joint.


 


(e)           Notwithstanding any other provision
of this Section 5, in no event will any Electing Holder be required to
undertake liability to any person under this Section 5 for any amounts in
excess of the dollar amount of the proceeds to be received by such Holder from
the sale of such Holder’s Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) pursuant to any Shelf Registration
Statement under which such Registrable Securities are to be registered under
the Securities Act.


 


(f)            The obligations of the Company under
this Section 5 shall be in addition to any liability which the Company may
otherwise have to any Indemnified Person and the obligations of any Indemnified
Person under this Section 5 shall be in addition to any liability which
such Indemnified Person may otherwise have to the Company.  The remedies provided in this Section 5
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to an indemnified party at law or in equity.


 


6.             Liquidated
Damages.


 


(a)           Pursuant
to Section 2(a) hereof, the Company may, upon written notice to all Holders,
postpone having the Shelf Registration Statement declared effective for a
reasonable period not to exceed 90 days if the Company possesses material
non-public information, the disclosure of which would, in the reasonable
judgment of the Company, have a material adverse effect on the Company and its
subsidiaries taken as a whole. 
Notwithstanding any such postponement, if (i) on or prior to the 90th
day following the Closing Date, a Shelf Registration Statement has not been
filed with the Commission or (ii) on or prior to the 180th day following the
Closing Date, such Shelf Registration Statement is not declared effective by
the Commission (each, a “Registration Default”), the Company shall be required
to pay liquidated damages (“Liquidated Damages”), from and including the day
following such Registration Default until such Shelf Registration Statement is
either so filed or so filed and subsequently declared effective, as applicable,
at a rate per annum equal to an additional one-quarter of one percent (0.25%)
of the principal amount of Registrable Securities, to and including the 90th
day following such Registration Default and one-half of one percent (0.50%)
thereof from and after the 91st day following such Registration Default.


 


(b)           In the event that the Shelf
Registration Statement ceases to be effective (or the Electing Holders of
Registrable Securities are otherwise prevented or restricted by the Company
from effecting sales pursuant thereto) (an “Effective Failure”) for more than
45 days, whether or not consecutive, in any 90-day period, or for more than 90
days, whether or not consecutive, during any 365-day period, then the Company
shall pay Liquidated Damages to the Electing


 


12

















 


Holders at a rate per
annum equal to an additional one-half of one percent (0.50%) of the principal
amount of Registrable Securities from the 46th day of the applicable 90-day
period or the 91st day of the applicable 365-day period, as the case may be,
that such Shelf Registration Statement ceases to be effective (or the Electing
Holders of Registrable Securities are otherwise prevented or restricted by the
Company from effecting sales pursuant thereto) until the earlier of
(i) the time the Shelf Registration Statement again becomes effective or
the Electing Holders of Registrable Securities are again able to make sales
under the Shelf Registration Statement or (2) the time the Effectiveness
Period expires. For the purpose of determining an Effective Failure, days on
which the Company has been obligated to pay Liquidated Damages on the
Registrable Securities owned by such Electing Holders in accordance with the
foregoing in respect of a prior Effective Failure within the applicable 90-day
or 365-day period, as the case may be, shall not be included.


 


(c)           Any
amounts to be paid as Liquidated Damages pursuant to paragraphs (a) or (b) of
this Section 6 shall be paid semi-annually in arrears, with the first
semi-annual payment due on the first Interest Payment Date (as defined in the
Indenture), as applicable, following the date of such Registration
Default.  Such Liquidated Damages will
accrue (1) in respect of the Securities that are Registrable Securities at the
rates set forth in paragraphs (a) or (b) of this Section 6, as applicable, on
the principal amount of such Securities and (2) in respect of shares of Common
Stock (issued upon conversion of the Securities) that are Registrable
Securities, at the rates set forth in paragraphs (a) or (b) of this Section 6,
as applicable, applied to the Conversion Price (as defined in the Indenture) at
that time.


 


(d)           Notwithstanding
anything to the contrary in this Agreement, the Liquidated Damages as set forth
in this Section 6 shall be the exclusive remedy at law or in equity or
otherwise available to the Holders of Registrable Securities for such
Registration Default or Effective Failure. In no event shall the Company be
required to pay Liquidated Damages in excess of the applicable maximum amount
of one-half of one percent (0.50%) set forth above, regardless of whether one
or multiple Registration Defaults exist, and Holders shall be precluded from
pursuing or obtaining specific performance or other equitable relief with
respect to this Agreement.  No
Liquidated Damages shall accrue as to any Registrable Security from and after
the earlier of (i) the date on which such security is no longer a Registrable
Security and (ii) the time the Effectiveness Period expires.


 


7.                                       Miscellaneous.


 


(a)           Other Registration Rights.  The Company may grant registration rights
that would permit any person that is a third party the right to piggy-back
on any Shelf Registration Statement.


