ex4_1.htm


    
      

    

    
      Exhibit
4.1

      


      Execution
Version

      


      


      


      FORD
MOTOR COMPANY

      


      And

      


      THE BANK
OF NEW YORK MELLON

      


      
        as
Trustee

         

        
          
            

          



        THIRD
SUPPLEMENTAL INDENTURE

         

        Dated as
of November 9, 2009

         

        
          
            

          



        Creating
a Series of Securities Designated

      

      4.25%
Senior Convertible Notes due November 15, 2016


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIRD
SUPPLEMENTAL INDENTURE, dated as of November 9, 2009, between FORD MOTOR
COMPANY, a corporation duly organized and existing under the laws of the State
of Delaware (hereinafter sometimes called the “Company”), and THE BANK OF NEW
YORK MELLON (as successor trustee to JPMorgan Chase Bank), a corporation duly
organized and existing under the laws of the State of New York, as trustee
(hereinafter sometimes called the “Trustee”).

       

      RECITALS
OF THE COMPANY

       

      WHEREAS, the Company and the
Trustee have duly executed and delivered an Indenture, dated as of
January 30, 2002 (such indenture is hereinafter called the “Indenture”), providing for the
issuance from time to time of unsecured and senior or subordinated debentures,
notes or other evidences of indebtedness, which may be convertible into or
exchangeable for any securities of any person (including the Company), to be
issued in one or more series by the Company (the “Securities”);

       

      WHEREAS, pursuant to the terms
of the Indenture, the Company desires to provide for the establishment of a new
series of Securities known as its 4.25% Senior Convertible Notes due November
15, 2016 (the “Notes”)
to be issued under the Indenture initially in an aggregate principal amount of
up to $2,875,000,000, which may be authenticated and delivered as provided in
the Indenture;

       

      WHEREAS, the Company desires
to supplement the provisions of the Indenture to provide for the issuance of the
Notes under the terms of the Indenture as supplemented hereby;

       

      WHEREAS, Section 9.01 of
the Indenture expressly permits the Company and the Trustee to enter into one or
more indentures supplemental thereto for the purpose of establishing the form or
terms of Notes to be issued under the Indenture without the consent of the
Holders of any Outstanding Securities;

       

      WHEREAS, for the purposes
hereinabove recited, and pursuant to due corporate action, the Company has duly
determined to execute and deliver to the Trustee the Third Supplemental
Indenture; and

       

      WHEREAS, all conditions and
requirements necessary to make the Third Supplemental Indenture a valid, legal
and binding instrument in accordance with its terms have been done and
performed, and the execution and delivery hereof have been in all respects duly
authorized.

       

      NOW, THEREFORE, in
consideration of the premises, the Company and the Trustee mutually covenant and
agree as follows:

       

      ARTICLE
ONE

      


      DEFINITIONS


       

      Section
1.01  All terms contained in the Third Supplemental Indenture shall,
except as specifically provided herein or except as the context may otherwise
require, have the meanings given to such terms in the Indenture.  In
the event of any inconsistency between the Indenture and the Third Supplemental
Indenture, the Third Supplemental Indenture shall govern.  The words
“herein,” “hereof,” “hereunder,” and words of similar import shall refer to the
Third Supplemental Indenture.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
1.02  Solely with respect to the Notes, the following definitions
shall be added to Section 1.01 of the Indenture and replace any existing
definitions (as applicable) in the Indenture, each in appropriate alphabetical
order.  Unless the context otherwise requires, the following terms
shall have the following meanings:

       

      “Additional Shares” has the
meaning set forth in Section 5.08(a) of the
Third Supplemental Indenture.

       

      “Applicable Price” means, for
any Designated Event, (1) with respect to any Designated Event described in
clause (iii) of the definition of Designated Event, if the consideration paid to
holders of Common Stock in connection with such transaction consists exclusively
of Cash, the amount of such Cash per share of Common Stock, and (2) in all
other cases, the average of the Closing Sale Prices per share of Common Stock
for the five consecutive Trading Days immediately preceding the Effective Date
of such Designated Event.

       

      “Applicable Settlement Value”
means, with respect to shares of Common Stock, the greater of (1) the
average of the Closing Sale Prices per share of Common Stock for the five
consecutive Trading Days immediately preceding the Repurchase Date multiplied by 99% or
(2) $4.96 per share of Common Stock. Such dollar amount shall be subject to
adjustment on any date on which the Conversion Rate of the Notes is
adjusted.  The adjusted amount shall equal the amount immediately
prior to such adjustment multiplied by a fraction the
numerator of which is the Conversion Rate in effect immediately prior to such
adjustment and the denominator of which is the Conversion Rate immediately
following such adjustment.  In the case of a Designated Event in which
the shares of Common Stock have been, as of the Effective Date, converted into
or exchanged for the right to receive other securities or property, the
“Applicable Settlement Value” per security or unit of property shall be
calculated as follows:

       

      (i)           for
securities that are traded on a U.S.  national securities exchange or
other similar market, the average of the Closing Sale Prices per security of
such securities for the five consecutive Trading Days immediately preceding the
Repurchase Date, or

       

      (ii)           for
other consideration that Holders shall have the right to receive, the value per
security or unit of property determined by the Board of Directors in good
faith.

       

      “Bid Solicitation Agent” means
such Person as may be appointed, from time to time, by the Company to solicit
market bid quotations for the Trading Price of the Notes in accordance with
Section 5.01(b)(ii). The
Trustee shall initially act as the Bid Solicitation Agent.

       

      “Business Day” means any day
(i) other than a Saturday or Sunday or (ii) other than a day on which banking
institutions in New York, New York are authorized or obligated by law or
executive order to close.

       

      “Capital Stock” means any and
all shares, interests, participations or other equivalents (however designated)
of capital stock of the Company and all warrants or options to acquire such
capital stock.

       

      “Cash” or “cash” means such coin or
currency of the United States as at any time of payment is legal tender for the
payment of public and private debts.


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      “Cash Settlement” has the
meaning set forth in Section
5.04(a) of the Third Supplemental Indenture.

       

      “Cash Settlement Averaging
Period” with respect to any Note surrendered for conversion
means:

       

      (i)           subject
to clause (ii) below, if the relevant Conversion Date occurs on or after October
15, 2016, the 20 consecutive Trading-Day period beginning on, and including, the
22nd Business Day immediately preceding November 15, 2016; and

       

      (ii)           if
the relevant Conversion Date occurs on or after the date on which the Company
notifies Holders of its election to terminate the conversion rights of Holders
pursuant to Section 5.02
of the Third Supplemental Indenture, the 20 consecutive Trading-Day period
beginning on, and including, the 22nd Business Day immediately preceding the
effective date of such termination; and

       

      (iii)           in
all other cases, the 20 consecutive Trading-Day period beginning on, and
including, the third Trading Day after the relevant Conversion
Date.

       

      “Certificated Note” means
permanent certificated Note in registered form issued in denominations of $1,000
principal amount and multiples thereof.

       

      “Change in Control” means
either of the following:

      


      (i)           more
than 50% of the voting power of the Company’s Voting Stock being held by a
Person or Persons (other than Permitted Holders) who “act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities” of the Company (within the meaning of
Section 13(d)(3) of the Exchange Act); or

       

      (ii)           Continuing
Directors cease to constitute at least a majority of the Board of
Directors.

       

      Solely
for purposes of clause (ii) of the definition of “Change in Control,” the phrase
“or any committee of such board” in the definition of “Board of Directors” shall
be disregarded.

       

      “Close of Business” means 5:00
p.m.  New York City time.

       

      “Closing Sale Price” means, on
any date, the last reported per share sales price of a share of Common Stock or
any other security (or, if no last sale price is reported, the average of the
bid and ask prices or, if more than one in either case, the average of the
average bid and the average ask prices) on such date as reported on The New York
Stock Exchange, or if the Common Stock or such other security is not listed on
The New York Stock Exchange, as reported by the principal United States national
or regional securities exchange or quotation system on which the Common Stock or
such other security is then listed or quoted; provided, however, that in the absence
of such quotations, the Board of Directors shall make a good faith determination
of the Closing Sale Price.

       

      If during
a period applicable for calculating Closing Sale Price, an issuance,
distribution, subdivision, combination or other transaction or event occurs that
requires an adjustment to the Conversion Rate pursuant to Section 5.09 of the Third
Supplemental Indenture, Closing Sale Price shall be calculated for such period
in a manner determined by the Company to appropriately reflect the impact of
such issuance, distribution, subdivision or combination on the price of the
Common Stock during such period.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Combination Settlement” has
the meaning set forth in Section 5.04(a) of the Third
Supplemental Indenture.

       

      “Common Stock” means the common
stock, par value $0.01 per share, of the Company, or such other capital stock
into which the Company’s common stock is reclassified or changed.  For
the avoidance of doubt, the term “Common Stock” shall not include the Class B
stock, par value $0.01 per share, of the Company.

       

      “Continuing Director” means at
any date, an individual (a) who is a member of the Board of Directors on
the date of the Third Supplemental Indenture, (b) who has been elected as a
member of the Board of Directors with a majority of the total votes of Permitted
Holders that were cast in such election voted in favor of such member or
(c) who has been nominated to be a member of the Board of Directors by a
majority of the other Continuing Directors then in office. Solely for purposes
of this definition, the phrase “or any committee of such board” in the
definition of “Board of Directors” shall be disregarded.

       

      “Conversion Agent” means
initially the Trustee or such other office or agency subsequently designated by
the Company where Notes may be presented for conversion.

       

      “Conversion Date” has the
meaning set forth in Section 5.03(a) of the
Third Supplemental Indenture.

       

      “Conversion Notice” has the
meaning set forth in Section 5.03(a) of
the Third Supplemental Indenture.

       

      “Conversion Obligation” has the
meaning set forth in Section 5.04(a) of the
Third Supplemental Indenture.

       

      “Conversion Price” means at any
time an amount equal to $1,000 principal amount of Notes divided by the then current
Conversion Rate.

       

      “Conversion Rate” has the
meaning set forth in Section 5.01(d) of the
Third Supplemental Indenture.

       

      “Conversion Rights Termination
Date” has the meaning set forth in Section 5.02(a) of the
Third Supplemental Indenture.

       

      “Current Market Price” means,
on any day, the average of the Closing Sale Prices of the Common Stock for each
of the 10 consecutive Trading Days ending on the earlier of the day in question
and the day before the Ex-Date with respect to the issuance or distribution
requiring such computation.

       

      “Daily Conversion Value” means, for
each of the 20 consecutive Trading Days during the applicable Cash Settlement
Averaging Period, 5% of the product of (1) the applicable Conversion Rate on
such Trading Day and (2) the Daily VWAP of the Common Stock on such Trading
Day.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Daily Measurement Value” means
the Specified Dollar Amount (if any), divided by 20.

       

      “Daily Settlement Amount,” for
each of the 20 consecutive Trading Days during the applicable Cash Settlement
Averaging Period, shall consist of:

       

      (i)           cash
equal to the lesser of (i) the Daily Measurement Value and (ii) the
Daily Conversion Value; and

       

      (ii)           to
the extent the Daily Conversion Value exceeds the Daily Measurement Value, a
number of shares of Common Stock equal to (i) the difference between the
Daily Conversion Value and the Daily Measurement Value, divided by (ii) the
Daily VWAP of the Common Stock for such Trading Day.

       

      “Daily VWAP” of the Common
Stock means, for each of the 20 consecutive Trading Days during the applicable
Cash Settlement Averaging Period, the per share volume-weighted average price as
displayed under the heading “Bloomberg VWAP” on Bloomberg page “F.N
<equity> AQR” (or its equivalent successor if such page is not available)
in respect of the period from the scheduled opening of trading until the
scheduled close of trading of the primary trading session on such Trading Day
(or if such volume-weighted average price is unavailable, the market value of
one share of the Common Stock (or one unit of Reference Property consisting of
marketable equity securities) on such Trading Day using a volume-weighted
average price method (or, in the case of Reference Property consisting of cash,
the amount thereof or in the case of Reference Property other than marketable
equity securities or cash, the market value thereof), in each case as determined
by a nationally recognized independent investment banking firm retained for this
purpose by the Company).  The “Daily VWAP” shall be determined without
regard to after-hours trading or any other trading outside of the regular
trading session trading hours.

       

       “Default” means, with respect
to the Notes, any event, act or condition that is, or after notice or the
passage of time or both would be, an Event of Default with respect to the
Notes.

       

      “Designated Event” means any of
the following:

       

      (i)           more
than 50% of the voting power of the Company’s Voting Stock being held by a
Person or Persons (other than Permitted Holders) who “act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities” of the Company (within the meaning of
Section 13(d)(3) of the Exchange Act);

       

      (ii)           more
than 50% of the voting power of the Company’s Voting Stock being held by a
Person or Persons who “act as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of securities” of
the Company (within the meaning of Section 13(d)(3) of the Exchange Act),
where such Person or Persons are Permitted Holders, resulting in the Common
Stock (or other securities or property into which the Notes are then
convertible) no longer being listed or approved for trading on The New York
Stock Exchange or listed,  approved for trading or quoted on any other
U.S. national securities exchange or other similar market; or


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      (iii)           the
Company consolidates or merges with or into another Person (other than a
subsidiary of the Company), or conveys, sells, transfers or leases all or
substantially all of the Company’s assets to another Person (other than a
subsidiary of the Company), or any Person (other than a subsidiary of the
Company) merges into or consolidates with the Company, and the outstanding
Common Stock is reclassified into, converted for or converted into the right to
receive any property or security, provided that no such
transaction shall constitute a Designated Event if Persons that beneficially own
(as determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act
or any successor provisions) Common Stock immediately prior to the transaction
beneficially own, directly or indirectly, common stock representing at least a
majority of the voting power of all the common stock of the surviving Person
after the transaction in substantially the same proportion as their voting power
immediately prior to the transaction.

       

      “Determination Date” has the
meaning set forth in Section
5.09(o) of the Third Supplemental Indenture.

       

      “Effective Date” means the date
on which a transaction that constitutes a Designated Event becomes
effective.

       

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

       

      “Existing Debt Securities”
means the subordinated and senior unsecured notes of the Company issued pursuant
to the Existing Debt Indentures.

       

      “Existing Debt Indentures”
means collectively, (a) the indenture dated as of February 1, 1990 between Ford
Holdings, Inc., the Company and Manufacturer's Hanover Trust Company, as
trustee, (b) the indenture dated as of August 15, 1991 between the Company and
Bankers Trust Company, as trustee, (c) the indenture dated as of
February 15, 1992 between the Company and The Bank of New York Mellon, as
trustee and (d) the Indenture, as amended.

       

      “Expiration Date” has the
meaning set forth in Section
5.09(a)(5) of the Third Supplemental Indenture.

       

      “Expiration Time” has the
meaning set forth in Section
5.09(a)(5) of the Third Supplemental Indenture.

       

      “Ex-Date” means, in connection
with any dividend, issuance or distribution, the first date on which the shares
of Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such issuance or
distribution.

       

      “Financial Institution” has the
meaning set forth in Section
5.11 of the Third Supplemental Indenture.

       

      “Global Note” means any Note
that is a Global Security.

       

      “Interest Payment Date” has the
meaning set forth in Section
2.01(14) of the Third Supplemental Indenture.

       

      “Irrevocable Election” has the
meaning set forth in Section
5.04(d) of the Third Supplemental Indenture.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      “Market Disruption Event”
means, for purposes of determining amounts due upon conversion, (i) a
failure by the primary United States national or regional securities exchange or
market on which the Common Stock is listed or admitted for trading to open for
trading during its regular trading session or (ii) the occurrence or
existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day
for the Common Stock for more than one-half hour period in the aggregate during
regular trading hours of any suspension or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the relevant stock
exchange or otherwise) in the Common Stock or in any options, contracts or
future contracts relating to the Common Stock.

       

      “Measurement Period” has the
meaning set forth in Section
5.01(b)(ii) of the Third Supplemental Indenture.

       

      “Notes” has the meaning set
forth in the second recital of the Third Supplemental Indenture.

       

      “Open of Business” means 9:00
a.m. New York City time.

       

      “Permitted Holders” means
holders of the Company’s Class B stock on the date of the Third Supplemental
Indenture and such other holders of such Class B stock from time to time; provided that any such holder
satisfies the qualification set forth in clauses (i) through (vii) of
subsection 2.2 of Article Fourth of the Company’s restated certificate of
incorporation as in effect on the date of the Third Supplemental
Indenture.

