Exhibit 4.2


FIRST SUPPLEMENTAL INDENTURE

BETWEEN

WEST PHARMACEUTICAL SERVICES, INC.

AND

U.S. BANK NATIONAL ASSOCIATION

DATED AS OF MARCH 14, 2007

4.00% CONVERTIBLE JUNIOR

SUBORDINATED DEBENTURES DUE 2047


















Table
of Contents


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
   

  	
  Definition of Terms.

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II TERMS OF THE DEBENTURES

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
   

  	
  Designation and Principal Amount.

  	
   

  	
  12

  
	
  Section 2.2

  	
   

  	
  Issue Date; Maturity. .

  	
   

  	
  12

  
	
  Section 2.3

  	
   

  	
  Place of Payment and Surrender for Registration of
  Transfer.

  	
   

  	
  13

  
	
  Section 2.4

  	
   

  	
  Registered Securities; Form; Denominations;
  Depositary.

  	
   

  	
  13

  
	
  Section 2.5

  	
   

  	
  Interest.

  	
   

  	
  13

  
	
  Section 2.6

  	
   

  	
  Optional Deferral of Interest.

  	
   

  	
  14

  
	
  Section 2.7

  	
   

  	
  Redemption. The Debentures will not be subject to
  redemption.

  	
   

  	
  16

  
	
  Section 2.8

  	
   

  	
  Automatic Conversion.

  	
   

  	
  16

  
	
  Section 2.9

  	
   

  	
  Events of Default.

  	
   

  	
  17

  
	
  Section 2.10

  	
   

  	
  Covenant Breaches.

  	
   

  	
  18

  
	
  Section 2.11

  	
   

  	
  Designation of Depositary.

  	
   

  	
  21

  
	
  Section 2.12

  	
   

  	
  Definitive Form of Debentures.

  	
   

  	
  21

  
	
  Section 2.13

  	
   

  	
  Conversion at the Option of the Holder.

  	
   

  	
  21

  
	
  Section 2.14

  	
   

  	
  Exercise of Conversion Right.

  	
   

  	
  21

  
	
  Section 2.15

  	
   

  	
  Adjustment for Interest or Dividends.

  	
   

  	
  23

  
	
  Section 2.16

  	
   

  	
  Cash Payments in Lieu of Fractional Shares

  	
   

  	
  24

  
	
  Section 2.17

  	
   

  	
  Conversion Rate.

  	
   

  	
  24

  
	
  Section 2.18

  	
   

  	
  Effect of Reclassification, Consolidation, Merger or
  Sale.

  	
   

  	
  33

  
	
  Section 2.19

  	
   

  	
  Taxes on Shares Issued.

  	
   

  	
  34

  
	
  Section 2.20

  	
   

  	
  Reservation of Shares, Shares to be Fully Paid;
  Compliance with Governmental Requirements; Listing of Common Stock.

  	
   

  	
  34

  
	
  Section 2.21

  	
   

  	
  Conversion-Related Notices by the Company.

  	
   

  	
  35

  
	
  Section 2.22

  	
   

  	
  Make-Whole Fundamental Change.

  	
   

  	
  36

  
	
  Section 2.23

  	
   

  	
  Alternative Conversion Right Upon a Fundamental
  Change.

  	
   

  	
  38

  
	
  Section 2.24

  	
   

  	
  Modification of Indenture.

  	
   

  	
  41

  
	
  Section 2.25

  	
   

  	
  Sinking Fund.

  	
   

  	
  43

  
	
  Section 2.26

  	
   

  	
  Tax Treatment.

  	
   

  	
  43

  
	
  Section 2.27

  	
   

  	
  Rights Distributions

  	
   

  	
  43

  
	
  Section 2.28

  	
   

  	
  Defeasance.

  	
   

  	
  43

  
	
  Section 2.29

  	
   

  	
  Execution.

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III COVENANTS

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
   

  	
  Limitation on Payments

  	
   

  	
  43

  
	
  Section 3.2

  	
   

  	
  Alternative Payment Mechanism.

  	
   

  	
  45

  
	
  Section 3.3

  	
   

  	
  Covenant Against Repurchases.

  	
   

  	
  48

  
	
  Section 3.4

  	
   

  	
  Responsibility of Trustee for Conversion Provisions.

  	
   

  	
  48

  
						



 













 


	
  ARTICLE IV SUBORDINATION

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
   

  	
  Agreement to Subordinate.

  	
   

  	
  49

  
	
  Section 4.2

  	
   

  	
  Liquidation, Dissolution, Bankruptcy.

  	
   

  	
  49

  
	
  Section 4.3

  	
   

  	
  Default on Senior Indebtedness of the Company.