 


(b)           Specific Performance.  Except as provided in Section 6(d), the
parties hereto acknowledge that there would be no adequate remedy at law if the
Company fails to perform any


 


13

















 


of its obligations
hereunder and that the Purchasers and the Holders from time to time may be
irreparably harmed by any such failure, and accordingly agree that the
Purchasers and such Holders, in addition to any other remedy to which they may
be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of the Company under this Registration Rights
Agreement in accordance with the terms and conditions of this Registration
Rights Agreement, in any court of the United States or any State thereof having
jurisdiction.


 


(c)           Amendments and Waivers.  This Agreement, including this Section 7(c),
may be amended, and waivers or consents to departures from the provisions hereof
may be given, only by a written instrument duly executed by the Company and the
Holders of a majority in aggregate principal amount of Registrable Securities
then outstanding.  Each Holder of
Registrable Securities outstanding at the time of any such amendment, waiver or
consent or thereafter shall be bound by any amendment, waiver or consent
effected pursuant to this Section 7(c), whether or not any notice, writing or
marking indicating such amendment, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.


 


(d)           Notices. 
All notices and other communications provided for or permitted hereunder
shall be given as provided in the Indenture.


 


(e)           Parties in Interest.  The parties to this Agreement intend that
all Holders of Registrable Securities shall be entitled to receive the benefits
of this Agreement and that any Electing Holder shall be bound by the terms and
provisions of this Agreement by reason of such election with respect to the
Registrable Securities which are included in a Shelf Registration
Statement.  All the terms and provisions
of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and assigns of the parties
hereto and any Holder from time to time of the Registrable Securities to the
aforesaid extent.  In the event that any
transferee of any Holder of Registrable Securities shall acquire Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be entitled to receive the benefits of and, if an Electing Holder, be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement to the aforesaid extent.


 


(f)            Counterparts.  This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.


 


(g)           Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


 


(h)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


14

















 


(i)            Severability.  In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.


 


(j)            Survival.  The respective indemnities, agreements,
representations, warranties and other provisions set forth in this Agreement or
made pursuant hereto shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Electing Holder, any director, officer or partner of such Holder, any
agent or underwriter, any director, officer or partner of such agent or
underwriter, or any controlling person of any of the foregoing, and shall
survive the transfer and registration of the Registrable Securities of such
Holder.


 


[Remainder of page
intentionally left blank].


 


15

















 


Please confirm
that the foregoing correctly sets forth the agreement between the Company and
you.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MICRON TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W. G. Stover, Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


The foregoing Agreement is


hereby confirmed and accepted


as of the date hereof:


 


GOLDMAN, SACHS & CO.


LEHMAN BROTHERS INC.


BANC OF AMERICA SECURITIES LLC


SALOMON SMITH BARNEY INC.


 


 


	
  By:

  	
  /s/ Goldman, Sachs & Co.

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs &
  Co.)

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:  LEHMAN
  BROTHERS INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark V. Keene

  	
   

  	
   

  
	
   

  	
  Name:  Mark
  V. Keene

  	
   

  	
   

  
	
   

  	
  Title:   Vice
  President

  	
   

  	
   

  



 


For themselves and the
other several Purchasers


named in this Agreement.


 


 


[Signature page to
Registration Rights Agreement]


 

















 


Appendix A


 


 


Micron Technology,
Inc.


 


INSTRUCTION TO DTC
PARTICIPANTS


 


            ,
2003


 


URGENT - IMMEDIATE ATTENTION
REQUESTED


 


DEADLINE FOR RESPONSE:
              


 


The Depository Trust Company (“DTC”) has identified
you as a DTC Participant through which beneficial interests in the Micron
Technology, Inc. (the “Company”) 2.50% Convertible Subordinated Notes due
February 1, 2010 (the “Securities”) are held.


 


The Company is in the process of registering the
Securities under the Securities Act of 1933 for resale by the beneficial owners
thereof.  In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.


 


It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by
             .  Please forward a copy of the enclosed
documents to each beneficial owner that holds interests in the Securities
through you.  If you require more copies
of the enclosed materials or have any questions pertaining to this matter,
please contact Senior Assistant General Counsel, Micron Technology, Inc., 8000
South Federal Way Boise, ID 83707,
(208)                         or
(208)                  .


 

















 


Micron Technology,
Inc.


 


 


Notice of
Registration Statement


and


Selling
Securityholder Questionnaire


 


            ,
2003


 


Micron Technology, Inc. (the “Company”) has filed with the
United States Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-3 (the “Shelf Registration Statement”)
for the registration and resale under Rule 415 of the United States
Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 2.50%
Convertible Subordinated Notes due February 1, 2010 (the “Securities”) and the shares
of common stock, par value $0.10 per share (the “Common Stock”), issuable
upon conversion thereof, in accordance with the Registration Rights Agreement,
dated as of the date of the original issuance of the Securities (the “Registration
Rights Agreement”), between the Company and the purchasers named
therein.  A copy of the Registration
Rights Agreement is attached hereto. 
All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Registration Rights Agreement.