       

      “Physical Settlement” has the
meaning set forth in Section
5.04(a) of the Third Supplemental Indenture.

       

      “Prospectus Supplement” means
the preliminary prospectus supplement, as supplemented by the related pricing
term sheet for the offering of the Notes, dated November 2, 2009.

       

      “Purchased Shares” has the
meaning set forth in Section
5.09(a)(5) of the Third Supplemental Indenture.

       

      “Record Date” means, for
purposes of Section 5.09 of the Third Supplemental Indenture, 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 holders of Common Stock 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).

       

      “Reference Property” has the
meaning set forth in Section
5.10 of the Third Supplemental Indenture.

       

      “Regular Record Date” has the
meaning set forth in Section
2.01(14) of the Third Supplemental Indenture.

       

      “Repurchase Date” has the
meaning set forth in Section 4.01(a) of the
Third Supplemental Indenture.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      “Repurchase Notice” has the
meaning set forth in Section 4.01(c) of the
Third Supplemental Indenture.

       

      “Repurchase Price” has the
meaning set forth in Section 4.01(a) of the
Third Supplemental Indenture.

       

      “Rights Plan” has the meaning
set forth in Section
5.09(f) of the Third Supplemental Indenture.

       

      “Scheduled Trading Day” means a
day that is scheduled to be a Trading Day on the primary United States national
or regional securities exchange or market on which the Common Stock is listed or
admitted for trading. If the Common Stock is not so listed or admitted for
trading, “Scheduled Trading Day” means a Business Day.

      


      “Settlement Amount” means the sum of the
Daily Settlement Amounts for each of the 20 consecutive Trading Days during the
relevant Cash Settlement Averaging Period.

      “Settlement Method” means, with
respect to any conversion of Notes, Physical Settlement, Cash Settlement or
Combination Settlement, as elected (or deemed to have been elected) by the
Company.

      


      “Settlement Notice Period” has
the meaning set forth in Section 5.04(b) of the
Third Supplemental Indenture.

      “Specified Dollar Amount” means the dollar amount per $1,000
principal amount of converted Notes as specified in the notice specifying the
Company’s chosen Settlement Method.

      “Spin-off” has the meaning set
forth in Section
5.09(a)(3) of the Third Supplemental Indenture.

      


      “Stated Maturity” means
November 15, 2016.

       

      “Termination Notice” has the
meaning set forth in Section 5.02(a) of the
Third Supplemental Indenture.

       

      “Third Supplemental Indenture”
means the Third Supplemental Indenture, dated as of November 9, 2009, to the
Indenture.

       

      “Trading Day” means (x) if
the applicable security is listed on The New York Stock Exchange, a day on which
trades may be made thereon or (y) if the applicable security is listed or
admitted for trading on the American Stock Exchange, The NASDAQ Global Select
Market, The NASDAQ Global Market or another national securities exchange or
market, a day on which the American Stock Exchange, The NASDAQ Global Select
Market, The NASDAQ Global Market or another national securities exchange or
market is open for business or (z) if the applicable security is not so
listed, admitted for trading or quoted, any Business Day.  For
purposes of determining amounts due upon conversion only, “Trading Day” means a
day on which (i) there is no Market Disruption Event and (ii) trading
in the Common Stock generally occurs on The New York Stock Exchange, or if the
Common Stock is not then listed on The New York Stock Exchange, on the principal
other United States national or regional securities exchange on which the Common
Stock is then listed or, if the Common Stock is not then listed on a United
States national or regional securities exchange, on the principal other market
on which the Common Stock is then traded; provided that if the Common
Stock (or other security for which a Daily VWAP must be determined) is not so
listed or traded, “Trading Day” shall have the same meaning as Business
Day.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      “Trading Price” with respect to
the Notes, on any date of determination, means the average of the secondary
market bid quotations obtained by the Bid Solicitation Agent for $1,000,000
principal amount of Notes at approximately 3:30 p.m. (New York City time) on
such determination date from three independent nationally recognized securities
dealers selected by the Company; provided, however, that if three such
bids cannot reasonably be obtained by the Bid Solicitation Agent, but two such
bids are obtained, then the average of the two bids shall be used, and if only
one such bid can reasonably be obtained, that one bid shall be
used.  If the Bid Solicitation Agent cannot reasonably obtain at least
one bid for $1,000,000 principal amount of Notes from a nationally recognized
securities dealer, then the Trading Price per $1,000 principal amount of Notes
shall be deemed to be less than 98% of the product of the Closing Sale Price of
the Common Stock and the applicable Conversion Rate.

       

      “Trading Price Condition” has
the meaning set forth in Section 5.01(b)(ii) of the
Third Supplemental Indenture.

       

      “Trigger Event” has the meaning
set forth in Section 5.09(e)
of the Third Supplemental Indenture.

       

      “Valuation Period” has the
meaning set forth in Section
5.09(a)(3) of the Third Supplemental Indenture.

       

      “Voting Stock” means, with
respect to any Peron, such Person’s capital stock having the right to vote for
the election of directors (or the equivalent thereof) of such Person under
ordinary circumstances.

       

      Section
1.03  Applicability.  The
provisions contained in the Third Supplemental Indenture shall apply only to the
Notes and not to any other series of Securities issued under the Indenture and
any covenants provided herein are solely for the benefit of the Notes and not
for the benefit of any other series of Securities issued under the
Indenture.

       

      ARTICLE
TWO

      


      GENERAL
TERMS AND CONDITIONS OF THE NOTES


       

      Section
2.01  Terms.

       

      Pursuant
to Section 3.01 of the Indenture, the terms of the Notes shall be as
follows:

       

      (1)           The
Notes shall be senior in rank, and the title of the Notes is “4.25% Senior
Convertible Notes due November 15, 2016.”

       

      (2)           The
aggregate principal amount of Notes that may be authenticated and delivered
under the Indenture is initially limited to $2,875,000,000, except for Notes
authenticated and delivered upon registration of transfer of, or exchange for,
or in lieu of, other Notes pursuant to the Third Supplement
Indenture.  The Company may, without the consent of any Holders,
reopen the Notes and issue additional Notes with the same terms and with the
same CUSIP number (except to the extent necessary for securities law purposes)
as the Notes initially issued in an unlimited aggregate principal amount, which
will form the same series with the Notes initially issued so long as no Event of
Default has occurred and is continuing with respect to the Notes and such
additional Notes shall be fungible with the Notes initially issued for U.S.
federal income tax purposes.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (3)           The
principal amount of the Notes shall be due and payable on November 15,
2016.

       

      (4)           Interest
on the Notes will accrue at the rate of 4.25% per annum, from November 9, 2009
until the principal thereof is paid or made available for
payment.  Interest shall be payable on May 15 and
November 15 of each year (each, an “Interest Payment Date”),
commencing May 15, 2010, to the Persons in whose name the Notes are
registered at the Close of Business on the May 1 or November 1,
whether or not a Business Day, immediately preceding the relevant Interest
Payment Date (each, a “Regular
Record Date”).  Interest on the Notes shall be computed on the
basis of a 360-day year comprised of twelve 30-day months.  If
interest or principal is payable on a day that is not a Business Day, the
Company shall make the payment on the next Business Day, and no interest will
accrue as a result of the delay in payment. The Company shall pay the principal
of and interest on any Global Note in immediately available funds to the account
designated by the Depository or its nominee, as the case may be, as the
registered Holder of such Global Note.

       

      (5)           The
principal of and interest, if any, on the Notes shall be payable at the
Corporate Trust Office of the Trustee.

       

      (6)           (a)           Prior
to the Conversion Rights Termination Date, the Notes are not redeemable at the
option of the Company.  Starting on the Conversion Rights Termination
Date and on any Business Day thereafter, in accordance with the Indenture,
including, without limitation, Article Eleven of the Indenture, and the
Third Supplemental Indenture, the Company may redeem all or any portion of the
Notes, for Cash, at once or from time to time, upon at least 30 and not more
than 60 days’ notice, which shall be an irrevocable notice given in the manner
provided in the Indenture, at a Redemption Price equal to 100% of the principal
amount to be redeemed, together with accrued and unpaid interest thereon, up to,
but not including, the Redemption Date (subject to the right of Holders on the
relevant Regular Record Date to receive interest due on the relevant Interest
Payment Date).

       

                      (b)           The
Company or a third party may, to the extent permitted by applicable law, at any
time purchase the Notes in the open market, by tender at any price or by private
agreement. Any Note that the Company purchases or a third party purchases may,
to the extent permitted by applicable law, be re-issued or resold or may, at the
Company’s or such third party’s option, be surrendered to the Trustee for
cancellation in accordance with Section 3.09 of the Indenture. Any Notes
surrendered for cancellation may not be re-issued or resold and shall be
canceled promptly.

       

      (7)           (a)           Subject
to the terms and conditions of the Indenture and the Third Supplemental
Indenture, including, without limitation, Article Four of the Third
Supplemental Indenture, Holders shall have the right to require the Company to
repurchase any Outstanding Notes for shares of Common Stock (or such other
consideration into which the shares of Common Stock have been converted or
exchanged in connection with such Designated Event) upon a Designated Event that
does not constitute a Change in Control.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (b)           Subject
to the terms and conditions of the Indenture and the Third Supplemental
Indenture, including, without limitation, Article Four of the Third
Supplemental Indenture, Holders shall have the right to require the Company to
repurchase any Outstanding Notes for Cash upon a Change in Control.

       

      (8)           The
Notes are not entitled to any sinking fund or analogous reserve.

       

      (9)           The
Notes shall be issuable in denominations of $1,000 and integral multiples
thereof.

       

      (10)         The
Securities Registrar, authenticating agent, Conversion Agent and Paying Agent
for the Notes shall initially be the Trustee.

       

      (11)         Payments
of principal and interest on the Notes shall be made 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.

       

      (12)      
  The Notes will be initially issued in book-entry form and
represented by registered Global Notes substantially in the form attached hereto
as Exhibit A, delivered to the Depository, or a custodian on the
Depository’s behalf, and recorded in the book-entry system maintained by the
Depository.

       

      (13)         From
and after the Conversion Rights Termination Date, the Notes shall be subject to
defeasance in accordance with the provisions of Article Fourteen of the
Indenture.

       

      (14)         Prior
to the Conversion Rights Termination Date, the Notes shall be convertible at the
option of the Holders in accordance with the terms and conditions set forth in
Article Five of the
Third Supplemental Indenture.

       

      Section
2.02  The Notes and the Trustee’s certificate of authentication to be
borne by such Notes shall be substantially in the form set forth in
Exhibit A to the Third Supplemental Indenture.  The terms and
provisions contained in the form of Notes attached as Exhibit A hereto
shall constitute, and are hereby expressly made, a part of the Third
Supplemental Indenture and, to the extent applicable, the Company and the
Trustee, by their execution and delivery of the Third Supplemental Indenture,
expressly agree to such terms and provisions and to be bound
thereby.

       

      ARTICLE
THREE

       

      AMENDMENTS
TO INDENTURE SECTIONS

       

      The
following amendments to the Indenture shall apply only to the Notes and not to
any other series of Securities issued under the Indenture and shall be effective
for so long as any Notes remain Outstanding.  The Indenture is amended
by the Third Supplemental Indenture solely with respect to the Notes, as
follows:

       

      Section
3.01  Amendments to
Article Five.


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (a)           Solely
with respect to the Notes, Section 5.01 of the Indenture shall be amended
and restated in its entirety by inserting the following in lieu
thereof:

       

      “SECTION
5.01.  Events of
Default.  “Event of Default”, wherever used in the Indenture or
the Third Supplemental Indenture with respect to the Notes, shall mean any one
of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

       

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

       

      (2)           default
in the payment of the principal of, Redemption Price or Repurchase Price of any
Note, and continuance of such default for five Business Days after such amount
becomes due and payable on such Note; or

       

      (3)           failure
by the Company to provide notice of a Change in Control in accordance with the
terms of Article Four of the Third
Supplemental Indenture; or

       

      (4)           default
in the performance, or breach, of any covenant or warranty of the Company in the
Indenture or the Third Supplemental Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with or which has expressly been included in the
Indenture solely for the benefit of a series of Securities other than the
Notes), and continuance of such default or breach for a period of 90 days
(subject to reduction pursuant to Section 7.03(a) of the Indenture as
amended by the Third Supplemental Indenture if the 15-day period referred to
therein has been extended as provided therein) after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the Holders of at least 25% in principal amount of the
Outstanding Notes a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder;

       

      (5)           the
entry by a court having jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an involuntary case or proceeding
under the National Bankruptcy Act or any other similar federal or state law or
(B) a decree or order adjudging the Company a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of any
substantial part of the property of the Company, or ordering the winding up or
liquidation of the affairs of the Company, and the continuance of any such
decree or order for relief or any such other decree or order unstayed and in
effect for a period of 90 consecutive days; or

       

      (6)           the
commencement by the Company of a voluntary case or proceeding under the National
Bankruptcy Act or any other similar federal or state law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by the
Company to the entry of a decree or order for relief in respect of the Company
in an involuntary case or proceeding under the National Bankruptcy Act or any
other similar federal or state law or to the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or the filing by the Company
of a petition or answer or consent seeking reorganization or relief under any
applicable federal or state law, or the consent by the Company to the filing of
such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or of any substantial part of the property of the Company, or the making
by the Company of an assignment for the benefit of creditors, or the admission
by the Company in writing of its inability to pay its debts generally as they
become due; or


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (7)           default
in the delivery when due of all shares of Common Stock and any Cash payable upon
conversion with respect to the Notes, which default continues for 15
days.”

       

      (b)           Solely
with respect to the Notes, Section 5.02 of the Indenture shall be amended
and restated in its entirety by inserting the following in lieu
thereof:

       

      “SECTION
5.02.  Acceleration of Maturity;
Rescission and Annulment .  If an Event of Default, other than
pursuant to Section 5.01(5) and (6) of the Indenture, with respect to
the Notes occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Notes may
declare the principal amount of all of the Notes plus accrued and unpaid
interest, if any, on the Notes accrued through the date of such declaration to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount and accrued interest shall become immediately due and
payable.  In the case of Events of Default occurring under Sections
5.01(5) and (6) of the Indenture, the principal amount of the Notes plus accrued
and unpaid interest, if any, accrued thereon through the occurrence of such
event shall automatically become and be immediately due and
payable.

       

      At any
time after such a declaration of acceleration with respect to the Notes has been
made or occurred and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided,
the Holders of a majority in principal amount of the Outstanding Notes, by
written notice to the Company and the Trustee may waive all defaults and rescind
and annul such declaration and its consequences if:

       

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

       

      (A)           all
overdue interest on all Notes,

       

      (B)           the
principal of (and premium, if any, on) with respect to any Notes which have
become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in the Notes,

       

      (C)           to
the extent that payment of such interest is enforceable under applicable law,
interest upon overdue interest to the date of such payment or deposit at the
rate or rates prescribed therefor in the Notes or, if no such rate or rates are
so prescribed, at the rate borne by the Notes during the period of such default,
and

       

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


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      and

       

      (9)           all
Events of Default with respect to Notes, other than the non-payment of the
principal of Notes and accrued interest which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 5.13 of the Indenture.

       

      No such
waiver or rescission and annulment shall affect any subsequent default or impair
any right consequent thereon.”

       

      Section
3.02  Amendment to
Article Seven.