  	
   

  	
  49

  
	
  Section 4.4

  	
   

  	
  When Distribution Must Be Paid Over.

  	
   

  	
  50

  
	
  Section 4.5

  	
   

  	
  Subrogation.

  	
   

  	
  50

  
	
  Section 4.6

  	
   

  	
  Relative Rights.

  	
   

  	
  50

  
	
  Section 4.7

  	
   

  	
  Subordination May Not Be Impaired by Company.

  	
   

  	
  51

  
	
  Section 4.8

  	
   

  	
  Rights of Trustee and Paying Agent.

  	
   

  	
  51

  
	
  Section 4.9

  	
   

  	
  Distribution or Notice to Representative.

  	
   

  	
  51

  
	
  Section 4.10

  	
   

  	
  Article IV Not to Prevent Events of Default or Limit
  Right to Accelerate.

  	
   

  	
  51

  
	
  Section 4.11

  	
   

  	
  Trust Moneys Not Subordinated.

  	
   

  	
  52

  
	
  Section 4.12

  	
   

  	
  Trustee Entitled to Rely.

  	
   

  	
  52

  
	
  Section 4.13

  	
   

  	
  Trustee to Effectuate Subordination.

  	
   

  	
  52

  
	
  Section 4.14

  	
   

  	
  Trustee Not Fiduciary for Holders of Senior
  Indebtedness of the Company.

  	
   

  	
  52

  
	
  Section 4.15

  	
   

  	
  Reliance by Holders of Senior Indebtedness of the
  Company on Subordination Provisions.

  	
   

  	
  53

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V MISCELLANEOUS

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
   

  	
  Ratification of Indenture.

  	
   

  	
  53

  
	
  Section 5.2

  	
   

  	
  Governing Law.

  	
   

  	
  53

  
	
  Section 5.3

  	
   

  	
  Capital Replacement.

  	
   

  	
  53

  
	
  Section 5.4

  	
   

  	
  Severability.

  	
   

  	
  54

  
	
  Section 5.5

  	
   

  	
  Counterparts.

  	
   

  	
  54

  
	
  Section 5.6

  	
   

  	
  The Trustee. .

  	
   

  	
  54

  
	
  Exhibit A

  	
   

  	
  Form of Debenture

  	
   

  	
  A-1

  



 


 


















FIRST SUPPLEMENTAL INDENTURE, dated as of March 14,
2007 (this “First Supplemental Indenture”), between WEST PHARMACEUTICAL
SERVICES, INC., a Delaware corporation (the “Company”) and U.S. BANK
NATIONAL ASSOCIATION, as Trustee (the “Trustee”), supplementing the
Subordinated Indenture, dated as of March 14, 2007, between the Company and the
Trustee (the “Base Indenture,” together with this First Supplemental
Indenture, the “Indenture”).


WHEREAS, the Company executed and delivered the Base
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (hereinafter generally
called the “Securities,” and individually, a “Security”) to be
issued in one or more series as may be determined by the Company under the Base
Indenture from time to time, in an unlimited aggregate principal amount which
may be authenticated and delivered as provided in the Base Indenture;


WHEREAS, pursuant to the terms of this First
Supplemental Indenture, the Company desires to provide for the establishment of
a new series of Securities to be known as the “4.00% Convertible Junior
Subordinated Debentures due 2047” (the “Debentures”), the form and
substance of such Debentures and the terms, provisions and conditions thereof
to be as set forth in the Indenture;


WHEREAS, the Company has requested that the Trustee
execute and deliver this First Supplemental Indenture; and


WHEREAS all requirements necessary to make this First
Supplemental Indenture a valid instrument in accordance with its terms (and to
make the Debentures, when duly executed by the Company and duly authenticated
and delivered by the Trustee, the valid and enforceable obligations of the
Company) have been performed, and the execution and delivery of this First
Supplemental Indenture have been duly authorized in all respects.


NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE
WITNESSETH:


For and in consideration of the premises and the
purchase of Debentures by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportional benefit of all Holders of Debentures, as
follows:


ARTICLE I


DEFINITIONS


Section 1.1             Definition of Terms.


Unless the context otherwise requires:


(a)           a term not defined herein that is
defined in the Base Indenture has the same meaning when used herein as is given
thereto in the Base Indenture;


 













 


(b)           a term defined anywhere in this First
Supplemental Indenture has the same meaning throughout;


(c)           definitions made herein in the
singular also apply to the term defined as used in the plural and vice versa;


(d)           unless otherwise specified, any
reference to a Section or Article is to a Section or Article of this First
Supplemental Indenture;


(e)           headings are for convenience of
reference only and do not affect interpretation; and


(f)            the following terms have the
following meanings:


“2% Issuance Cap” has the meaning set forth in
Section 3.2(c).