 


In order to have Registrable Securities included in
the Shelf Registration Statement (or a supplement or amendment thereto), this
Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and
Questionnaire”) must be completed, executed and delivered to the
Company at the address set forth herein for receipt ON OR BEFORE [insert date
that is 28 days from the date of the Notice and Questionnaire].  Beneficial owners of Registrable Securities
who do not complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.


 


Notwithstanding the foregoing, upon the request of any
Holder of Registrable Securities that did not return a Notice and Questionnaire
on a timely basis or did not receive a Notice and Questionnaire because it was
a subsequent transferee of Registrable Securities after the Company mailed the
Notice and Questionnaire, (x) the Company shall distribute a Notice and
Questionnaire to such Holders at the address set forth in the request and (y)
upon receipt of a properly completed Notice and Questionnaire from such Holder,
the Company shall use its reasonable efforts to name such Holder as a selling
securityholder in the Shelf Registration Statement by means of a pre-effective
amendment or, if permitted by the Commission, by means of a Prospectus
supplement to the Shelf Registration Statement; provided, however,
that the Company shall have no obligation to pay Liquidated Damages to such
Holder for its failure to file a pre-effective amendment or Prospectus
supplement and; provided, further, that the 


 

















 


Company will have no obligation to add a Holder to the Shelf
Registration Statement if a post-effective amendment would be necessary to name
such Holder as a selling securityholder.


 


Certain legal consequences arise from being named as a
selling securityholder in the Shelf Registration Statement and related
Prospectus.  Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


 


2

















 


ELECTION


 


The undersigned holder (the “Selling Securityholder”)
of Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below
in Item (3).  The undersigned, by
signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Registration Rights Agreement as if the undersigned
Selling Securityholder were an original party thereto.


 


Upon any sale of Registrable Securities pursuant to
the Shelf Registration Statement, the Selling Securityholder will be required
to deliver to the Company and the Trustee the Notice of Transfer (completed and
signed) set forth in Exhibit 1 to this Notice and Questionnaire.


 


The Selling Securityholder hereby provides the
following information to the Company and represents and warrants that such
information is accurate and complete:


 


3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full Legal Name of Registered Holder (if not the
  same as in (a) above) of Registrable Securities Listed in Item (3) Below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full Legal Name of DTC Participant (if applicable
  and if not the same as (b) above) Through Which Registrable Securities Listed
  in Item (3) Below are Held:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Address for Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
   

  	
   

  
	
   

  	
   

  	
  Contact Person:

  	
   

  	
   

  
	
   

  	
   

  	
  Email:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except
  as set forth below in this Item (3), the undersigned Selling
  Securityholder does not beneficially own any Securities or shares of Common
  Stock issued upon conversion, repurchase or redemption of any Securities.

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Principal amount of Registrable Securities (as
  defined in the Registration Rights Agreement) beneficially owned:

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable Securities:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of shares of Common Stock (if any) issued
  upon conversion, repurchase or redemption of Registrable Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Principal amount of Securities other than
  Registrable Securities beneficially owned:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such other Securities:

  	
   

  
	
   

  	
   

  	
  Number of shares of Common Stock (if any) issued
  upon conversion of such other Securities:

  	
   

  
										



 


4

















 


	
   

  	
  (c)

  	
  Principal amount of Registrable Securities which the
  undersigned wishes to be included in the Shelf Registration Statement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP No(s). of such Registrable Securities to be
  included in the Shelf Registration Statement:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Number of shares of Common Stock (if any) issued
  upon conversion of Registrable Securities which are to be included in the
  Shelf Registration Statement:

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Beneficial Ownership of Other Securities of the
  Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except
  as set forth below in this Item (4), the undersigned Selling
  Securityholder is not the beneficial or registered owner of any shares of
  Common Stock or any other securities of the Company, other than the
  Securities and shares of Common Stock listed above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (5)

  	
   