       

      (a)           Solely
with respect to the Notes, Section 7.03(a) of the Indenture shall be
amended and restated in its entirety by inserting the following text in lieu
thereof:

       

      “(a) The
Company covenants and agrees to furnish to the Trustee copies of the Company’s
annual reports on Form 10-K (or any successor form) and the Company’s quarterly
reports on Form 10-Q (or any successor form) within 15 days after the Company
shall be required to file the same with the Commission; provided that if the Company
is not required to file such reports with the Commission, then within 15 days
after the Company would be required to file these reports with the Commission if
the Company had a security listed on a U.S. national securities
exchange.  Such 15-day period shall automatically be extended to the
earlier of (a) the date that is five days prior to the date of the
occurrence of any event of default (or any comparable term) under any of the
Company’s Existing Debt Securities (other than the Notes) as a result of the
Company’s failure to provide annual or quarterly financial statements to the
extent required under the related indenture and (b) in the case of audited
annual financial statements, within 240 days after the end of the Company’s
fiscal year, and in the case of unaudited quarterly financial statements, within
220 days after the end of the respective quarters for each of the first three
quarterly periods of each fiscal year of the Company.  If the period
for filing any report is automatically extended for 85 or more days as described
above, then the 90 day cure period for the Company’s failure to comply with the
Company’s obligation to file such report shall be reduced to five
days.  If, however, in connection with an event of default under the
Company’s Existing Debt Securities (other than the Notes), the period for filing
such report is automatically extended for less than 85 days, then the number of
days in such cure period shall be reduced to equal the number by which 90
exceeds the number of days of such extension.  It is understood and
agreed that failure to comply with Section 314(a) of the TIA (or any
successor provision thereto) shall not constitute a default or breach for
purposes of Section 5.01(4) of the Indenture as amended by the Third
Supplemental Indenture and, therefore, shall not permit Holders of Notes in such
case to declare the principal amount of the Notes to be due and payable
immediately pursuant to Section 5.02 of the Indenture as amended by the
Third Supplemental Indenture.”

       

      Section
3.03  Amendment to
Article Nine.

       

      (a)           Solely
with respect to the Notes, Section 9.01(2) of the Indenture shall be
amended and restated in its entirety by replacing current clause (2) with
the following text:

       

      “(2) to
add to the covenants of the Company for the benefit of the Holders of Notes or
to surrender any right or power herein conferred upon the Company under the
Indenture or the Third Supplemental Indenture or to make other changes which
would not adversely affect the Holders of the Notes in any material respect;
or”


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (b)           Solely
with respect to the Notes, Section 9.01 of the Indenture shall be amended
by deleting the period following clause (10) and replacing it with “; or” and
inserting the following:

       

      “(11)        to
comply with the rules of any applicable securities depositary; or

       

      (12)          to
add any guarantor with respect to the Notes.”

       

      (c)           Solely
with respect to the Notes, Section 9.01 of the Indenture shall be amended
by inserting the following immediately after new clause (12)
thereof:

       

      “No
amendment to the Indenture or the Third Supplemental Indenture made solely to
conform the Indenture or the Third Supplemental Indenture to the description of
the Notes contained in the Prospectus Supplement and the accompanying prospectus
shall be deemed to adversely affect the interests of the Holders of
Notes.  Nothing in the Third Supplemental Indenture shall affect the
right of the Company and the Trustee to enter into indentures supplemental to
the Indenture relating to series of Securities other than the
Notes.”

       

      (d)           Solely
with respect to the Notes, Section 9.02 of the Indenture shall be amended
by replacing the first paragraph with the following:

       

      “With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Notes, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee
may, from time to time and at any time, enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of the Third Supplemental Indenture or of modifying in any manner
the rights of the Holders of the Notes; provided, however, that no such
supplemental indenture shall, without the consent of each Holder of Outstanding
Notes affected thereby:

       

      (i)           change
the Stated Maturity of the principal of (or premium, if any, on), or any
installment of interest, if any, on, any Note;

       

      (ii)           reduce
the principal amount or premium, if any, payable at Stated Maturity or upon
repurchase or redemption of any Note, or reduce the interest rate of any
Note;

       

      (iii)           make
any change that adversely affects the conversion rights or the Conversion Rate
of any Note;

       

      (iv)           make
any change that adversely affects the right of a Holder to require the Company
to repurchase any Note;

       

      (v)           impair
the right of any Holder of Outstanding Notes to convert or receive payment of
principal and interest with respect to any Note or the right to institute suit
for the enforcement of any payment with respect to, or conversion of, any
Note;


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      (vi)           change
the place or currency of payment of principal or interest in respect of any
Note;

       

      (vii)           change
the amendment provisions which require each Holder’s consent; or

       

      (viii)           reduce
the aforesaid percentage in principal amount of the Notes required for any such
supplemental indenture.”

       

      Section
3.04   Inapplicable Provisions of
the Indenture.

       

      (a)           The
provisions of Section 10.04 and Section 10.05 of the Indenture shall not apply
to the Notes.

       

      (b)           The
provisions concerning consolidation, merger and sale of assets set forth in
Article Six of the Third Supplemental Indenture shall, with respect to the
Notes, supersede in their entirety the provisions of Article Eight of the
Indenture, and all references in the Indenture to Article Eight and sections
thereof, shall, with respect to the Notes, be deemed to be references to
consolidation, merger and sale of assets and related matters specified in
Article Six of the Third Supplemental Indenture.

       

      ARTICLE
FOUR

       

      OFFER
TO REPURCHASE UPON A DESIGNATED EVENT OR CHANGE IN CONTROL

       

      Section
4.01  Offer
to Repurchase Upon a Designated Event or Change in Control.

       

      (a)           If
there shall have occurred a Designated Event or Change in Control, each Holder
shall have the right, at such Holder’s option, to require the Company to
repurchase all or any portion of such Holder’s Notes not previously repurchased
or called for redemption in integral multiples of $1,000 principal amount on a
date selected by the Company as specified below (the “Repurchase Date”), at a
repurchase price equal to 100% of the principal amount of the Notes to be
repurchased, plus any accrued but unpaid interest to, but not including, the
Repurchase Date (the “Repurchase Price”), subject to
satisfaction by or on behalf of the Holder of the requirements set forth in
Section 4.01(c) of
the Third Supplemental Indenture; provided that if the
Repurchase Date is after a Regular Record Date and on or prior to the Interest
Payment Date to which it relates, in which case the Company shall instead pay
the full amount of accrued but unpaid interest to the Holders of the Notes on
such Regular Record Date and the Repurchase Price shall be equal to 100% of the
principal amount of the Notes to be repurchased.  With respect to any
event that is a Change in Control, the Company shall pay the Repurchase Price in
Cash.  With respect to any Designated Event that is not a Change in
Control, the Company shall pay the Repurchase Price in shares of Common Stock
(or such other consideration into which the shares of Common Stock have been
converted or exchanged in connection with such Designated Event) as provided in
Section 4.03(b) of
the Third Supplemental Indenture below.

       

      Notwithstanding
the foregoing, Holders will not have the right to require the Company to
repurchase any Notes in connection with a Designated Event or Change in Control,
and the Company shall not be required to deliver a notice of such Designated
Event or Change in Control incidental thereto, if:


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      (i)           the
Closing Sale Price of Common Stock for any five Trading Days within the period
of ten consecutive Trading Days ending immediately after the later of the Change
in Control or Designated Event or the public announcement thereof, in the case
of an acquisition of Capital Stock or resulting from a change in Continuing
Directors, or the period of ten consecutive Trading Days ending immediately
before the Change in Control or Designated Event, in the case of a merger,
consolidation or asset sale, equals or exceeds 105% of the Conversion Price of
the Notes in effect on each of those five Trading Days; or

       

      (ii)           at
least 90% of the consideration, excluding Cash payments for fractional shares of
Common Stock and Cash payments made pursuant to dissenters’ appraisal rights, in
a transaction otherwise constituting a Change in Control or Designated Event
consists of shares of Common Stock, depositary receipts or other certificates
representing common equity interests traded on a U.S. national securities
exchange or other similar market, or will be so traded immediately following
such transaction, and as a result of such transaction the Notes become
convertible solely into such consideration, subject in all respects to Section 5.04 of the Third
Supplemental Indenture.

       

      (b)           Within
30 days after the occurrence of a Designated Event or Change in Control, the
Company shall mail a written notice of such Designated Event or Change in
Control, as the case may be, by first-class mail to the Trustee and to each
Holder at their addresses shown in the Security Register (and to beneficial
owners as required by applicable law).  The Trustee shall have no duty
or obligation to determine or confirm whether or not a Designated Event or a
Change of Control has occurred, nor shall the Trustee have any duty or
obligation with respect to any of the determinations or calculations set forth
in the second paragraph of Section 4.01(a) of the Third
Supplemental Indenture. The Company shall also
issue a press release through Dow Jones & Company, Inc. or Bloomberg
Business News or other similarly broad public medium that is customary for such
press releases.  The notice shall include a form of Repurchase Notice
to be completed by the Holder and shall state:

       

      (i)          
  briefly, the events causing, and the effective date of, such
Designated Event or Change in Control, as the case may be;

       

      (ii)         
  the date by which the Repurchase Notice pursuant to this Section 4.01 must be
given;

       

      (iii)           the
Repurchase Price, and that the Repurchase Price will be paid in Cash, in the
case of a Change in Control, or shares of Common Stock (or such other
consideration into which the shares of Common Stock have been converted or
exchanged in connection with such Designated Event) in the case of a Designated
Event that is not a Change in Control;

       

      (iv)           the
Repurchase Date, which date shall be the 30th
Business Day after the date of such notice;

       

      (v)           the
name and address of the Paying Agent and the Conversion Agent;

       

      (vi)           the
then-current Conversion Rate and any adjustments thereto;


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      (vii)         that
Notes with respect to which a Repurchase Notice has been given by the Holder may
not be converted pursuant to Article Five of the Third
Supplemental Indenture;

       

      (viii)        briefly,
the procedures a Holder must follow to exercise its rights under this Section 4.01;

       

      (ix)           that
Notes must be surrendered to the Paying Agent to collect payment of the
Repurchase Price;

       

      (x)            that
the Repurchase Price for any Note as to which a Repurchase Notice has been duly
given, will be paid on the later of the Business Day immediately following the
Repurchase Date and the time of surrender of such Note (provided that if such Note is
surrendered after 12:00 p.m. New York City time, such Note shall be deemed to be
surrendered on the immediately following Business Day);

       

      (xi)           that,
unless the Company defaults in making payment of such Repurchase Price and
interest due, if any, interest on Notes surrendered for repurchase will cease to
accrue on and after the Repurchase Date; and

       

      (xii)           the
CUSIP number of the Notes.

       

      (c)           A
Holder may exercise its rights specified in Section 4.01(a) of the
Third Supplemental Indenture by delivery of an irrevocable written notice of
repurchase (a “Repurchase
Notice”) to the Paying Agent at any time prior to the Close of Business
on the Repurchase Date, stating:

       

      (i)           
 the certificate number of the Note which the Holder will deliver to be
repurchased, if Certificated Notes have been issued, or notice compliant with
the relevant Depository procedures if the Notes are not in certificated
form;

       

      (ii)       
    the portion of the principal amount of the Note which
the Holder will deliver to be repurchased, which portion must be $1,000 or an
integral multiple thereof; and

       

      (iii)           that
such Note shall be repurchased by the Company pursuant to the terms and
conditions specified in Article Four of the Third
Supplemental Indenture.

       

      The
delivery of such Note to the Paying Agent prior to, on or after the Repurchase
Date (together with all necessary endorsements) at the offices of the Paying
Agent shall be a condition to the receipt by the Holder of the Repurchase Price
therefor; provided,
however, that such Repurchase Price shall be so paid pursuant to this
Section 4.01 only
if the Note so delivered to the Paying Agent shall conform in all respects to
the description thereof set forth in the related Repurchase Notice.

       

      The
Company shall repurchase from the Holder thereof, pursuant to this Section 4.01, a portion
of a Note if the principal amount of such portion is $1,000 or an integral
multiple of $1,000.  Provisions of the Indenture and the Third
Supplemental Indenture that apply to the repurchase of all of a Note also apply
to the repurchase of such portion of such Note.

       


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Any
repurchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be
consummated by the delivery of the consideration to be received by the Holder on
or prior to the later of the Business Day immediately following the Repurchase
Date and the time of delivery of the Note to the Paying Agent in accordance with
this Section 4.01.

       

      The
Paying Agent shall promptly notify the Company of the receipt by it of any
Repurchase Notice.

       

      There
shall be no repurchase of any Notes pursuant to this Section 4.01 if there has
occurred (prior to, on or after, as the case may be, the giving, by the Holders
of such Notes, of any Repurchase Notice) and is continuing an Event of Default
(other than a default in the payment of the Repurchase Price).

       

      Section
4.02  Effect
of Repurchase Notice.  (a) Upon receipt by the Paying Agent of
the Repurchase Notice specified in Section 4.01(c) of the
Third Supplemental Indenture, the Holder of the Note in respect of which such
Repurchase Notice was given shall thereafter be entitled to receive solely the
Repurchase Price, with respect to such Note.  Such Repurchase Price
shall be paid to such Holder, subject to receipt of funds by the Paying Agent,
on or prior to the later of (x) the Business Day immediately following the
Repurchase Date, with respect to such Note (provided the conditions in Section 4.01(c) of the
Third Supplemental Indenture have been satisfied) and (y) the time of
delivery of such Note to the Paying Agent by the Holder thereof in the manner
required by Section 4.01(c) of
the Third Supplemental Indenture.  Notes in respect of which a
Repurchase Notice has been given by the Holder thereof may not be converted
pursuant to Article Five of the Third
Supplemental Indenture on or after the date of the delivery of such Repurchase
Notice unless such Repurchase Notice has first been validly withdrawn as
specified in the following paragraph.

       

      (b)           A
Repurchase Notice may be withdrawn by means of a written notice of withdrawal
delivered to the office of the Paying Agent in accordance with the Repurchase
Notice at any time prior to the Close of Business on the Business Day prior to
the Repurchase Date specifying:

       

      (i)            
the certificate number (or numbers) of the Note (or Notes) being withdrawn, if
Certificated Notes have been issued, or notice compliant with the relevant
Depository procedures, if the Notes are not in certificated form,

       

      (ii)            the
aggregate principal amount of the Note (or Notes) with respect to which such
notice of withdrawal is being submitted, and

       

      (iii)           the
principal amount, if any, of such Note (or Notes) which remains subject to the
original Repurchase Notice and which has been or will be delivered for
repurchase by the Company.

       

      The Paying Agent will promptly return
to the respective Holders thereof any Certificated Notes with respect to which a
Repurchase Notice has been withdrawn in compliance with the provisions of this
Section
4.02(b).

       

      The Paying Agent shall promptly notify
the Company of the receipt by it of any written withdrawal of a Repurchase
Notice.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      Section
4.03  Deposit of Repurchase
Price.  (a)  Prior to 11:00 a.m. (New York City time)
on or prior to the Business Day immediately following the Repurchase Date in
connection with a Change in Control, the Company shall deposit with the Trustee
or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided in Section 10.03 of the Indenture) an amount of money (in
immediately available funds if deposited on such Business Day) sufficient to pay
the aggregate Repurchase Price of all the Notes or portions thereof which are to
be repurchased as of the Repurchase Date.

       

      If the
Trustee or the Paying Agent holds money sufficient to pay the Repurchase Price
of a Note on the Business Day immediately following such Repurchase Date in
respect of a Change in Control in accordance with the terms hereof, then,
immediately after such Repurchase Date, interest on such Note will cease to
accrue, whether or not the Note is delivered to the Trustee or the Paying Agent,
and all other rights of the Holder shall terminate, other than the right to
receive the Repurchase Price upon delivery of the Note.

       

      (b)           Prior
to 11:00 a.m. (New York City time) on or prior to the Business Day immediately
following the Repurchase Date in connection with a Designated Event that is not
a Change in Control, the Company shall deposit with the Trustee or with the
Paying Agent a number of shares of Common Stock (or other consideration into
which the shares of Common Stock have been converted in connection with the
Designated Event) calculated in accordance with the formula set forth below
sufficient to pay the aggregate Repurchase Price of all the Notes or portions
thereof which are to be repurchased as of the Repurchase Date.  In the
event that holders of Common Stock have the opportunity to elect the form of
consideration to be received in the transaction constituting a Designated Event,
the type, and amount, of consideration that Holders of Notes will receive upon
repurchase will be deemed to be the weighted average of the types and amounts of
consideration received by holders of Common Stock as a result of such Designated
Event.

       

      The
number of shares of Common Stock (or amount of other consideration) to be
delivered upon repurchase in connection with such a Designated Event shall be
determined as follows:

       

      
        	
                Repurchase
      Price

              
	
                Applicable
      Settlement Value

              


      

      


      The
Company will not issue fractional shares of Common Stock (or transfer any
fractional interests in any other consideration).  The Company shall
pay cash for all fractional shares of Common Stock (or fractional interests in
any other consideration) (calculated on an aggregate basis for Notes delivered
for repurchase by any Holder) based on the Applicable Settlement
Value.