“Additional Shares” has the meaning set forth
in Section 2.22.


“Asset Sale Make-Whole Fundamental Change”
means any sale, transfer, lease, conveyance or other disposition of all or
substantially all of the property or assets of the Company, or of all or
substantially all of the property or assets of the Company and the Subsidiaries
on a consolidated basis, to any “person” or “group” (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act), including any group acting for
the purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act.


“Automatic Conversion Date” has the meaning set
forth in Section 2.8(b).


“Available for Issuance” has the following
meanings: (a) Qualifying Preferred Stock “Available for Issuance,” shall
be determined at any time, by (i) deducting from the number of the Company’s
authorized and unissued shares of preferred stock the maximum number of such
shares that can be issued under existing reservations and commitments under
which the Company is able to determine such maximum number and (ii) allocating
remaining authorized shares of preferred stock on a pro rata basis, or such
other basis as the Company determines is appropriate, the remaining available
shares to the Alternative Payment Mechanism and to any other similar commitment
that is of an indeterminate nature and under which the Company is then required
to issue shares; (b) Common Stock “Available for Issuance” shall be
determined at any time by subtracting from the number of the Company’s
authorized and unissued shares of Common Stock the number of those shares of
Common Stock that the Company is unable to issue due to their reservation for
other purposes.


“Base Indenture” has the meaning set forth in
the Recitals.


“Business Day” means any day which is not a
Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies located in New York City are authorized or obligated by law to
close.


 



 2
 









 


“Change in Control” has the meaning set forth
in 2.23(f).


“Closing Sale Price” of any share of Common
Stock on any Trading Day means the closing sale price per share (or if no closing
sale price is reported, the average of the closing bid and ask prices or, if
more than one in either case, the average of the average closing bid and the
average closing ask prices) on such Trading Day as reported on the principal
United States securities exchange on which such Common Stock is traded or, if
such Common Stock is not listed on a United States national or regional
securities exchange, as reported by the National Quotation Bureau
Incorporated.  In the absence of such
quotation, but only with respect to the Company’s Common Stock, the Closing
Sale Price will be an amount determined in good faith by the Company’s Board of
Directors to be the fair value of such Common Stock, and such determination
shall be conclusive.


If during a period applicable for calculating Closing
Sale Price, a distribution, subdivision, combination or other transaction or
event occurs that requires an adjustment to the Conversion Rate pursuant to
Section 2.18 of the First Supplemental Indenture and the relevant Ex-Dividend
Date is not the second Trading Day immediately prior to the related Record Date
or date fixed for the determination of the shareholders entitled to receive a
distribution, Closing Sale Price shall be calculated for such period in a
manner determined by the Company to appropriately reflect the impact of such
distribution, subdivision or combination on the price of the Common Stock
during such period.


“Commercially Reasonable Efforts” to sell
Qualifying Securities in accordance with the Alternative Payment Mechanism
means commercially reasonable efforts by the Company to complete the offer and
sale of Qualifying Securities to third parties that are not affiliates of the
Company in public offerings or private placements. The Company will not be
excused from its obligations under the Alternative Payment Mechanism if it
determines not to pursue or complete the sale of Qualifying Securities due to
pricing, dividend rate or dilution considerations.


“Common Stock” means the common stock, $0.25
par value per share, of the Company, or such other capital stock of the Company
into which the Company’s common stock is reclassified or changed.


“Common Stock Change Make-Whole Fundamental Change”
means any transaction or series of related transactions (other than a Listed Stock
Business Combination), in connection with which (whether by means of an
exchange offer, liquidation, tender offer, consolidation, amalgamation,
statutory arrangement, merger, combination, reclassification, recapitalization,
asset sale, lease of assets or otherwise) the Common Stock is exchanged for,
converted into, acquired for or constitutes solely the right to receive other
securities, other property, assets or cash.


“Company” has the meaning set forth in the
Recitals.


 



 3
 









 


“Compounded Interest” means additional interest
on any accrued and unpaid interest, to the extent permitted by applicable law,
at the Debenture Interest Rate compounded semi-annually.


“Controlled Subsidiary” means any corporation
in which the Company owns, directly or indirectly, more than 50% of the voting
stock or other voting interests.


“Conversion Date” has the meaning set forth in
Section 2.14.


“Conversion Price” means, on any day, $1,000
divided by the Conversion Rate in effect on that day.


“Conversion Rate” has the meaning set forth in
Section 2.17.


“Covenant Breach” means a default in the
performance, or breach, of any covenant or warranty of the Company in this
Indenture (other than an Event of Default as defined in Section 2.9(a) hereof
or a covenant or warranty that has been included solely for the benefit of
Securities of another series), and a continuance of such default or breach for
a period of 90 days after there has been given, by registered or certified
mail, to the Company by the Trustee, or to the Company and the Trustee by the
Holders of a majority in principal amount of the Outstanding Debentures, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default.”