  	
  Relationships with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except
  as set forth below, neither the Selling Securityholder nor any of its
  affiliates, officers, directors or principal equity holders (5% or more) has
  held any position or office or has had any other material relationship with
  the Company (or its predecessors or affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Plan of Distribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except
  as set forth below, the undersigned Selling Securityholder intends to
  distribute the Registrable Securities listed above in Item (3) only as
  follows (if at all):  Such Registrable
  Securities may be sold from time to time directly by the undersigned Selling
  Securityholder or, alternatively, through underwriters, broker-dealers or
  agents.  Such Registrable Securities
  may be sold in one or more transactions at fixed prices, at prevailing market
  prices at the time of sale, at varying prices determined at the time of sale,
  or at negotiated prices.  Such sales
  may be effected in transactions (which may involve crosses or block transactions)
  (i) on any national securities exchange or quotation service on which the
  Registrable Securities may be listed or quoted at the time of sale, (ii) in
  the over-the-counter market, (iii) in transactions otherwise than on such
  exchanges or services or in the over-the-counter market, or (iv) through the
  writing of options.  In connection
  with sales of the Registrable Securities or otherwise, the Selling
  Securityholder may enter into hedging transactions with broker-dealers, which
  may in turn engage in short sales of the Registrable Securities in the course
  of

  
					



 


5

















 


	
   

  	
   

  	
  hedging
  the positions they assume.  The
  Selling Securityholder may also sell Registrable Securities short and deliver
  Registrable Securities to close out such short positions, or loan or pledge
  Registrable Securities to broker-dealers that in turn may sell such
  securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State any exceptions here:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Note:  In no
event may such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities without the prior agreement of the
Company.


 


By signing below, the Selling Securityholder
acknowledges that it understands its obligation to comply, and agrees that it
will comply, with the prospectus delivery and other provisions of the
Securities Act and the Exchange Act and the rules and regulations thereunder,
particularly Regulation M.


 


In the event that the Selling Securityholder transfers
all or any portion of the Registrable Securities listed in Item (3) above
after the date on which such information is provided to the Company, the
Selling Securityholder agrees to notify the transferee(s) at the time of the
transfer of its rights and obligations under this Notice and Questionnaire and
the Registration Rights Agreement.


 


By signing below, the Selling Securityholder consents
to the disclosure of the information contained herein in its answers to
Items (1) through (6) above and the inclusion of such information in the
Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will
be relied upon by the Company in connection with the preparation of the Shelf
Registration Statement and related Prospectus.


 


In accordance with the Selling Securityholder’s
obligation under the Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement,
the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect.  All
notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing, by hand-delivery, first-class mail, or air courier guaranteeing
overnight delivery as follows:


 


To the Company:


Micron Technology, Inc. 


8000 South Federal Way


Boise, ID 83716


Attention: 
Senior Assistant General Counsel


 


6

















 


Once this Notice and Questionnaire is executed by the
Selling Securityholder and received by the Company, the terms of this Notice
and Questionnaire, and the representations and warranties contained herein,
shall be binding on, shall inure to the benefit of and shall be enforceable by
the respective successors, heirs, personal representatives, and assigns of the
Company and the Selling Securityholder (with respect to the Registrable
Securities beneficially owned by such Selling Securityholder and listed in Item
(3) above).  This Agreement shall be
governed in all respects by the laws of the State of New York.


 


[Remainder of page
intentionally left blank]


 


7

















 


IN WITNESS WHEREOF, the undersigned, by authority duly
given, has caused this Notice and Questionnaire to be executed and delivered
either in person or by its duly authorized agent.


 


Dated:                        


 


	
   

  	
   

  
	
   

  	
  Selling Securityholder

  	
   

  
	
   

  	
  (Print/type full legal name of beneficial owner of
  Registrable Securities)

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
							



 


PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR
RECEIPT ON OR BEFORE
                      ,
         TO THE COMPANY AT:


 


Micron Technology, Inc. 


8000 South Federal Way


Boise,
ID 83716


Attention: 
Senior Assistant General Counsel


 


8

















 


Exhibit 1


to Appendix A


 


NOTICE OF TRANSFER
PURSUANT TO REGISTRATION STATEMENT


 


Micron Technology, Inc. 


8000 South Federal Way


Boise, ID 83716


Attention:  Senior Assistant
General Counsel


 


Wells Fargo Bank Minnesota, National Association


MAC N9303-121


Sixth & Marquette Avenue


Minneapolis, MN  55479


 


Attention:  Corporate Trust
Services


 


Re:                               Micron
Technology, Inc. (the “Company”) 2.50% Convertible Subordinated Notes due
February 1, 2010 (the  “Notes”)


 


Dear Sirs:


 


Please be advised that
                                   
has transferred $               
aggregate principal amount of the above-referenced Notes or shares of the
Company’s common stock, issued upon conversion, repurchase or redemption of
Notes, pursuant to an effective Registration Statement on Form S-3 (File No.
333-          ) filed by the
Company.


We hereby certify that the prospectus delivery requirements, if any, of
the Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or common stock is named as a selling securityholder in the Prospectus dated
          , or in amendments
or supplements thereto, and that the aggregate principal amount of the Notes or
number of shares of common stock transferred are [a portion of] the Notes or
shares of common stock listed in such Prospectus as amended or supplemented
opposite such owner’s name.


Dated:


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized Signature)

  	
   

  



 


9