       

      Whenever
a payment for fractional shares is to be made by the Trustee or the Conversion
Agent, the Company shall (i) promptly prepare and deliver to the
Trustee/Conversion Agent a certificate setting forth in reasonable detail the
facts related to such payments and the prices and/or formulas utilized in
calculating such payments, and (ii) provide sufficient monies to the
Trustee/Conversion Agent in the form of fully collected funds to make such
payments.  The Trustee/Conversion Agent shall be fully protected in
relying upon such certificate and shall have no duty with respect to, and shall
not be deemed to have knowledge of any payment for fractional shares under any
Section of the Third Supplemental Indenture relating to the payment of
fractional shares unless and until the Trustee/Conversion Agent shall have
received such a certificate and sufficient monies.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      All
shares of Common Stock that may be issued upon repurchase of Notes shall upon
issuance be fully paid and nonassessable by the Company and free from all taxes,
liens and charges with respect to the issue thereof.  The Company
covenants to list such Common Stock on the principal national securities
exchange on which the Common Stock is then listed in accordance with the
provisions of such exchange.

       

      If the
Trustee or the Paying Agent holds shares of Common Stock (or other
consideration) sufficient to pay the Repurchase Price of a Note on the Business
Day immediately following the Repurchase Date in respect of a Designated Event
that is not a Change in Control in accordance with the terms hereof, then,
immediately after such Repurchase Date, interest on such Note will cease to
accrue, whether or not the Note is delivered to the Trustee or the Paying Agent,
and all other rights of the Holder shall terminate, other than the right to
receive the Repurchase Price upon delivery of the Note.

       

      Section
4.04  Notes
Repurchased In Part.  Any Note which is to be repurchased only
in part shall be surrendered at the office of the Paying Agent (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or such Holder’s attorney duly authorized in writing) and
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Note, without service charge, a new Note or Notes, of any
authorized denomination as requested by such Holder in aggregate principal
amount equal to, and in exchange for, the portion of the principal amount of the
Note so surrendered that is not repurchased.

       

      Section
4.05  Covenant To Comply With
Securities Laws Upon Repurchase of Notes.  When complying with
the provisions of this Article Four, and subject
to any exemptions available under applicable law, the Company
shall:

       

      (a)           comply
in all material respects with the applicable provisions of Rule 13e-4 and Rule
14e-1 (or any successor provision) and any other issuer tender offer rules under
the Exchange Act, as then applicable;

       

      (b)           file
the related Schedule TO (or any applicable successor schedule, form or report)
if then required, or any other then required schedule, form or report, under the
Exchange Act; and

       

      (c)           otherwise
comply with all federal and state securities laws.

       

      To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of Article Four of the Third
Supplemental Indenture, the Company’s compliance with such laws and regulations
shall not in and of itself cause a breach of its obligations under Article Four of the Third
Supplemental Indenture.

       

      Section
4.06  Repayment to the
Company.  The Trustee and the Paying Agent shall return to the
Company any cash, shares of Common Stock or other property or assets that remain
unclaimed for two years, subject to applicable unclaimed property law, together
with interest, if any, thereon held by them for the payment of the Repurchase
Price; provided
however, that to the extent that the aggregate amount of cash, shares of
Common Stock or other property or assets deposited by the Company pursuant to
Section 4.03 of the
Third Supplemental Indenture exceeds the aggregate Repurchase Price of the Notes
or portions thereof which the Company is obligated to repurchase as of the
Repurchase Date, then on the Business Day immediately following the Repurchase
Date, the Trustee or Paying Agent, as applicable, shall return any such excess
to the Company.  Thereafter, any Holder entitled to payment must look
to the Company for payment as general creditors, unless an applicable abandoned
property law designates another Person.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      ARTICLE
FIVE

       

      CONVERSION
OF SECURITIES

       

      Section
5.01  Right
to Convert.

       

      (a)           Upon
compliance with the provisions of the Third Supplemental Indenture, subject to
the Company’s rights to terminate Holders’ conversion rights on or after
November 20, 2014 in accordance with Section 5.02 of the Third
Supplemental Indenture, a Holder shall have the right, at such Holder’s option,
to convert any Note or any portion of the principal amount thereof which is an
integral multiple of $1,000, or of such portion thereof, (i) subject to
satisfaction of one or more of the conditions described in Section 5.01(b), at any time
and from time to time prior to October 15, 2016 under the circumstances and
during the periods set forth in Section 5.01(b), and (ii)
regardless of the conditions described in Section 5.01(b), at any time
on or after October 15, 2016 and prior to the Close of Business on the Business
Day immediately preceding the Stated Maturity, in each case, at the Conversion
Rate in effect at the time of conversion (subject to settlement provisions of
Section 5.04
below).  Unless earlier terminated in accordance with Section 5.02 of the Third
Supplemental Indenture, Holders’ rights to surrender for Notes for conversion
will expire at the Close of Business on the Business Day immediately preceding
the Stated Maturity.

       

      (b)           (i)           Prior
to October 15, 2016, a Holder may surrender all or a portion of its Notes for
conversion during any fiscal quarter (and only during such fiscal quarter)
commencing after the fiscal quarter ending December 31, 2009, if the Closing
Sale Price of the Common Stock for at least 20 Trading Days during the period of
30 consecutive Trading Days ending on the last Trading Day of the immediately
preceding fiscal quarter is greater than or equal to 130% of the applicable
Conversion Price on the applicable Trading Day.

       

      
        (ii)           Prior to
October 15, 2016, a Holder may surrender all or a portion of its Notes for
conversion during the five Business Day period after any five consecutive
Trading Day period (the “Measurement Period”) in which
the Trading Price per $1,000 in principal amount of Notes, as determined
following a request by a Holder of Notes in accordance with the procedures
described below, for each Trading Day of such Measurement Period was less than
98% of the product of the Closing Sale Price of the Common Stock and the
applicable Conversion Rate for the Notes for such Trading Day (the “Trading Price
Condition”).

      

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        The Bid
Solicitation Agent shall have no obligation to determine the Trading Price of
the Notes unless the Company has requested such determination in writing from
the Bid Solicitation Agent, such writing to (i) set forth the identity of three
independent nationally recognized securities dealers and (ii) direct the Bid
Solicitation Agent to contact said dealers for the purpose of obtaining the
Trading Price of the Notes, and the Company shall have no obligation to make
such request of the Bid Solicitation Agent unless a Holder of a Note provides
the Company with reasonable evidence that the Trading Price per $1,000 in
principal amount of the Notes would be less than 98% of the product of the
applicable Conversion Rate and the Closing Sale Price of the Common Stock. At
such time, the Company shall instruct the Bid Solicitation Agent to determine
the Trading Price of the Notes beginning on the next Trading Day and on each
successive Trading Day until the Trading Price per $1,000 principal amount of
Notes is greater than or equal to 98% of the product of the applicable
Conversion Rate and the Closing Sale Price of the Common Stock on such Trading
Day.  If the Trading Price Condition has been met, the Company shall
so notify the Holders, the Trustee and the Conversion Agent.  If, at
any time after the Trading Price Condition set forth above has been met, the
Trading Price per $1,000 principal amount of Notes is greater than or equal to
98% of the product of the applicable Conversion Rate and the Closing Sale Price
of the Common Stock on such Trading Day, the Company shall so notify the Holders
of the Notes, the Trustee and the Conversion Agent.

      

       

      
        (iii)          
If, prior
to October 15, 2016, the Company elects to:

      

       

      
        (A)     
issue to
all or substantially all holders of the Common Stock any rights, options or
warrants (in the case of rights issued under the Company’s current Rights Plan
or any future Rights Plan, only following the distribution of separate
certificates evidencing such rights) entitling them for a period expiring 60
days or less from the date of issuance of such rights, options or warrants to
purchase shares of Common Stock (or securities convertible into Common Stock) at
less than (or having a Conversion Price per share less than) the average of the
Closing Sale Prices of the Common Stock for the ten consecutive Trading Day
period ending on, and including, the Trading Day immediately preceding the
Ex-Date for such issuance; or

      

       

      
        (B)     
distribute
to all or substantially all holders of the Common Stock assets of the Company
(including Cash), debt securities or rights to purchase securities of the
Company, which distribution has a per share value (as reasonably determined by
the Board of Directors) exceeding 10% of the Closing Sale Price of the Common
Stock on the Trading Day immediately preceding the date of announcement for such
distribution,

      

       

      then, in
each case, the Company shall notify the Holders of Notes and the Trustee at
least 30 Business Days prior to the Ex-Date for such issuance or
distribution.  Once the Company has given such notice, Holders may
surrender all or a portion of their Notes for conversion at any time until the
earlier of the Close of Business on the Business Day immediately preceding the
Ex-Date and the announcement by the Company that such issuance or distribution
will not take place, even if the Notes are not otherwise convertible at such
time.

       

      (iv)           If,
prior to October 15, 2016, a transaction or event that constitutes a Designated
Event occurs, or if the Company is a party to a consolidation, merger, binding
share exchange, or transfer or lease of all or substantially all of the
Company’s assets, pursuant to which the Common Stock would be converted into
cash, securities or other assets, Holders may surrender all or a portion their
Notes for conversion at any time from or after the date that is 30 Business Days
prior to the anticipated effective date of the transaction until 35 Business
Days after the actual effective date of such transaction or, if such transaction
also constitutes a Designated Event or Change in Control, until the Close of
Business on the Business Day immediately preceding the related Repurchase Date
in respect of such Designated Event or Change in Control.  The Company
shall notify the Holders and the Trustee (A) as promptly as practicable
following the date the Company publicly announces such transaction but in no
event less than 30 Business Days prior to the anticipated effective date of such
transaction; or (ii) if the Company does not have knowledge of such transaction
at least 30 Business Days prior to the anticipated effective date of such
transaction, within one Business Day of the date upon which the Company receives
notice, or otherwise becomes aware, of such transaction, but in no event later
than the actual effective date of such transaction.  The Company shall
also issue a press release through Dow Jones & Company, Inc. or Bloomberg
Business News or other similarly broad public medium that is customary for such
press releases.


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      (v)           Prior
to October 15, 2016, if the Company elects to terminate Holders’ conversion
rights in accordance with Section 5.02 of the Third
Supplemental Indenture, Holders may convert all of a portion of their Notes
during the period from, and including, the date of the Termination Notice, to
the Close of Business on the Business Day prior to the Conversion Rights
Termination Date, even if the Notes are not otherwise convertible at such time,
after which time, the Holders’ right to convert will expire.

       

      (c)           Subject
to Sections 5.02, 5.03 and 5.04 of the Third Supplemental
Indenture, each Note shall be convertible at the office of the Conversion Agent
accompanied by a duly signed and completed Conversion Notice.

       

      (d)           The
rate at which shares of Common Stock shall be delivered upon conversion (the
“Conversion Rate”) shall
be initially 107.5269 shares of Common Stock for each $1,000 principal amount of
Notes, subject to adjustment, in certain instances, as provided in Section 5.09 of the Third
Supplemental Indenture, and further subject to increase in certain instances, as
provided in Section 5.08 of the Third
Supplemental Indenture.

       

      (e)           A
Note in respect of which a Holder has delivered a Repurchase Notice exercising
the option of such Holder to require the Company to repurchase such Note shall
not be converted unless such notice is withdrawn in accordance with Section 4.02(b) of the
Third Supplemental Indenture.

       

      Section
5.02  Right
to Terminate Conversion Rights.

       

      (a)           The
Company may elect, in its sole discretion, upon at least 30 and not more than 60
days’ notice, to terminate the Holders’ rights to convert the Notes on or after
November 20, 2014 (such date of termination of conversion rights is
referred to herein as the “Conversion Rights Termination
Date”), if the Closing Sale Price of Common Stock exceeds 130% of the
then applicable Conversion Price for 20 Trading Days in any consecutive 30
Trading Day period ending on the Trading Day either (a) five calendar days
prior to the mailing of the notice of termination of conversion rights (the
“Termination Notice”),
provided that the
Closing Sale Price of Common Stock on such 30th Trading Day exceeded 130% of the
then applicable Conversion Price, or (b) immediately prior to the mailing
of the Termination Notice, regardless of the Closing Sale Price of Common Stock
on such 30th Trading Day.

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      (b)           If
the Company makes the election pursuant to Section 5.02(a) of the
Third Supplemental Indenture, the Company shall notify the Trustee and the
Holders at their addresses shown in the Security Register and the Company shall,
on a date not less than 30 days prior to the Conversion Rights Termination Date,
disseminate a press release through Dow Jones & Company, Inc. or Bloomberg
Business News or other similarly broad public medium that is customary for such
press releases.

       

      Section
5.03  Conversion
Procedures.

       

      (a)           To
convert a Note that is represented by a Certificated Note, a Holder must
(1) complete and manually sign the Conversion Notice or a facsimile of the
Conversion Notice on the back of the Note in substantially the form set forth in
Exhibit A attached hereto (the “Conversion Notice”) and
deliver such Conversion Notice to the Conversion Agent, (2) surrender the
Note to the Conversion Agent, (3) if required by the Conversion Agent,
furnish appropriate endorsement and transfer documents, (4) if required,
pay all transfer or similar taxes as described in Section 5.06 of the Third
Supplemental Indenture and (5) if required, pay funds equal to the interest
payable on the next Interest Payment Date as described in Section 5.03(e) of the
Third Supplemental Indenture.  To convert a Note represented by a
Global Note, a Holder must convert by book-entry transfer to the Conversion
Agent through the facilities of the Depository and otherwise comply with the
provisions of clauses (3), (4) and (5) above, if applicable.  The date
on which the Holder satisfies all of the requirements is the “Conversion Date.”

       

      (b)           No
payment or adjustment shall be made for dividends on, or other distributions
with respect to, any Common Stock except as provided in this Article Five.  Upon
conversion of a Note, a Holder shall not receive, except as described below, any
Cash payment representing accrued interest.  Upon conversion of a
Note, any accrued and unpaid interest with respect to such Note shall not be
cancelled, extinguished or forfeited but rather shall be deemed paid in full to
the Holder of such Note through the delivery of the Common Stock (together with
the cash payment, if any, in lieu of fractional shares), or cash or a
combination of cash and Common Stock in lieu thereof, in exchange for the Note
being converted pursuant to the provisions hereof, and the fair market value of
the Common Stock (together with the cash payment, if any, in lieu of fractional
shares), or cash or a combination of cash and Common Stock in lieu thereof,
shall be treated as issued, to the extent thereof, first in exchange for any
accrued and unpaid interest, and the balance, if any, of such fair market value
shall be treated as issued in exchange for the principal amount of Notes being
converted pursuant to the provisions hereof.  Notwithstanding the
preceding sentence (but without limiting to Holder’s obligation in Section 5.03(e) of the
Third Supplemental Indenture), upon conversion of a Note during the period from
the Close of Business on any Regular Record Date immediately preceding any
Interest Payment Date to the Open of Business on such Interest Payment Date, the
Holder on such Regular Record Date shall receive the full amount of interest
payable on such Interest Payment Date.

       

      (c)           If
a Holder converts more than one Note at the same time, consideration due upon
the conversion shall be based on the aggregate principal amount of Notes
converted.

       

      (d)           Upon
surrender of a Note that is converted in part, the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder, a new Note equal in
principal amount to the principal amount of the unconverted portion of the Notes
surrendered.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      (e)           Notes
or portions thereof surrendered for conversion during the period from the Close
of Business on any Regular Record Date immediately preceding any Interest
Payment Date to the Open of Business on such Interest Payment Date shall be
accompanied by payment to the Company or its order, in New York Clearing House
funds or other funds acceptable to the Company, of an amount equal to the
interest payable on such Interest Payment Date with respect to the principal
amount of Notes or portions thereof being surrendered for conversion; provided that no such payment
need be made with respect to conversions during such period (1) for conversions
following the Regular Record Date immediately preceding the Stated Maturity, (2)
if the Company has given notice of a Designated Event or Change in Control, (3)
if the Company has given notice to terminate the Holders’ conversion rights
pursuant to Section 5.02
of the Third Supplemental Indenture or (4) to the extent of any Defaulted
Interest, if any Defaulted Interest exists at the time of conversion with
respect to such Notes.