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


“Current Stock Market Price” of the Company’s
Common Stock on any date for this purpose will be the closing sale price per
share (or if no closing 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 that date as reported in composite transactions by
the New York Stock Exchange or, if the Company’s Common Stock is not then
listed on the New York Stock Exchange, as reported by the principal U.S.
securities exchange on which the Company’s Common Stock is traded or quoted. If
the Company’s Common Stock is not either listed or quoted on any U.S.
securities exchange on the relevant date, the “Current Stock Market Price” will
be the last quoted bid price for the Company’s Common Stock in the
over-the-counter market on the relevant date as reported by the National
Quotation Bureau or similar organization. If the Company’s Common Stock is not
so quoted, the “Current Stock Market Price” will be the average of the
mid-point of the last bid and ask prices for the Company’s Common Stock on the
relevant date from each of at least three nationally recognized independent
investment banking firms selected by the Company for this purpose.


“Custodian” means the Trustee, as custodian
with respect to the Debentures in global form, or any successor entity thereto.


 



 4
 









 


“Debenture Interest Rate” has the meaning set
forth in Section 2.5(a).


“Debentures” has the meaning set forth in the
Recitals.


“Deferred Interest” means all interest deferred
pursuant to Section 2.6, as then accrued and unpaid, together with Compounded
Interest thereon.


“Deferred Interest Additional Shares” has the
meaning set forth in Section 2.15(c).


“Distributions” means, as to any security or
combination of securities, dividends, interest payments or other income
distributions to the holders thereof that are not Subsidiaries of the Company.


“DTC” means The Depository Trust Company, a New
York corporation, and its successors.


“Effective Date” has the meaning specified in
Section 2.22(b).


“Eligible proceeds” means, for each relevant
interest payment date, the net proceeds (after underwriters’ or placement
agents’ fees, commissions or discounts and other expenses relating to the
issuance or sale) the Company received during the 180-day period prior to that
Interest Payment Date from the issuance or sale of Qualifying Securities (in
the case of Qualifying Preferred Stock, up to the Preferred Stock Issuance
Cap), in each case to persons that are not affiliates of the Company.


“Event of Default” has the meaning set forth in
Section 2.9(a).


“Exchange Property” has the meaning set forth
in Section 2.17(b).


“Exchange Property Value” has the meaning set
forth in Section 2.17(c).


“Ex-Dividend Date” means the first date on
which the Company’s Common Stock trades on the applicable exchange or in the
applicable market, “regular way,” without the right to receive a relevant
issuance or distribution.


“Fair Market Value” means the amount which a
willing buyer would pay a willing seller in an arm’s-length transaction, as
conclusively determined in good faith by the Board of Directors.


“Final Maturity Date” has the meaning set forth
in Section 2.2.


“First Supplemental Indenture” has the meaning
set forth in the Recitals.


“Foregone Interest” has the meaning set forth
in Section 2.6(f).


“Fundamental Change” has the meaning set forth
in Section 2.23(f).


 



 5
 









 


“Fundamental Change Notice Date” has the
meaning set forth in Section 2.23(a).


“Fundamental Change Option” has the meaning set
forth in Section 2.23(a).


“Fundamental Change Option Period” has the
meaning set forth in Section 2.23(a).


“GAAP” means, at any date or for any period,
U.S. generally accepted accounting principles, as in effect on such date or for
such period.


“Global Debenture” has the meaning set forth in
Section 2.4(a).


“Indenture” has the meaning set forth in the
Recitals.


“Interest Payment Date” has the meaning set
forth in Section 2.5(a).


“Interest Payment Period” means any semi-annual
period during which interest accrues pursuant to this Indenture.


“Issue Date” means March 14, 2007.


“Junior Debt Securities” means debt securities
that rank, upon liquidation, junior to the Debentures.


“Legally Binding Replacement Covenant”
generally means a covenant made by the Company to the effect that the Company
will only fund repurchases or other acquisitions of Debentures for cash, or
make certain other cash payments in respect of the Debentures, out of the
proceeds received by the Company or one of the Subsidiaries from the sale of
replacement securities that are as or more equity-like than the Debentures,
within six months of the purchase, acquisition or other payment.


“Make-Whole Fundamental Change” means an Asset Sale Make-Whole
Fundamental Change or a Common
Stock Change Make-Whole Fundamental Change.


“Mandatory Trigger Provision” means provisions
in the terms of the applicable security or the transaction agreements relating
thereto that:


(a) due to a failure to satisfy one or more financial
tests set forth in the terms of such securities or related transaction
agreements, require or permit the Company to make payments in respect of
interest or distributions on such securities only pursuant to the issuance and
sale of permitted types of securities (such as Common Stock, warrants,
Preferred Stock or other equity-like securities);


 



 6
 









 


(b) prohibit the Company from repurchasing any of the
Company’s Common Stock or other equity or equity-like securities prior to a
specified date after the Company applies the net proceeds of the sales
described in clause (a) to pay such unpaid interest or distributions; and


(c) upon any liquidation, dissolution, winding up,
reorganization or in connection with any insolvency, receivership or proceeding
under any bankruptcy law with respect to the Company, limit claims of holders
of such securities in respect of distributions that accumulate during a period
in which the Company fails to satisfy one or more financial tests set forth in
the terms of such securities or related transaction agreements.


“Market Disruption Event” means the occurrence
or existence of any of the following events or sets of circumstances:


(i)            the
Company may not issue Qualifying Securities without obtaining the consent or approval
of a regulatory body (including, without limitation, any securities exchange)
or governmental authority, and the Company has used commercially reasonable
efforts to obtain such consent or approval but such consent or approval has not
been obtained;


(ii)           the
Company does not have sufficient Common Stock Available for Issuance to raise
sufficient Eligible Proceeds to pay the interest payments on the Debentures and
the Company has used commercially reasonable efforts to obtain the consent or
approval of its stockholders to increase the amount of its authorized Common
Stock but such consent or approval has not been obtained; provided that the
Market Disruption Event described in this clause (ii) shall not relieve the
Company of its obligation to issue the number of shares of Qualifying Preferred
Stock and to issue the number of Qualifying Warrants for which the Company has
Common Stock Available for Issuance, and to apply the proceeds thereof in
partial payment of Deferred Interest;


(iii)          trading
in securities generally or Common Stock or Preferred Stock on the principal
exchange on which the Common Stock or Preferred Stock is then listed and traded
(as of the date hereof, in the case of the Common Stock, the NYSE) has been
suspended or the settlement of such trading generally has been materially
disrupted;


(iv)          (a)
(1) the United States has become engaged in hostilities, (2) there has been an
escalation in hostilities involving the United States or (3) there has been a
declaration of a national emergency or war by the United States or (b) there
has occurred any material adverse change in (1) domestic or international
economic, political or financial conditions (including from terrorist
activities) or (2) the effect of international conditions on the financial
markets in the United States that, in any of the circumstances described in
clauses (a) or (b) of this clause, materially disrupts or otherwise has a
material adverse effect on trading in, or the issuance and sale of, Qualifying
Securities;


 



 7















(v)           a
material disruption has occurred or a banking moratorium has been declared in
commercial banking or securities settlement or clearance services, and such
disruption or moratorium materially disrupts or otherwise has a material
adverse effect on trading in, or the issuance and sale of, Qualifying
Securities;


(vi)          minimum
or maximum prices have been fixed, or maximum ranges for prices of securities
are required on the NYSE or by the Commission or another governmental authority
which, in either case, materially disrupts or otherwise has a material adverse
effect on trading in, or the issuance and sale of, Qualifying Securities;


(vii)         an
event occurs and is continuing as a result of which the offering document for
the offer and sale of Qualifying Securities would, in the Company’s reasonable
judgment, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and either (1) the disclosure of that event at such
time, in the Company’s reasonable judgment, would have a material adverse
effect on the Company’s business or (2) the disclosure relates to a previously
undisclosed proposed or pending material development or business transaction,
the disclosure of which would impede the Company’s ability to consummate such
transaction, provided that no single suspension period contemplated by this
clause (vii) shall exceed 90 consecutive days and multiple suspension periods
contemplated by this subsection may not exceed an aggregate of 90 days in any
180-day period; or


(viii) the Company reasonably believes that the
offering document for the offer and the sale of its Qualifying Securities would
not be in compliance with a rule or regulation of the Commission (for reasons
other than those described in clause (vii) above) and the Company is unable to
comply with such rule or regulation or such compliance is unduly burdensome,
provided that no single suspension period described in this clause (viii) shall
exceed 90 consecutive days and multiple suspension periods described in this
clause (viii) shall not exceed an aggregate of 90 days in any 180-day period.


“Maximum Share Cap” has the meaning set forth
in Section 3.2.


“Non-Cumulative Perpetual Preferred” means
perpetual Preferred Stock (which may or may not be redeemable by the Company)
with respect to which the Company may elect to defer or skip any number of
periodic Distributions without any remedy arising under the terms of the
securities or related agreements in favor of the holders, other than one or
more Permitted Remedies.


“NYSE” mean the New York Stock Exchange, Inc.