       

      (f)           If
the last day on which a Note may be converted is not a Business Day, the Note
may be surrendered for conversion on the next succeeding day that is a Business
Day.

       

      (g)           The
Company has initially appointed the Trustee as Conversion Agent.  The
Company may terminate the appointment of any Conversion Agent or appoint
additional or other Conversion Agents.  Notice of any termination or
appointment and of any change in the office through which any Conversion Agent
will act shall be given in accordance with Section 17.03 of the
Indenture.

       

      Section
5.04  Settlement upon
Conversion.

       

      (a)           Upon
any conversion of any Note, the Company shall deliver to converting Holders, in
respect of each $1,000 principal amount of Notes being converted, at the
Company’s election, in full satisfaction of the Company’s obligation to settle
such conversion, (1) shares of Common Stock, together with cash in lieu of
fractional shares, if any (a “Physical Settlement”),
(2) a Cash payment without any delivery of shares of Common Stock (a “Cash Settlement”) or
(3) a combination of Cash and shares of Common Stock, together with cash in
lieu of fractional shares, if any (a “Combination Settlement”), in
each case, as set forth in Section 5.04(c) below, and the
amount of Cash and/or the number of shares of Common Stock so deliverable upon
conversion of the Notes is referred to herein as the “Conversion
Obligation.”

       

      (b)           All
conversions with a Conversion Date on or after October 15, 2016, and all
conversions during the period from, and including, the date of the Termination
Notice, to the Close of Business on the Business Day prior to the Conversion
Rights Termination Date, shall be settled using the same Settlement
Method.  Prior to October 15, 2016, except for conversions occurring
on or after the date of the Termination Notice, the Company shall treat all
conversions occurring on the same Conversion Date in the same manner by using
the same Settlement Method.  Except as set forth in the second
immediately preceding sentence, however, the Company shall not have any
obligation to settle Conversion Obligations arising on different Trading Days in
the same manner.

       

      Unless the Company has made an
Irrevocable Election pursuant to Section 5.04(d) of the
Third Supplemental Indenture, if the Company elects a Settlement Method, the
Company shall provide to all converting Holders, by notice to the Trustee and
the Conversion Agent, a notice of the chosen Settlement Method no later than the
second Trading Day immediately following the related Conversion Date (or in the
case of conversions occurring on or after (i) the date of the Termination Notice
pursuant to Section 5.02
of the Third Supplemental Indenture, concurrently with such Termination Notice
or (ii) October 15, 2016, no later than October 15, 2016) (such period, the
“Settlement Notice
Period”).  Unless the Company has made an Irrevocable Election
pursuant to Section
5.04(d) of the Third Supplemental Indenture, in respect of any conversion
of Notes, if the Company fails to provide notice of its elected Settlement
Method within the Settlement Notice Period for such conversion, the Company
shall no longer have the right to elect Cash Settlement or Combination
Settlement in respect of such conversion, and the Company shall be deemed to
have elected Physical Settlement to satisfy its Conversion
Obligation.


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      If the Company has selected Combination
Settlement and provides notice within the Settlement Notice Period, but the
notice electing Combination Settlement does not indicate the Specified Dollar
Amount, the Specified Dollar Amount per $1,000 principal amount of Notes shall
be $1,000.

       

      The Company may, in lieu of sending
individual notices of its election, send one notice to all Holders of the method
the Company chooses to satisfy its Conversion Obligation for conversions
following delivery of a Termination Notice or on or after October 15,
2016.

       

      (c)           With
respect to any Conversion Notice received by the Company, the consideration to
be paid or delivered, as the case may be, for any Note subject to such
Conversion Notice shall be computed as follows:

       

      (i)          
  if the Company has elected (or is deemed to have elected) Physical
Settlement, the Company shall deliver to the converting Holder a number of
shares of Common Stock equal to the product of (A) the aggregate principal
amount of the Notes to be converted, divided by $1,000, and
(B) the applicable Conversion Rate;

       

      (ii)       
    if the Company has elected Cash Settlement, the Company
shall pay to the converting Holder in respect of each $1,000 principal amount of
Notes being converted cash in an amount equal to the sum of the Daily Conversion
Values for each of the 20 consecutive Trading Days during the relevant Cash
Settlement Averaging Period; and

       

      (iii)           if
the Company has elected Combination Settlement, the Company shall pay or
deliver, as the case may be, to the converting Holder in respect of each $1,000
principal amount of Notes being converted the Settlement Amount.

       

      (d)           Notwithstanding
anything to the contrary in the Third Supplemental Indenture, at any time on
prior to the 22nd Business Day immediately preceding the Stated Maturity, the
Company may irrevocably elect (“Irrevocable Election”), in its
sole discretion without the consent of the Holders of the Notes, by written
notice to the Trustee and the Holders of the Notes, to satisfy its Conversion
Obligation for all Notes to be converted after the date of such Irrevocable
Election with a combination of cash and shares of Common Stock, in which case
the Company shall settle all conversions occurring after the date of such
Irrevocable Election as if the Company had elected Combination Settlement with a
Specified Dollar Amount equal to $1,000 per $1,000 principal amount of Notes to
be converted.  If the Company makes such Irrevocable Election, the
Company shall notify the Trustee and the Holders at their addresses shown in the
Security Register.

       

      (e)           The
Company shall settle its Conversion Obligations (i) on the third Business Day
immediately following the relevant Conversion Date, if the Company elects a
Physical Settlement, and (ii) on the third Business Day immediately
following the last Trading Day of the relevant Cash Settlement Averaging Period,
if the Company elects any other Settlement Method (including if the Company has
made an Irrevocable Election pursuant to Section 5.04(d) of the Third
Supplemental Indenture).


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      (f)           Each
conversion will be deemed to have been effected as to any Notes surrendered for
conversion on the Conversion Date; provided, however, that the
person in whose name any shares of the Common Stock shall be issuable upon such
conversion will become the holder of record of such shares as of the Close of
Business on the Conversion Date (if Physical Settlement applies) or the last
Trading Day of the relevant Cash Settlement Averaging Period (if Combination
Settlement applies or if the Company has made an Irrevocable Election pursuant
to Section
5.04(d)).

       

      Section
5.05  Fractional
Shares.  The Company shall not issue a fractional share of
Common Stock upon conversion of a Note.  However, if any fractional
share of Common Stock would be issuable upon the conversion of any Notes, the
Company shall make payment therefor in cash in lieu of fractional shares of
Common Stock (calculated on an aggregate basis for the Notes surrendered by a
Holder for conversion) based on:

       

      (i)           if
Physical Settlement applies, the Daily VWAP of the Common Stock on the relevant
Conversion Date, and

       

      (ii)           if
Combination Settlement applies or if the Company has made an Irrevocable
Election pursuant to Section
5.04(d) of the Third Supplemental Indenture, the Daily VWAP of the Common
Stock on the last Trading Day of the relevant Cash Settlement Averaging
Period.

       

      Section
5.06  Taxes
on Conversion.  If a Holder converts a Note, the Company shall
pay any taxes or duties relating to the issue or delivery of Common Stock upon
conversion of the Note.  However, the Holder shall pay any such tax
which is due because the Holder requests the shares to be issued in a name other
than the Holder’s name.  The Conversion Agent may refuse to deliver
the certificates representing the Common Stock being issued in a name other than
the Holder’s name until the Conversion Agent receives a sum sufficient to pay
any tax which will be due because the Common Stock is to be delivered in a name
other than the Holder’s name.  Nothing herein shall preclude any tax
withholding required by law or regulations.

       

      Section
5.07  Reservation of Shares,
Shares to be Fully Paid; Listing of Common Stock.

       

      (a)           The
Company 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.

       

      (b)           All
shares of Common Stock that may be issued upon conversion of Notes (including
all shares of Common Stock to be delivered by a Financial Institution in the
case of an exchange in lieu of conversion pursuant to Section 5.11 of the Third
Supplemental Indenture) shall upon issuance be fully paid and nonassessable by
the Company and free from all taxes, liens and charges with respect to the issue
thereof.


      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      (c)           The
Company shall, if at any time the Common Stock shall be listed on The New York
Stock Exchange or any other national securities exchange or automated quotation
system, 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 Company to
defer the listing of such Common Stock until the first conversion of the Notes
into Common Stock in accordance with the provisions of the Third Supplemental
Indenture, the Company 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
5.08  Adjustment to the Conversion
Rate upon a Designated Event.

       

      (a)           Subject
to the terms and conditions of this Section 5.08, if the
Effective Date of a transaction that constitutes a Designated Event occurs on or
prior to the Stated Maturity, and a Holder elects to convert its Notes in
connection with such Designated Event, the Company shall increase the applicable
Conversion Rate for the Notes surrendered for conversion by a number of
additional shares of Common Stock (the “Additional Shares”), as
described in this Section 5.08.  A
conversion of Notes shall be deemed for the purposes of this Section 5.08 to be “in
connection with” a Designated Event if such Notes are surrendered for conversion
during the period commencing on the Effective Date for such Designated Event and
ending on the Repurchase Date in connection with such transaction, if applicable
or, if there is no Repurchase Date, ending on the 30th day
following the Effective Date of such transaction.

       

      Notwithstanding
the foregoing, no increase in the Conversion Rate shall be made in the case of
any Designated Event if at least 90% of the consideration, excluding cash
payments for fractional shares of Common Stock and cash payments made pursuant
to dissenters’ appraisal rights, in a transaction otherwise constituting a
Designated Event consists of shares of common stock, depositary receipts or
other certificates representing common equity interests traded on a U.S.
national securities exchange or other similar market, or will be so traded
immediately following such transaction, and as a result of such transaction the
Notes become convertible solely into such consideration, subject to the
provisions set forth in Section
5.04 of the Third Supplemental Indenture.

       

      (b)           The
Company shall mail a notice to Holders of any Designated Event and issue a press
release with respect to such Designated Event through Dow Jones & Company,
Inc. or Bloomberg Business News or other similarly broad public medium that is
customary for such press releases in accordance with Section 5.01(b)(iv) of the
Third Supplemental Indenture.  The failure to deliver such notice or
issue such press release shall not affect the validity of such
transaction.

       

      (c)           The
number of Additional Shares shall be determined by reference to the table below
in (d)(ii) of this Section and shall be based on the Effective Date and the
Applicable Price for such Designated Event.

       

      (d)           (i)  The Applicable
Prices set forth in the first row of the table below (i.e., the column headers),
shall be adjusted as of any date on which the Conversion Rate of the Notes is
adjusted.  The adjusted Applicable Prices will equal the Applicable
Prices in effect immediately prior to such adjustment multiplied by a fraction, the
numerator of which is the Conversion Rate in effect immediately prior to the
adjustment giving rise to such adjustment and the denominator of which is the
Conversion Rate as so adjusted.  The number of Additional Shares in
the table will be subject to adjustment in the same manner and at the same time
as the Conversion Rate as set forth under Section 5.09 of the Third
Supplemental Indenture.


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      (ii)           The
following table sets forth the number of Additional Shares to be added to the
Conversion Rate per $1,000 principal amount of Notes for the specified Effective
Dates and Applicable Prices:

       

      
        	 
      	 	
                Applicable
      Price

              	 
	
                Effective Date

              	 	$	7.44	 	 	$	8.00	 	 	$	10.00	 	 	$	12.00	 	 	$	14.00	 	 	$	16.00	 	 	$	18.00	 	 	$	20.00	 	 	$	22.00	 	 	$	24.00	 	 	$	26.00	 	 	$	28.00	 	 	$	30.00	 	 	$	32.00	 
	
                November
      9, 2009

              	 	 	26.8817	 	 	 	25.2632	 	 	 	17.2721	 	 	 	12.5344	 	 	 	9.4742	 	 	 	7.3709	 	 	 	5.8559	 	 	 	4.7246	 	 	 	3.8551	 	 	 	3.1713	 	 	 	2.6236	 	 	 	2.1783	 	 	 	1.8118	 	 	 	1.5071	 
	
                November 15,
      2010

              	 	 	26.8817	 	 	 	25.1001	 	 	 	16.6912	 	 	 	11.8336	 	 	 	8.7745	 	 	 	6.7208	 	 	 	5.2723	 	 	 	4.2099	 	 	 	3.4060	 	 	 	2.7819	 	 	 	2.2871	 	 	 	1.8883	 	 	 	1.5622	 	 	 	1.2926	 
	
                November 15,
      2011

              	 	 	26.8817	 	 	 	24.7086	 	 	 	15.7523	 	 	 	10.7459	 	 	 	7.7045	 	 	 	5.7362	 	 	 	4.3959	 	 	 	3.4441	 	 	 	2.7439	 	 	 	2.2130	 	 	 	1.8004	 	 	 	1.4727	 	 	 	1.2080	 	 	 	0.9910	 
	
                November 15,
      2012

              	 	 	26.8817	 	 	 	24.2489	 	 	 	14.4732	 	 	 	9.2209	 	 	 	6.1930	 	 	 	4.3510	 	 	 	3.1779	 	 	 	2.3984	 	 	 	1.8589	 	 	 	1.4714	 	 	 	1.1824	 	 	 	0.9603	 	 	 	0.7846	 	 	 	0.6424	 
	
                November 15,
      2013

              	 	 	26.8817	 	 	 	23.4136	 	 	 	12.4033	 	 	 	6.7248	 	 	 	3.7297	 	 	 	2.1501	 	 	 	1.3170	 	 	 	0.8714	 	 	 	0.6239	 	 	 	0.4765	 	 	 	0.3808	 	 	 	0.3119	 	 	 	0.2586	 	 	 	0.2148	 
	
                November 15,
      2014

              	 	 	26.8817	 	 	 	22.5755	 	 	 	9.4819	 	 	 	1.8374	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	
                November 15,
      2015

              	 	 	26.8817	 	 	 	20.9167	 	 	 	7.5349	 	 	 	1.2560	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 
	
                November 15,
      2016

              	 	 	26.8817	 	 	 	17.4731	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 


      

      


      (e)           If
the exact Applicable Price and Effective Date are not set forth in the table
above, then:

       

      (i)        
    if the actual Applicable Price is between two prices in
the table or the Effective Date is between two Effective Dates in the table, the
Additional Shares issued upon conversion of the Notes shall be determined by a
straight-line interpolation between the number Additional Shares set forth for
the higher and lower Applicable Prices and/or the earlier and later Effective
Dates in the table, based on a 365-day year, as applicable;

       

      (ii)      
     if the actual Applicable Price is equal to or in
excess of $32.00 per share (subject to adjustment in the same manner as the
Applicable Prices set forth in the table above), no Additional Shares shall be
added to the Conversion Rate; and

       

      (iii)           if
the Applicable Price is equal to or less than $7.44 per share (subject to
adjustment in the same manner as the Applicable Prices set forth in the table
above), no Additional Shares shall be added to the Conversion Rate.

       

      (f)           Notwithstanding
the foregoing, in no event shall the Company increase the Conversion Rate if the
increase shall cause the Conversion Rate to exceed 134.4086 shares per $1,000
principal amount of Notes, subject to adjustment in the same manner and at the
same time as the Conversion Rate as set forth in Section 5.09(a)(1)
through (a)(4) of
the Third Supplemental Indenture.

       

      Section
5.09   Conversion Rate
Adjustments.

       

      (a)           The
Conversion Rate shall be adjusted for the following events:


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      (1)           The
issuance of Common Stock as a dividend or distribution to all holders of Common
Stock, or a subdivision or combination of Common Stock, in which event the
Conversion Rate will be adjusted based on the following formula:

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  OS1

                

              
	 
      	 
      	 
      	 
      	
                OS0

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Open of Business on the
      Ex-Date of such dividend or distribution, or immediately prior to the Open
      of Business on the effective date of such subdivision or combination, as
      applicable;

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Open of Business on such
      Ex-Date or effective date;

              


      

      
        	
                OS
      0

              	
                =

              	
                the
      number of shares of Common Stock outstanding immediately prior to the Open
      of Business on such Ex-Date or effective date;
  and

              


      

      
        	
                OS
      1

              	
                =

              	
                the
      number of shares of Common Stock that would be outstanding immediately
      after, and solely as a result of, such
event.