“Optional Deferral Period” has the meaning set
forth in Section 2.6(a).


“Outstanding” has the meaning set forth in
Section 1.01 of the Base Indenture.



 8
 









“Parity Debt Securities” means debt securities
that rank, upon liquidation, pari passu with the Debentures.


“Parity Guarantees” means guarantees that rank,
upon liquidation, pari passu with the Debentures.


“Permitted Remedies” means, with respect to any
Preferred Stock, one or more of the following remedies:


(a)           rights
in favor of the holders of such securities permitting such holders to elect one
or more directors of the Company (including any such rights required by the
listing requirements of any stock or securities exchange on which such
securities may be listed or traded);


(b)           complete
or partial prohibitions on the Company paying Distributions on or repurchasing
Common Stock or other securities that rank, upon liquidation, pari passu with
or junior to such securities for so long as Distributions on such securities,
including unpaid Distributions, remain unpaid; and


(c)           an
alternative payment mechanism similar to the Alternative Payment Mechanism.


“Preferred Stock” means preferred stock of the
Company.


“Preferred Stock Cap” has the meaning set forth
in Section 3.2(a)


“Qualifying
Preferred Stock” means Preferred Stock issued by the Company, up to
the Preferred Stock Issuance Cap, on such terms as the Company may establish,
or depositary shares representing interests in such Preferred Stock.  The Company may, at a later date at its
option and without the consent of Holders, amend the definition of  Qualifying Preferred Stock to impose
additional criteria in order for Preferred Stock to qualify as Qualifying
Preferred Stock.  These criteria may
include, but need not be limited to, one or more of the following:


(a)           a requirement that the Preferred
Stock be Non-Cumulative Perpetual Preferred Stock;


(b)           a requirement that the Preferred
Stock be subject to a Legally Binding Replacement Covenant;


(c)           a requirement that the Preferred
Stock be subject to a Replacement Capital Intention;


(d)           a requirement that the Preferred
Stock be subject to a Mandatory Trigger Provision; and


(e)           a requirement that the Preferred
Stock be subject to no remedies other than Permitted Remedies.



 9
 









“Qualifying Securities” initially means
Qualifying Warrants and Qualifying Preferred Stock.  The Company may, at a later date at its
option and without the consent of Holders, amend the definition of Qualifying
Securities to add the Company’s Common Stock as Qualifying Securities.


“Qualifying
Warrants” are net share settled warrants to purchase the Company’s
Common Stock that have an exercise price greater than the Current Stock Market
Price of the Company’s Common Stock as of their date of issuance, that the
Company is not entitled to redeem for cash and that the holders of such
warrants are not entitled to require the Company to repurchase for cash in any
circumstance.


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


“Reference Dividend Amount” has the meaning set forth
in Section 2.17(f).


“Regular Quarterly Cash Dividend” shall mean
any regular quarterly cash dividend paid in a single quarterly installment or
any combination of cash dividends paid in any calendar quarter that are
designated by the Company pursuant to a resolution of the Board of Directors as
being portions of the Company’s regular quarterly cash dividend and that are
paid in lieu of a single regular quarterly cash dividend (provided that, in the
case of a regular quarterly cash dividend paid in portions, the aggregate
amount of such portions is no greater than the regular quarterly cash dividend
paid in the immediately preceding calendar quarter).


“Regular Record Date” has the meaning set forth
in Section 2.5(d).


“Replacement Capital Intention” means a public
statement of intention by the Company, in filings made by the Company with the
Commission, to the effect that the Company will only fund repurchases or other
acquisitions of the Debentures for cash, or make certain other cash payments in
respect of the Debentures, out of the proceeds received by the Company or one
of the Subsidiaries from the sale of replacement securities that are as or more
equity-like than the Debentures, within six months of the purchase, acquisition
or other payment.


“Representative” means any trustee, agent or
representative (if any) for an issue of Senior Indebtedness of the Company.


“Securities” or “Security” has the
meaning set forth in the Recitals.


“Senior Indebtedness” means the principal of,
premium, if any, and interest on:



 10
 









(a)           all indebtedness of the Company,
whether outstanding on the date of the issuance of the Debentures or thereafter
created, incurred or assumed, which is for money borrowed, or which is
evidenced by a note, bond, indenture or similar instrument;


(b)           all of the Company’s obligations
under leases required or permitted to be capitalized under GAAP;


(c)           all of the Company’s reimbursement
obligations with respect to any letter of credit, banker’s acceptance, security
purchase facility or similar credit transactions;


(d)           all of the Company’s conditional
sales agreements or agreements or obligations to pay deferred purchase prices,
other than in the ordinary course of business;


(e)           all of the Company’s obligations
under interest rate swap agreements, interest rate cap agreements, interest
rate collar agreements and other agreements or arrangements designed to protect
against fluctuations in interest rates or foreign exchange rates;


(f)            all obligations of the types
referred to in clauses (a) through (e) above of another Person, the payment of
which the Company is responsible or liable for as obligor, guarantor or
otherwise; and


(g)           amendments, modifications, renewals,
extensions, deferrals and refundings of any of the above types of indebtedness.


Senior Indebtedness shall
continue to be Senior Indebtedness and to be entitled to the benefits of the
subordination provisions of this First Supplemental Indenture irrespective of
any amendment, modification or waiver of any term of the Senior Indebtedness,
or any extension or renewal of the Senior Indebtedness.  Notwithstanding anything to the contrary in
the foregoing, Senior Indebtedness shall not include (i) trade accounts payable
or indebtedness incurred for the purchase of goods, materials or property, or
for services obtained in the ordinary course of business or for other
liabilities arising in the ordinary course of business, (ii) any indebtedness
which by its terms is expressly made pari passu with
or subordinated to the Debentures or (iii) obligations of the Company owed to
its Subsidiaries.


“Stock Price” has the meaning set forth in
Section 2.22(b).


“Termination of Trading” has the meaning set
forth in Section 2.23(f).


“Trading Day” in respect of the Common Stock or
any other security means a day during which trading in securities generally
occurs on the New York Stock Exchange or, if the Common Stock is not listed on
the New York Stock Exchange, on the principal other national or regional securities
exchange on which the Common Stock is then listed or, if the Common Stock is
not listed on a national or regional securities



 11
 









exchange, on Nasdaq or, if the Common Stock is not
quoted on Nasdaq, on the principal other market on which the Common Stock is
then traded.


“Trigger Event” has the meaning set forth in
Section 2.17.


“Trustee” has the meaning set forth in the
Recitals.


“Volume-Weighted Average Price” per share of
the Company’s Common Stock on a Trading Day is the means the volume-weighted
average price per share of the Company’s Common Stock on the NYSE (or such
other national securities exchange or automated quotation system on which the
Common Stock is then listed or authorized for quotation or, if not so listed or
authorized for quotation, an amount determined in good faith by the Company’s
Board of Directors to be the Fair Market Value of the Common Stock, which
determination shall be conclusive) from 9:30 A.M. to 4:00 P.M., New York City
time, on that Trading Day, as displayed by Bloomberg or such other comparable
service determined in good faith by the Company that has replaced Bloomberg.


“Voting Stock” of any Person means the total
outstanding voting power of all classes of the Capital Stock of such Person
entitled to vote generally in the election of directors of such Person.


ARTICLE II


TERMS OF THE DEBENTURES


Pursuant to Section 3.01 of the Base Indenture, the
Debentures are hereby established with the following terms and other
provisions:


Section 2.1             Designation and Principal Amount.


(a)           There is hereby authorized a series
of Securities designated the “4.00% Convertible Junior Subordinated Debentures
due 2047,” in the initial aggregate principal amount of $172,500,000.


(b)           The Company may, from time to time,
subject to compliance with any other applicable provisions of this Indenture
but without the consent of the Holders of Debentures, create and issue pursuant
to this Indenture an unlimited principal amount of additional Debentures (in
excess of any amounts theretofore issued) having the same terms and conditions
as those of the other Outstanding Debentures, except that any such additional
Debentures (i) may have a different issue date and issue price from other
Outstanding Debentures and (ii) may have a different date from which interest shall
accrue and amount of interest payable on the first Interest Payment Date after
issuance than other Outstanding Debentures. 
Such additional Debentures shall constitute part of the same series of
Debentures hereunder.


Section 2.2             Issue Date; Maturity.  The Debentures shall mature on March 15, 2047
(the “Final Maturity Date”), except in the case of (a) prior conversion



 12
 









pursuant to Section 2.8 and Section 2.13 or (b) the
occurrence and continuation of an Event of Default as a result of which the
Debentures are accelerated prior to maturity.


Section 2.3             Place of Payment and Surrender
for Registration of Transfer. 
Payment of principal of and interest on the Debentures shall be made,
the transfer of Debentures will be registrable and Debentures will be exchangeable
for Debentures of other denominations of a like aggregate principal amount at
the office or agency of the Trustee maintained for such purpose, initially the
Corporate Trust Office.  Payment of any
principal and interest on Debentures issued as Global Debentures shall be
payable by the Company through the Paying Agent to the Depositary in
immediately available funds.  At the
Company’s option, interest on Debentures issued in physical form may be payable
(i) by a U.S. dollar check drawn on a bank in The City of New York mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register, or (ii) upon application to the Security Registrar not later
than 10 days before the Interest Payment Date by a Holder of Debentures having
an aggregate principal amount in excess of $2,000,000, by wire transfer in
immediately available funds, which application shall remain in effect until the
Holder of Debentures notifies, in writing, the Security Registrar to the
contrary.