              


      

       

      Such
adjustment shall become effective immediately after the Open of Business on the
Ex-Date for such dividend or distribution, or immediately after the Open of
Business on the effective date for such subdivision or
combination.  If any dividend or distribution of the type described in
this clause (1) is declared but not so paid or made, or any subdivision or
combination of the type described in this clause (1) is announced by the
outstanding shares of Common Stock are not subdivided or combined, as the case
may be, the Conversion Rate shall be immediately readjusted, effective as of the
date the Board of Directors determines not to pay such dividend or distribution,
or not to subdivide or combine the outstanding shares of Common Stock, as the
case may be, to the Conversion Rate that would then be in effect if such
dividend, distribution, subdivision or combination had not been declared or
announced.

       

      (2)           The
issuance to all holders of Common Stock of rights, options or warrants entitling
them for a period expiring 60 days or less from the date of issuance of such
rights, options or warrants to purchase shares of Common Stock (or securities
convertible into Common Stock) at less than (or having a conversion price per
share less than) the Current Market Price of Common Stock, in which event the
Conversion Rate will be adjusted based on the following formula:

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  OS0+X

                

              
	 
      	 
      	 
      	 
      	
                OS0+Y

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Open of Business on the
      Ex-Date for such issuance;

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Open of Business on such
      Ex-Date;

              


      

      
        	
                OS
      0

              	
                =

              	
                the
      number of shares of Common Stock outstanding immediately prior to the Open
      of Business on such Ex-Date;

              


      


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      
        	
                X

              	
                =

              	
                the
      total number of shares of Common Stock issuable pursuant to such rights,
      options or warrants; and

              


      

      
        	
                Y

              	
                =

              	
                the
      aggregate price payable to exercise such rights, options or warrants
      divided by the average of the Closing Sale Prices of Common Stock for the
      ten consecutive Trading Days ending on the Trading Day immediately
      preceding the Ex-Date.

              


      

       

      Any adjustments made under this clause
(2) shall be made successively whenever any such rights, options or warrants are
issued and shall become effective immediately after the Open of Business on the
Ex-Date for such issuance. To the extent such shares of Common Stock are not
delivered after the expiration of such rights, options or warrants, the
Conversion Rate shall be readjusted to the Conversion Rate that would then be in
effect had the adjustments made upon the issuance of such rights, options or
warrants been made on the basis of the delivery of only the number of shares of
Common Stock actually delivered.  In the event that such rights,
options or warrants are not so issued, the Conversion Rate shall again be
adjusted to be the Conversion Rate that would then be in effect if the Ex-Date
for such issuance had not occurred.

       

      For the purposes of this clause (2), in
determining whether any rights, options or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than (or having a
conversion price per share less than) the Current Market Price of the Common
Stock, and in determining the aggregate offering price of such shares of Common
Stock, there shall be taken into account any consideration received by the
Company for such rights, options or warrants and any amount payable on the
exercise or conversion thereof, with the value of such consideration, if other
than Cash, to be determined in good faith by the Board of
Directors.

       

      (3)           The
dividend or other distribution to all holders of Common Stock of shares of the
Capital Stock (other than Common Stock) or evidences of the Company’s
indebtedness, rights, options or warrants to purchase the Company’s securities,
or the Company’s assets (excluding any dividend, distribution or issuance
covered by clauses (1) or (2) above or (4) or (5) below), in which event the
Conversion Rate will be adjusted based on the following formula:

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  SP0

                

              
	 
      	 
      	 
      	 
      	
                SP0-FMV

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Open of Business on the
      Ex-Date for such dividend or
distribution;

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Open of Business on such
      Ex-Date;

              


      

      
        	
                SP
      0

              	
                =

              	
                the
      Current Market Price of Common Stock;
and

              


      

      
        	
                FMV

              	
                =

              	
                the
      fair market value (as determined in good faith by the Board of Directors),
      on the Ex-Date for such dividend or distribution, of the shares of Capital
      Stock, evidences of indebtedness or assets so distributed, expressed as an
      amount per share of Common Stock.

              


      

       

      If “FMV”
(as defined above) is equal to or greater than “SP0” (as
defined above), in lieu of the foregoing adjustment, each Holder of Notes shall
receive, in respect of each $1,000 principal amount of Notes, at the same time
and upon the same terms as holders of the Common Stock, the amount and kind of
Capital Stock, evidences of its indebtedness, other assets or property of the
Company or rights, options or warrants to acquire the Company’s capital stock or
other securities that such Holder would have received as if such Holder owned a
number of shares of Common Stock equal to the Conversion Rate in effect on the
Ex-Date for the dividend or distribution.


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      Any
adjustment made under the portion of this clause (3) above shall become
effective immediately after the Open of Business on the Ex-Date for such
dividend or distribution.  If such dividend or distribution is not so
paid or made, the Conversion Rate shall be re-adjusted to be the Conversion Rate
that would then be in effect if such dividend or distribution had not been
declared.

       

      If the
transaction that gives rise to an adjustment pursuant to this clause (3) is,
however, one pursuant to which the payment of a dividend or other distribution
on Common Stock consists of shares of capital stock of, or similar equity
interests in, a subsidiary of the Company or other business unit of the Company
(i.e., a spin-off) that
are, or, when issued, will be, traded or quoted on The New York Stock Exchange
or any other national or regional securities exchange or market (a “Spin-off”), then the
Conversion Rate will instead be adjusted based on the following
formula:

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  FMV0+MP0

                

              
	 
      	 
      	 
      	 
      	
                MP0

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Close of Business on
      the last Trading Day of the Valuation Period (as defined
      below);

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Close of Business on the
      last Trading Day of the Valuation
Period;

              


      

      
        	
                FMV
      0

              	
                =

              	
                the
      average of the Closing Sale Prices of the Capital Stock or similar equity
      interests distributed to holders of Common Stock applicable to one share
      of Common Stock over the 10 consecutive Trading-Day period after, and
      including, the third Trading Day immediately following the Ex-Date of the
      Spin-off (the “Valuation
      Period”); and

              


      

      
        	
                MP
      0

              	
                =

              	
                the
      average of the Closing Sale Prices of Common Stock over the Valuation
      Period.

              


      

       

      The
adjustment to the Conversion Rate under the preceding paragraph shall occur on
the last day of the Valuation Period, but shall be given effect as of the Open
of Business on the Ex-Date for the Spin-off.  If the Ex-Date for the
Spin-off is less than 10 Trading Days prior to, and including, the end of the
Cash Settlement Averaging Period in respect of any conversion, references within
this clause (3) with respect to 10 Trading Days shall be deemed replaced, for
purposes of calculating the affected daily Conversion Rates in respect of that
conversion, with such lesser number of Trading Days as have elapsed from, and
including, the Ex-Date for such Spin-off to, and including, the last Trading Day
of such Cash Settlement Averaging Period.

       

      (4)           Dividends
or other distributions consisting exclusively of cash to all holders of Common
Stock, in which event the Conversion Rate will be adjusted based on the
following formula:


      
        
           


        

        
          33

          
            

          

        

        
           


        

      

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  SP0

                

              
	 
      	 
      	 
      	 
      	
                SP0 –
      C

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Open of Business on the
      Ex-Date for such dividend or
distribution;

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Open of Business on such
      Ex-Date;

              


      

      
        	
                SP
      0

              	
                =

              	
                the
      Current Market Price of the Common Stock;
and

              


      

      
        	
                C

              	
                =

              	
                the
      amount in Cash per share the Company distributes to holders of Common
      Stock.

              


      

       

      If “C”
(as defined above) is equal to or greater than “SP0” (as
defined above), in lieu of the foregoing adjustment, each Holder of a Note shall
receive, for each $1,000 principal amount of Notes, at the same time and upon
the same terms as holders of shares of Common Stock, the amount of cash that
such Holder would have received as if such Holder owned a number of shares of
Common Stock equal to the Conversion Rate on the Ex-Date for such cash dividend
or distribution.  Such adjustment shall become effective immediately
after the Open of Business on the Ex-Date for such dividend or
distribution.  In the event that such dividend or distribution is not
so paid or made, the Conversion Rate shall again be adjusted to be the
Conversion Rate that would then be in effect if such dividend or distribution
had not been declared.

       

      (5)           The
Company or one or more subsidiaries of the Company make purchases of Common
Stock pursuant to a tender offer or exchange offer (other than offers not
subject to Rule 13e-4 under the Exchange Act) by the Company or a subsidiary of
the Company for the Common Stock to the extent that the cash and value of any
other consideration included in the payment per share of Common Stock validly
tendered or exchanged exceeds the Closing Sale Price per share of Common Stock
on the Trading Day next succeeding the last date on which tenders or exchanges
may be made pursuant to such tender or exchange offer (the “Expiration Date”), in which
event the Conversion Rate will be adjusted based on the following
formula:

       

      
        	
                CR1

              	
                =

              	
                CR0

              	
                x

              	
                
                  FMV
      + (SP1
      x OS1)

                

              
	 
      	 
      	 
      	 
      	
                OS0 x
      SP1

              


      

      


      where,

       

      
        	
                CR
      0

              	
                =

              	
                the
      Conversion Rate in effect immediately prior to the Close of Business on
      the 10th
      Trading Day immediately following the Expiration
  Date;

              


      

      
        	
                CR
      1

              	
                =

              	
                the
      Conversion Rate in effect immediately after the Close of Business on the
      10th
      Trading Day immediately following the Expiration
  Date;

              


      

      
        	
                FMV

              	
                =

              	
                the
      fair market value (as determined by the Board of Directors), on the
      Expiration Date, of the aggregate value of all Cash and any other
      consideration paid or payable for shares validly tendered or exchanged and
      not withdrawn as of the Expiration Date (the “Purchased
      Shares”);

              


      

      
        	
                OS
      1

              	
                =

              	
                the
      number of shares of Common Stock outstanding as of the last time tenders
      or exchanges may be made pursuant to such tender or exchange offer (the
      “Expiration Time”)
      less any Purchased Shares;

              


      


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      
        	
                OS
      0

              	
                =

              	
                the
      number of shares of Common Stock outstanding at the Expiration Time,
      including any Purchased Shares; and

              


      

      
        	
                SP
      1

              	
                =

              	
                the
      average of the Closing Sale Prices of Common Stock for the 10 consecutive
      Trading Days commencing on, and including, the Trading Day immediately
      following the Expiration Date.

              


      

       

      The adjustment to the Conversion Rate
under this clause (5) shall occur at the Close of Business on the 10th Trading
Day immediately following the Expiration Date, but shall be given effect at the
Open of Business on the Trading Day immediately following the Expiration
Date.  If the Trading Day immediately following the Expiration Date is
less than 10 Trading Days prior to, and including, the end of the Cash
Settlement Averaging Period in respect of any conversion, references within this
clause (5) to 10 Trading Days shall be deemed replaced, for purposes of
calculating the affected daily Conversion Rates in respect of that conversion,
with such lesser number of Trading Days as have elapsed from, and including, the
Trading Day immediately following the Expiration Date to, and including, the
last Trading Day of such Cash Settlement Averaging Period.

      


      In the event that the Company or a
subsidiary of the Company is obligated to purchase shares of Common Stock
pursuant to any such tender offer or exchange offer, but the Company or such
subsidiary is permanently prevented by applicable law from effecting any such
purchases, or all such purchases are rescinded, then the Conversion Rate shall
be re-adjusted to be the Conversion Rate which would then be in effect if such
tender offer or exchange offer had not been made.  Except as set forth
in the preceding sentence, if the application of this Section 5.09(a)(5) to any
tender offer or exchange offer would result in a decrease in the Conversion
Rate, no adjustment shall be made for such tender offer or exchange offer under
this Section 5.09(a)(5).

      


      (b)           In
no event will the Company adjust the Conversion Rate to the extent that the
adjustment would reduce the Conversion Price below the par value per share of
Common Stock.

       

      (c)           Notwithstanding
the foregoing Sections
5.09(a)(1) through (5), if a Conversion Rate
adjustment becomes effective on any Ex-Date as described above, and a Holder
that has converted its Notes on or after such Ex-Date and on or prior to the
related Record Rate would be treated as the record holder of shares of Common
Stock as of the related Conversion Date pursuant to Section 5.04(f) based on the
adjusted Conversion Rate for such Ex-Date, then, notwithstanding the foregoing
Conversion Rate adjustment provisions, the Conversion Rate adjustment relating
to such Ex-Date will not be made for such converting Holder. Instead, such
Holder will be treated as if such Holder were the record owner of shares of
Common Stock on an un-adjusted basis and participate in the related dividend,
distribution or other event giving rise to such adjustment.

       

      (d)           Whenever
any provision of the Third Supplemental Indenture shall require the calculation
of an average of Closing Sale Prices over a span of multiple days, the Company
shall in good faith make appropriate adjustments to account for any adjustment
to the Conversion Rate that becomes effective, or any event requiring an
adjustment to the Conversion Rate where the Ex-Date of the event occurs, at any
time during the period from which the average is to be
calculated.


      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      (e)           Rights,
options or warrants distributed by the Company to all holders of Common Stock
entitling the holders thereof to subscribe for or purchase shares of the
Company’s Capital Stock (either initially or under certain circumstances), which
rights, options 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 Section 5.09 of the Third
Supplemental Indenture (and no adjustment to the Conversion Rate under Section 5.09 of the Third
Supplemental Indenture will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights, options and warrants shall be deemed to
have been distributed and an appropriate adjustment (if any is required) to the
Conversion Rate shall be made under Section 5.09 of the Third
Supplemental Indenture, except as set forth in Section 5.09(e) of the
Third Supplemental Indenture.  If any such right, option or warrant
are subject to events, upon the occurrence of which such rights, options 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 Ex-Date with
respect to new rights, options or warrants with such rights, except as set forth
in Section 5.09(e)
of the Third Supplemental Indenture.  In addition, except as set forth
in Section 5.09(e)
of the Third Supplemental Indenture, in the event of any distribution (or deemed
distribution) of rights, options 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 Rate under Section 5.09 of the Third
Supplemental Indenture was made (including any adjustment contemplated in Section 5.09(e) of the
Third Supplemental Indenture), (1) in the case of any such rights, options
or warrants that shall all have been redeemed or repurchased without exercise by
the holders thereof, the Conversion Rate shall be readjusted upon such final
redemption or repurchase to give effect to such distribution or Trigger Event,
as the case may be, as though it were a Cash distribution, equal to the per
share redemption or repurchase price received by a holder or holders of Common
Stock with respect to such rights, options or warrants (assuming such holder had
retained such rights, options 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, options or warrants that shall have expired or been terminated
without exercise by the holders thereof, the Conversion Rate shall be readjusted
as if such rights, options and warrants had not been issued.

       

      (f)           If
a shareholders rights plan under which any rights are issued (a “Rights Plan”) provides that
each share of Common Stock issued upon conversion of Notes at any time prior to
the distribution of separate certificates representing such rights shall be
entitled to receive such rights, there shall not be any adjustments to the
conversion privilege or Conversion Rate.  If prior to any conversion
of a Note, the rights have separated from the Common Stock, the Conversion Rate
shall be adjusted at the time of separation as if the Company distributed to all
holders of Common Stock, the Company’s assets, debt securities or rights as
described in clause (a)(3) above, subject to readjustment in the event of the
expiration, termination or redemption of such rights.

       

      (g)           No
adjustment shall be made in the Conversion Rate for any of the transactions
described in this Section 5.09 if the
Company makes provisions for Holders to participate in any such transaction
without conversion on a basis and with notice that the Board of Directors
determines to be fair and appropriate.

       

      (h)           Except
in accordance with this Section 5.09, the
Conversion Rate will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock or carrying the
right to purchase any of the foregoing.  No adjustment to the
Conversion Rate shall be made for a change in the par value or no par value of
the Common Stock or any rights to purchase Common Stock pursuant to a Company
plan for reinvestment of dividends.


      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      (i)           Notwithstanding
anything in this Section 5.09 to the
contrary, the Conversion Rate as adjusted in accordance with this Section 5.09 shall not
exceed 134.4086 shares per $1,000 principal amount of Notes, other than on
account of adjustments to the Conversion Rate in the manner set forth in clauses
(a)(1) through (a)(4) of Section 5.09 of the Third
Supplemental Indenture.

       

      (j)           For
purposes of Sections 5.09(a)(1),
(2) and (3) of the Third Supplemental
Indenture, any dividend or distribution to which Section 5.09(a)(3) of the
Third Supplemental Indenture is applicable that also includes shares of Common
Stock, or rights, options 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 indebtedness, assets or shares of Capital Stock other than
such shares of Common Stock or rights, options or warrants (and any Conversion
Rate adjustment required by Section 5.09(a)(3) of the
Third Supplemental Indenture 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, options or warrants (and any further
Conversion Rate adjustment required by Section 5.09 of the Third
Supplemental Indenture with respect to such dividend or distribution shall then
be made), except any shares of Common Stock included in such dividend or
distribution shall not be deemed “outstanding immediately prior to the Open of
Business on such Ex-Date.”

       

      (k)           No
adjustment shall be made to the Conversion Rate unless the adjustment would
result in a change of at least 1% of the Conversion Rate; provided that any adjustments
that are less than 1% of the Conversion Rate shall be carried forward and such
carried forward adjustments, regardless of whether the aggregate adjustment is
less than 1%, shall be made (a) annually, on the anniversary of the first
date of issue of the Notes, and otherwise (b) (i) five Business Days prior to
the Stated Maturity of the Notes or (ii) five Business Days prior to the
Conversion Rights Termination Date or any Repurchase Date, unless such
adjustment has already been made.

       

      (l)           The
Company may from time to time, to the extent permitted by law and subject to
applicable rules of The New York Stock Exchange, increase the Conversion Rate of
the Notes by any amount for any period of at least 20 days.  Whenever
the Conversion Rate is increased pursuant to the preceding sentence, the Company
shall give Holders at least 15 days notice prior to the date the increased
Conversion Rate takes effect, and such notice shall state the increased
Conversion Rate and the period during which it will be in effect.

       

      (m)           The
Company may make such increases in the Conversion Rate, in addition to those set
forth above, as the Board of Directors deems advisable, including to avoid or
diminish any income tax to holders of the 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.

       

      (n)           For
purposes of this Section 5.09, the number of shares of Common Stock at any
time outstanding shall not include shares held, directly or indirectly, by the
Company, but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      (o)           In
any case in which this Section 5.09 provides
that an adjustment shall become effective immediately after (1) the Open of
Business on the Ex-Date for an event or (2) the Open of Business on the
Trading Day immediately following the Expiration Date pursuant to Section 5.09(a)(5) of the
Third Supplemental Indenture (each a “Determination Date”), the
Company may elect to defer, until the later of the date the adjustment to the
Conversion Rate can be definitively determined and the occurrence of the
applicable 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 or assets issuable upon such conversion, or cash in lieu
thereof, by reason of the adjustment required by such Adjustment Event over and
above the Common Stock issuable upon such conversion, or cash in lieu thereof,
before giving effect to such adjustment and (y) paying to such Holder any
amount in cash in lieu of any fraction pursuant to Section 5.05 of the Third
Supplemental Indenture.  For purposes of this Section 5.09(o), the term
“Adjustment Event” shall
mean:

       

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

       

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

       

      Section
5.10  Effect of
Recapitalization, Reclassification and Changes to the Common
Stock.

       

      If any of
the following events occur:

       

      (i)        
    any recapitalization, reclassification or change of the
outstanding share of Common Stock (other than changes resulting from a
subdivision or combination to which Section 5.09(a)(1) of the
Third Supplemental Indenture applies),

       

      (ii)      
     any consolidation, merger or combination involving
the Company,

       

      (iii)           any
sale or conveyance to a third party of all or substantially all of the Company’s
assets, or

       

      (iv)           any
statutory share exchange,

       

      in each
case as a result of which the Common Stock would be converted into, or exchanged
for, stock, other securities, other property or assets (including cash or any
combination thereof), then, at the effective time of the transaction, the right
to convert a Note shall be changed into a right to convert such Note into the
kind and amount of shares of stock, other securities or other property or assets
(including cash or any combination thereof) that a holder of a share of Common
Stock would have owned or been entitled to receive (the “Reference Property”) upon such
transaction; provided,
that at and after the effective time of the transaction (a) the Company shall
continue to have the right to determine the form of consideration to be paid or
delivered, as the case may be, upon conversion of such Notes, pursuant to Section 5.04 of the Third
Supplemental Indenture and (b)(x) any amount payable in cash upon conversion of
the Notes pursuant to Section
5.04 of the Third Supplemental Indenture shall continue to be payable in
cash, (y) any shares of Common Stock that the Company would have been required
to deliver upon conversion of the Notes pursuant to Section 5.04 of the Third
Supplemental Indenture shall instead be deliverable in the amount and type of
Reference Property that a Holder of that number of shares of Common Stock would
have received in such transaction and (z) the Closing Sale Price and the Daily
VWAP of the Common Stock for purposes of Section 5.04 of the Third
Supplemental Indenture shall be calculated based on the value of a unit of
Reference Property that a Holder of one share of Common Stock would have
received in such transaction.  In the event holders of Common Stock
have the opportunity to elect the form of consideration to be received in such
transaction, the type and amount of consideration that Holders of Notes would
have been entitled to receive shall be deemed to be the weighted average of the
types and amounts of consideration received by the holders of Common
Stock.  The Company hereby agrees not to become a party to any such
transaction unless its terms are consistent with the foregoing. Any supplemental
indenture (which shall comply with the Trust Indenture Act as in force at the
date of execution of such supplemental indenture if such supplemental indenture
is then required to so comply) shall provide for adjustments which shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article Five.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      The above
provisions of this Section 5.10 shall
similarly apply to successive reclassifications, changes, consolidations,
mergers, binding share exchanges, combinations, sales and
transfers.

       

      If this
Section 5.10
applies to any event or occurrence, Section 5.09 of the Third
Supplemental Indenture shall not apply.

       

      Section
5.11  Exchange in Lieu of
Conversion. Notwithstanding anything herein to the
contrary, when a Holder surrenders Notes for conversion, the Company may direct
the Conversion Agent to surrender, on or prior to the second Business Day
immediately following the applicable Conversion Date, such Notes tendered for
conversion to a financial institution (the “Financial
Institution”) designated
by the Company for exchange in lieu of conversion. In order to accept any Notes
surrendered for conversion, the Financial Institution must agree to deliver, in
exchange for the Notes, cash, shares of Common Stock or a combination of cash
and shares of Common Stock, as applicable, equal to the consideration due upon
conversion in accordance with Section 5.04 above. By the Close of Business on the
second Business Day immediately following the applicable Conversion Date, the
Company shall notify the Holder surrendering Notes for conversion that it has
directed the Financial Institution to make an exchange in lieu of conversion and
such Financial Institution shall be required to notify the Conversion Agent
whether it will deliver, upon exchange, cash, shares of Common Stock or a
combination of cash and shares of Common Stock, as applicable, due in respect of
such conversion.

       

      If the
Financial Institution accepts any such Notes, it shall deliver cash, shares of
Common Stock, or combination of cash and Common Stock, as applicable, if any, to
the Conversion Agent, and the Conversion Agent shall deliver such cash, shares
of Common Stock, or combination of cash and Common Stock, as applicable, to the
Holder who has tendered such Notes for conversion on the date such consideration
would otherwise be due as set forth in Section 5.04(e) of the Third
Supplemental Indenture. Any Notes exchanged by the Financial Institution shall
remain Outstanding.  If the Financial Institution agrees to accept any
Notes for exchange but does not timely deliver the related consideration, or if
the Financial Institution does not accept the Notes for exchange, the Company
shall, as promptly as practical thereafter, convert such Notes and pay or
deliver, as the case may be, into cash, shares of Common Stock, or a combination
of cash and shares of Common Stock, if any, as provided in Section 5.04
above.

       

      The
Company’s designation of a Financial Institution to which the Notes may be
submitted for exchange does not require the Financial Institution to accept any
Notes (unless the Financial Institution has separately made an agreement with
the Company). The Company may, but shall not be obligated to, pay any
consideration to, or otherwise enter into any agreement with, the Financial
Institution for or with respect to such designation.

      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      Section
5.12  Notice
of Adjustment.  Whenever the Conversion Rate is adjusted, the
Company shall promptly mail to Holders a notice of the
adjustment.  The Company shall file with the Trustee and the
Conversion Agent such notice and an Officers’ Certificate briefly stating the
facts requiring the adjustment and the manner of computing it.  The
certificate shall be conclusive evidence that the adjustment is
correct.  Neither the Trustee nor any Conversion Agent shall be under
any duty or responsibility with respect to any such certificate except to
exhibit the same to any Holder desiring inspection thereof.

       

      Section
5.13  Company Determination
Final.  The Company shall be responsible for making all
calculations called for hereunder and under the Notes.  These
calculations include, but are not limited to, the Daily Settlement Amount, Daily
Conversion Value, Daily Measurement Value, the Closing Sale Price, the Daily
VWAP, the Conversion Date, the Current Market Value, the Conversion Price, the
applicable Conversion Rate, the number of shares of Common Stock, if any, to be
issued upon conversion of the Notes and the Cash Settlement Averaging
Period.  The Company shall make all these calculations in good faith
and, absent manifest error, the Company’s calculations will be final and binding
on Holders.  The Company shall provide a schedule of the Company’s
calculations to the Trustee, and the Trustee is entitled to rely upon the
accuracy of the Company’s calculations without independent
verification.

       

      Section
5.14  Trustee’s Adjustment
Disclaimer.  The Trustee has no duty to determine when an
adjustment under this Article
Five should be made, how it should be made or what it should be nor shall
the Trustee have any duty or responsibility to confirm or verify any calculation
called for hereunder or under the Notes.  The Trustee has no duty to
determine whether a supplemental indenture under Section 5.10 of the Third
Supplemental Indenture need be entered into or whether any provisions of any
supplemental indenture are correct.  The Trustee shall not be
accountable for and makes no representation as to the validity or value of any
securities or assets issued upon conversion of Notes.  The Trustee
shall not be responsible for the Company’s failure to comply with this Article Five.  Each
Conversion Agent shall have the same protection under this Section 5.14 as the
Trustee.

       

      Section
5.15 Withholding Taxes
for Adjustments in Conversion Rate.  The Company may, at its
option, set-off withholding taxes due with respect to Notes against payments of
Cash and Common Stock on the Notes to the extent required by law.  In
the case of any such set-off against Common Stock delivered upon conversion of
the Notes, such Common Stock shall be valued at the Closing Sale Price of the
Common Stock on the date of setoff.

       

      ARTICLE
SIX

       

      CONSOLIDATION,
MERGER AND SALE OF ASSETS

       

      Section
6.01  Company May Consolidate,
Etc., Only on Certain Terms

       

      . The
Company shall not consolidate with or merge into any other Person, and the
Company shall not sell, convey, assign, transfer, lease or otherwise dispose of
all or substantially all of the Company’s properties and assets to another
Person unless:

       

      (a)           the
Person formed by such consolidation or into which the Company is merged or the
Person which acquires by sale, conveyance, assignment, transfer or other
disposition, or which leases all or substantially all of the properties and
assets of the Company (in each case, if other than the Company), shall be an
entity organized and existing under the laws of the United States of America or
any state thereof or the District of Columbia, and shall expressly assume, by a
supplemental indenture executed and delivered to the Trustee, in form and
substance reasonably satisfactory to Trustee, all of the Company’s obligations
under the Notes and the Indenture, as supplemented and amended
by the Third Supplemental Indenture; and


      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      (b)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing.

       

      The
Trustee may receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any such consolidation, merger or sale, conveyance,
assignment, transfer, lease or other disposition, and any such assumption,
complies with the provisions of this Article Six.

       

      Section
6.02  Successor
Substituted

       

      Section
6.03. Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any sale, conveyance, assignment, transfer, lease or
other disposition of all or substantially all of the Company’s assets in
accordance with Section 6.01, the
successor Person (if not the Company) formed by such consolidation or into which
the Company is merged or to which such sale, conveyance, assignment, transfer,
lease or other disposition is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under the Indenture, as
supplemented and amended by the Third Supplemental Indenture, with the same
effect as if such successor Person had been named as the Company herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under the Indenture, as supplemented
and amended by the Third Supplemental Indenture, and the Notes.

       

      ARTICLE
SEVEN

       

      MISCELLANEOUS
PROVISIONS

       

      Section
7.01  The Third Supplemental Indenture is executed by the Company, and by
the Trustee upon the Company’s request, pursuant to the provisions of
Section 9.01 of the Indenture, and the terms and conditions hereof shall be
deemed to be part of the Indenture for all purposes.  The Indenture,
as supplemented and amended by the Third Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.  Notwithstanding the
foregoing, to the extent that any of the terms of the Third Supplemental
Indenture are inconsistent with, or conflict with, the terms of the Indenture,
the terms of the Third Supplemental Indenture shall govern.

       

      Section
7.02  The Third 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
7.03  The Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Company.  The Trustee makes no representations and shall have no
responsibility as to the validity or sufficiency of the Third Supplemental
Indenture or the due authorization and execution hereof by the
Company.

       

      Section
7.04  The Third Supplemental Indenture and each Note shall be deemed
to be a contract made under the laws of the State of New York and for all
purposes shall be governed and construed in accordance with the laws of said
state, without regard to its principles of conflict of laws.


      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      Section
7.05  The Corporate Trust Office of the Trustee as on the date of the
Third Supplemental Indenture is:

       

      101
Barclay Street, Floor 8 West

      New York,
New York 10286

      Attention:  Corporate
Trust Administration.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties hereto have caused the Third Supplemental Indenture to be duly executed
by their respective officers thereunto duly authorized as of the day and year
first above written.

       

      
        	 
      	
                FORD
      MOTOR COMPANY

              
	 	 
	 
      	
                By

              	
                /s/ David M. Brandi

              
	 
      	 
      	
                Name:
      David M. Brandi

              
	 
      	 
      	
                Title:
      Assistant Treasurer

              


      


      
        
           


        

        
          43

          
            

          

        

        
           


        

      

       

      
        	 
      	
                THE
      BANK OF NEW YORK MELLON

              
	 	 	 
	 
      	
                By

              	
                /s/ Mary Miselis

              
	 
      	 
      	
                Name:
      Mary Miselis

              
	 
      	 
      	
                Title:  Vice
      President

              


      


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      EXHIBIT A

       

      [EXCEPT
AS OTHERWISE PROVIDED IN SECTION 2.05 OF THE INDENTURE, THIS SECURITY MAY BE
TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITORY
OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY.]

       

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

      


      


      


      


      FORD
MOTOR COMPANY

       

      4.25%
SENIOR CONVERTIBLE NOTE DUE NOVEMBER 15, 2016

       

      __________________________________

       

      CUSIP No.
345370 CN8

       

      ISIN
US345370CN85

       

      
        	
                $[
      __________ ]

              	
                No.
      R-[ ___ ]

              


      

      


      FORD
MOTOR COMPANY, a corporation duly organized and existing under the laws of the
State of Delaware (herein called the “Company,” which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [ __________ ] or registered
assigns, the principal sum of [ __________ ] ($[ __________ ]) on
November 15, 2016, or such lesser amount as may be indicated on Schedule A
hereto, unless earlier redeemed, repurchased or converted as herein provided,
and to pay interest thereon from November 9, 2009, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 of each year, commencing May
15, 2010, at the rate of 4.25% per annum, until the principal hereof is paid or
made available for payment or converted.  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 May 1 or
November 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
Close of Business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the 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 said Indenture.


      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      Interest
on this Security shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.  If interest or principal is payable on a day
that is not a Business Day, the Company shall make the payment on the next
Business Day, and no interest will accrue as a result of the delay in
payment.

       

      Payment
of the principal of (and premium, if any, on) and any such interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, the City and State of New York 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 and in immediately available
funds; provided, however, that each
installment of interest on this Security may, at the option of the Company, be
paid by mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto, to the address of such Person as it appears on
the Security Register or by wire transfer to an account of the Person entitled
thereto as such account shall be provided to the Security Registrar and shall
appear on the Security Register.

       

      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.

       

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

       

      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.


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
Company has caused this Global Security to be signed by its Chairman of the
Board, or its President, or one of its Executive Vice Presidents, or one of its
Group Vice Presidents, or one of its Vice Presidents, and by its Treasurer or
one of its Assistant Treasurers, or its Secretary or one of its Assistant
Secretaries, manually or in facsimile, and a facsimile of its corporate seal to
be imprinted hereon.

       

      Dated:

       

      [Corporate
Seal]

       

      
        	 
      	 
      	 	
                FORD
      MOTOR COMPANY

              
	 	 	 	 
	 	 	 	 
	 
      	 
      	 	
                By

              	 
      
	 
      	 
      	 	 
      	
                Name:

              
	 
      	 
      	 	 
      	
                Title:

              
	 
      	 
      	 	
                By

              	 
      
	 
      	 
      	 	 
      	
                Name:

              
	 
      	 
      	 	 
      	
                Title:

              
	
                Attest:

              	 
      	 	 
      	 
      


      


      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      TRUSTEE’S
CERTIFICATE OF AUTHENTICATION

       

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

       

      
        	 
      	
                THE
      BANK OF NEW YORK MELLON

              
	 	 	 
	 	 	 
	 
      	 
      	
                as
      Trustee

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

      Dated:

       

      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      [REVERSE
SIDE OF NOTE]

       

      Ford
Motor Company

       

      
        	
                1.

              	
                Indenture

              


      

       

      This
Security is one of a duly authorized issue of securities of the Company,
designated as its 4.25% Senior Convertible Notes due November 15, 2016 (herein
called the “Securities”), issued
and to be issued in one or more series under an Indenture, dated as of
January 30, 2002 (herein called the “Indenture”), between
the Company and The Bank of New York Mellon (as successor trustee to JPMorgan
Chase Bank), as Trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture with respect to the series of
which this Security is a part), as supplemented by the Third Supplemental
Indenture, dated as of November 9, 2009 (the “Supplemental
Indenture”), between the Company and the Trustee, to which Indenture, the
Supplemental Indenture and all other 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 a Global Security of
the series designated on the face hereof, initially limited in aggregate
principal amount to $2,875,000,000.  All terms used in this Global
Security which are defined in the Indenture or the Supplemental Indenture shall
have the meanings assigned to them in the Indenture or the Supplemental
Indenture, as applicable.  In the event of any inconsistency between
the Indenture and the Supplemental Indenture, the Supplemental Indenture shall
govern. In the event of any inconsistency between this Security and the
Indenture or the Supplemental Indenture, as the case may be, the Indenture or
the Supplemental Indenture, as the case may be, shall govern.

       

      The
Company may, without the consent of the Holders hereof, issue additional
Securities having the same ranking and the same interest rate, maturity,
conversion rate and other terms as the Securities.  Any additional
Securities will, together with the Securities, constitute a single series under
the Indenture, and such additional Securities shall be fungible with the
Securities initially issued for U.S. federal income tax purposes.  No
additional securities may be issued as part of the same series if an Event of
Default has occurred and is continuing with respect to the
Securities.

       

      
        	
                2.

              	
                Paying Agent,
      Conversion Agent and Security
Registrar

              


      

       

      Initially,
the Trustee will act as Paying Agent, Conversion Agent, Bid Solicitation Agent
and Security Registrar.  The Company may appoint and change any Paying
Agent, Conversion Agent, Security Registrar or co-registrar without notice,
other than notice to the Trustee.  The Company or any of its
Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion
Agent, Bid Solicitation Agent, Security Registrar or
co-registrar.  The Company may maintain deposit accounts and conduct
other banking transactions with the Trustee in the normal course of
business.


      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      
        	
                3.

              	
                Redemption at the
      Option of the Company

              


      

       

      The
Securities of this series are not redeemable by the Company at its option prior
to the Conversion Rights Termination Date. Beginning on the Conversion Rights
Termination Date and on any Business Day thereafter, the Securities of this
series are subject to redemption upon not less than 30 nor more than 60 days’
prior notice given in the manner provided in the Indenture and the Supplemental
Indenture at a redemption price equal to 100% of the principal amount to be
redeemed together with accrued and unpaid interest thereon, up to, but not
including, the Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at the Close of
Business on the relevant Regular Record Dates referred to on the face hereof,
all as provided in the Indenture and the Supplemental Indenture.

       

      In the
event of redemption of this Security in part only, a new Security or Securities
of this series for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.

       

      
        	
                4.

              	
                [Reserved]

              


      

       

      
        	
                5.

              	
                Repurchase at the
      Option of the Holder upon the Occurrence of a Designated
      Event

              


      

       

      Subject
to the terms and conditions of the Supplemental Indenture, if there shall have
occurred a Designated Event that does not constitute a Change in Control, each
Holder shall have the right, at such Holder’s option, to require the Company to
repurchase for shares of Common Stock (or such other consideration into which
the shares of Common Stock have been converted or exchanged in connection with
such Designated Event) all or any portion of such Holder’s Securities not
previously repurchased or called for redemption in integral multiples of $1,000
principal amount on a date selected by the Company as specified in
Article Four of the Supplemental Indenture, at a Repurchase Price equal to
100% of the principal amount of the Securities to be purchased, plus accrued and
unpaid interest to, but not including, the Repurchase Date, as set forth, and
subject to satisfaction by or on behalf of the Holder of the requirements set
forth, in Article Four of the Supplemental Indenture.

       

      
        	
                6.

              	
                Repurchase at the
      Option of the Holder upon a Change in
  Control

              


      

       

      Subject
to the terms and conditions of the Supplemental Indenture, if there shall have
occurred a Change in Control, each Holder shall have the right, at such Holder’s
option, to require the Company to repurchase for cash all or any portion of such
Holder’s Securities not previously repurchased or called for redemption in
integral multiples of $1,000 principal amount on a date selected by the Company
as specified in Article Four of the Supplemental Indenture, at a Repurchase
Price equal to 100% of the principal amount of the Securities to be repurchased,
plus accrued and unpaid interest to, but not including, the Repurchase Date, as
set forth, and subject to satisfaction by or on behalf of the Holder of the
requirements set forth, in Article Four of the Supplemental
Indenture.


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      
        	
                7.

              	
                Conversion

              


      

       

      Subject
to the terms of the Supplemental Indenture, including without limitation the
Company’s right to terminate the conversion rights as provided in
Section 5.02 of the Supplemental Indenture, upon satisfaction of one or
more of the conditions set forth in Section 5.01 of the Supplemental Indenture,
the Holder of this Security may, at any time and from time to time, convert this
Security or any portion of the principal amount thereof that is in an integral
multiple of $1,000 into shares of Common Stock at the Conversion Rate (initially
107.5269 shares of Common Stock for each $1,000 principal amount of Securities,
subject to adjustment, in certain instances as provided in Section 5.09 of
the Supplemental Indenture, and further subject to increases in certain
instances, as provided in Section 5.08 of the Supplemental Indenture) as
provided in Article Five of the Supplemental Indenture; provided, however, the
Company may satisfy its obligation with respect to any conversion by delivering
Common Stock, cash or a combination of cash and Common Stock as described in
Section 5.04 of the Supplemental Indenture.  The Conversion Rate for
the Securities on any Conversion Date shall be determined as set forth in the
Supplemental Indenture.  Upon conversion of this Security, the Company
shall, subject to the terms of the Supplemental Indenture, deliver the
consideration due upon conversion within the time periods set forth in
Section 5.04 of the Supplemental Indenture.

       

      The
Company may, in accordance with the terms set forth in the Supplemental
Indenture, irrevocably elect to satisfy its Conversion Obligation with a
combination of Cash and shares of Common Stock, in which case the Company shall
settle all conversions occurring after the date of such Irrevocable Election as
if the Company has elected Combination Settlement with a Specified Dollar Amount
equal to $1,000 per $1,000 principal amount of Notes to be
converted.

       

      No
fractional shares will be issued upon conversion of a Security; the Company
shall deliver cash in lieu of any fractional share of Common Stock as provided
in Section 5.05 of the Supplemental Indenture.

       

      To
convert a Security, a Holder must fulfill the conditions set forth in
Section 5.03 of the Supplemental Indenture.

       

      The
Conversion Rate will be adjusted as set forth in Article Five of the
Supplemental Indenture.

       

      
        	
                8.

              	
                Defeasance

              


      

       

      From and
after the Conversion Rights Termination Date, the Notes shall be subject to the
defeasance provisions set forth in Article Fourteen of the
Indenture.

       

      
        	
                9.

              	
                Event of
      Default

              


      

       

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


      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      
        	
                10.

              	
                Amendment and
      Waiver

              


      

       

      The
Indenture and Supplemental Indenture permit, 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
this series under the Indenture and the Supplemental Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of this
series.  The Indenture and Supplemental Indenture also contain
provisions permitting the Holders of specified percentages in principal amount
of the Outstanding Securities of this series, on behalf of the Holders of all
Outstanding Securities of this series, to waive compliance by the Company with
certain provisions of the Indenture and Supplemental Indenture and certain past
defaults under the Indenture and Supplemental Indenture and their
consequences.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.  The Company and
the Trustee may amend the Indenture and the Supplemental Indenture under certain
circumstances without the consent of the Holders, as described in the Indenture
and the Supplemental Indenture.

       

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

       

      
        	
                11.

              	
                Miscellaneous

              


      

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
particularly the limitation set forth in Section 2.05(b) of the Indenture,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any, on) and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.

       

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

       

      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.

       

      Upon the
occurrence of an event described in Section 2.05(c) of the Indenture, the
Holder hereof shall surrender this Global Security to the Trustee for
cancellation whereupon, in accordance with said Section 2.05(c), the
Company will execute and the Trustee will authenticate and deliver Notes in
definitive registered form without coupons, in denominations of $1,000 and any
integral multiple thereof, and in an aggregate principal amount equal to the
aggregate principal amount of this Global Security in exchange for this Global
Security.

       

      Notwithstanding
any other provision of the Indenture or the Supplemental Indenture, so long as
the Securities are in the form of Global Securities, the parties to the
Indenture and the Supplemental Indenture and the Holders of such Securities
shall be bound at all times by the applicable procedures of the
Depository.


      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY

       

      The
initial principal amount of this Global Security is
[             ]
($[                ]).  The
following exchanges of a part of this Global Security for an interest in another
Global Security, or exchanges of a part of another Global Security for an
interest in this Global Security, or for Notes in certificated form, have been
made:

       

      
        	
                
                  Date
      of Exchange

                

              	 	
                
                  Amount
      of

                  decrease
      in

                  Principal
      Amount

                  of
      this Global

                  Security

                

              	 	
                
                  Amount
      of

                  increase
      in

                  Principal
      Amount

                  of
      this Global

                  Security

                

              	 	
                
                  Principal
      Amount

                  of
      this Global

                  Security
      following

                  such
      decrease (or

                  increase)

                

              	 	
                
                  Signature
      of

                  authorized
      officer

                  of
      Trustee or

                  Custodian

                

              


      

       

      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      ASSIGNMENT
FORM

       

      To assign
this Security, fill in the form below:

       

      FOR VALUE
RECEIVED, the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto _____________________ (Please insert social security or other
Taxpayer Identification No. of assignee) the within Security and all rights
thereunder, and hereby irrevocably constitutes and appoints
_____________________ attorney to transfer said Security on the books of the
Ford Motor Company with full power of substitution in the premises.

       

      Please
print or typewrite name and address including zip code of assignee:

       

      By:                                                                                                           


       

      Date:                                                                                                           


       

      Your

      Signature:                                                                                                           


       

      (Sign
exactly as your name appears on the other side of this Security)

       

      *Signature

      guaranteed
by:                                                                                                           


       

      
        	
                *

              	
                The
      signature must be guaranteed by an institution which is a member of one of
      the following recognized signature guaranty programs: (i) the
      Securities Transfer Agent Medallion Program (STAMP), (ii) the New
      York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange
      Medallion Program (SEMP); or (iv) such other guaranty program
      acceptable to the Trustee.

              


      

       

      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      CONVERSION
NOTICE

       

      Ford
Motor Company

      4.25%
Senior Convertible Note due November 15, 2016

      CUSIP
No. 345370 CN8

      ISIN
No. US345370CN85

      


      To
convert this 4.25% SENIOR CONVERTIBLE NOTE DUE NOVEMBER 15, 2016 issued by Ford
Motor Company, check the box:  

       

      To
convert only part of this Security, state the principal amount to be converted
(which must be $1,000 or an integral multiple of $1,000 principal
amount):  $ __________________________

       

      If you
want the stock certificate, if any, made out in another person’s name or the
Cash paid to another person, fill in the form below (NOT FOR USE BY DTC
PARTICIPANTS):

       

       

        
          

        

      

      (Insert
other person’s soc. sec. or tax ID no.)

       

       

        
          

        

      

      (Print or
type other person’s name, address and zip code)

       

      and
irrevocably appoint _____________________ agent to transfer this Security on the
books of the Company.  The agent may substitute another to act for him
or her.

       

      USE THE FOLLOWING ONLY FOR
GLOBAL BOOK ENTRY DTC PARTICIPANTS

       

      Please
designate your DTC Participant’s name and Participant Number and provide contact
information below:

       

      Name of
DTC Participant:                                                                                                                                

       

      DTC
Participant Number:                                                                                                                                

       

      Client
Reference No.(optional):                                                                                                                                

       

      DTC
Participant Contact Information

       

      Name:                                                                                                                     

       

      Telephone
No.:                                                        Facsimile
No.:                                                                

       

      Email:                                                                                                                     

       

      Date:                                                                                                                     

       

      Your
Signature:                                                                                                                                

       

      (Sign
exactly as your name appears on the other side of this Security or as an
authorized DTC Participant representative)

       

      *Signature
guaranteed
by:                                                                                                                                

       

      The
signature must be guaranteed by an institution which is a member of one of the
following recognized signature guaranty programs:  (i) the
Securities Transfer Agent Medallion Program (STAMP), (ii) the New York Stock Exchange Medallion Program
(MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such
other guaranty program acceptable to the Trustee.


      
        
           


        

        
          55

          
            

          

        

        
           


        

      

       

      REPURCHASE
NOTICE UPON A DESIGNATED EVENT OR CHANGE IN CONTROL

       

      Ford
Motor Company

      4.25%
Senior Convertible Note due November 15, 2016

      CUSIP
No. 345370 CN8

      ISIN
No. US345370CN85

       

      
        	
                TO:

              	
                FORD
      MOTOR COMPANY

              


      

      THE BANK
OF NEW YORK MELLON

      


      The
undersigned registered owner of this 4.25% SENIOR CONVERTIBLE NOTE DUE NOVEMBER
15, 2016 hereby irrevocably acknowledges receipt of a notice from Ford Motor
Company (the “Company”)
regarding the right of Holders to elect to require the Company to repurchase the
Securities upon the occurrence of a Designated Event or Change in Control, as
the case may be, and requests and instructs the Company pursuant to
Section 4.01 of the Supplemental Indenture to repurchase the entire
principal amount of this Security, or portion thereof (which is $1,000 principal
amount or an integral multiple thereof) designated below, in accordance with the
terms of the Indenture and the Supplemental Indenture at the price of 100% of
the principal amount or proportional portion thereof, together with accrued and
unpaid interest to, but not including, the Repurchase Date, to the registered
holder hereof.  Capitalized terms used herein but not defined shall
have the meanings ascribed to such terms in the Supplemental Indenture referred
to in such Securities.  The Securities shall be repurchased by the
Company as of the Repurchase Date pursuant to the terms and conditions specified
in the Supplemental Indenture.

       

      Security
Certificate Number (if applicable):                                                                                                                                

       

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

       

      Social
Security or Other Taxpayer Identification Number:                                                                                                                                

       

      USE THE FOLLOWING ONLY FOR
GLOBAL BOOK ENTRY DTC PARTICIPANTS

       

      Please
designate your DTC Participant’s name and Participant Number and provide contact
information below:

       

      Name of
DTC Participant:                                                                                                                                

       

      DTC
Participant Number:                                                                                                                                

       

      Client
Reference No.(optional):                                                                                                                                

       

      DTC
Participant Contact Information

       

      Name:                                                                                                                     

       

      Telephone
No.:                                                        Facsimile
No.:                                                                

       

      Email:
                                                                                                                     

       

      Date:                                                                                                                     

       

      Your
Signature:                                                                                                                                

       

      (Sign
exactly as your name appears on the other side of this Security or as an
authorized DTC Participant representative)

       

      *Signature
guaranteed
by:                                                                                                                                

       

      The
signature must be guaranteed by an institution which is a member of one of the
following recognized signature guaranty programs:  (i) the
Securities Transfer Agent Medallion Program (STAMP), (ii) the New York
Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion
Program (SEMP); or (iv) such other guaranty program acceptable to the
Trustee

       

       

      56