Section 2.4             Registered Securities; Form;
Denominations; Depositary.


(a)           The Debentures shall be issued in
fully registered form as registered Securities and shall be initially issued in
the form of one or more permanent Global Debentures (the “Global Debentures”),
in the form of Exhibit B hereto.  The
Debentures shall not be issuable in bearer form.  The terms and provisions contained in the
Global Debentures shall constitute, and are hereby expressly made, a part of
the Indenture, and the Company and the Trustee, by their execution and delivery
of the Indenture, expressly agree to such terms and provisions and to be bound
thereby.


(b)           The Debentures shall be issued in
denominations of $1,000 and whole multiples thereof.


Section 2.5             Interest.


(a)           The Debentures will accrue interest
at a rate per annum of 4.00% (the “Debenture Interest Rate”) of the
principal amount of $1,000 per Debenture, payable, subject to the provisions of
Section 2.6, semi-annually in arrears on March 15 and September 15 of each year
(each, an “Interest Payment Date”), commencing on September 15, 2007.


(i)                            The amount of
interest payable for any Interest Payment Period will be computed as follows:


(1)                                           for
any full Interest Payment Period, on the basis of a 360-day year of 12 30-day
months;


(2)                                           for
any period shorter than a full Interest Payment Period, on the basis of 30-day
months; and



 13















(3)            for
any period shorter than a 30-day month, on the basis of the actual number of
days elapsed in that period.


(ii)                           In the event that any
Interest Payment Date is not a Business Day, payment of the interest payable on
such Interest Payment Date shall be made on the next succeeding day that is a
Business Day without any interest or other payment in respect of any such
delay.


(b)           Interest will accrue and compound
semi-annually at the Debenture Interest Rate from and including the date of
initial issuance or the last Interest Payment Date in respect of which interest
has been paid or duly provided for, as applicable, to but excluding the next
succeeding Interest Payment Date on which the interest is actually paid, the
Conversion Date or the Final Maturity Date, as the case may be.


(c)           Interest not paid on any Interest
Payment Date, including any interest deferred during any Optional Deferral
Period, will accrue and compound semi-annually at the Debenture Interest Rate,
to the extent permitted by applicable law. 
Subject to Section 2.5(a)(ii), such interest shall accrue and compound
to the date that it is actually paid.


(d)           For so long as the Debentures are
held in book-entry-only form, interest shall be paid on each Interest Payment
Date to the Person in whose name a given Debenture is registered in the
Security Register at 5:00 p.m., New York City time, on the last Business Day
prior to the Interest Payment Date (each such date a “Regular Record Date”).  In the event that the Debentures are no
longer held in book-entry-only form or are not represented by Global
Securities, the Company may select different Regular Record Dates, which must
each be at least one Business Days before the relevant Interest Payment Dates.


Section 2.6             Optional Deferral of Interest.


(a)           Subject to Section 3.2, as long as no
Event of Default has occurred and is continuing, the Company shall have the
right at any time and from time to time, to defer payments of interest on the
Debentures by extending the Interest Payment Period on the Debentures for a
period not exceeding 10 years, in the aggregate, following the Interest Payment
Date on which interest was deferred (an “Optional Deferral Period”).  During an Optional Deferral Period, Deferred
Interest on the Debentures shall not be due and payable, but will continue to
accrue and compound semi-annually at the Debenture Interest Rate.


(b)           An Optional Deferral Period shall
terminate on such date as all accrued and unpaid interest, together with
Compounded Interest, if any, has been paid by the Company, provided that in no
event shall an Optional Deferral Period extend beyond the date which is 10
years following the commencement of the Optional Deferral Period, beyond the
Automatic Conversion Date or beyond the Final Maturity Date of the Debentures.  Upon termination of an Optional Deferral
Period, the Company may commence a new Optional Deferral Period, subject to the
other conditions in this Section



 14
 









2.6, there being no limit to the number of such new
Optional Deferral Periods the Company may elect.


(c)           During an Optional Deferral Period,
the Company shall be subject to the covenants set forth in Section 3.1.


(d)           The Company shall give written notice
of its election to defer payments of interest on the Debentures for an Optional
Deferral Period, which such notice shall be irrevocable, at least 15 and not
more than 60 days prior to the first Interest Payment Date during such Optional
Deferral Period as follows:


(i)            by first class mail, postage
prepaid, addressed to the Holders of Debentures; or


(ii)           as to any Global Debenture registered
in the name of DTC or its nominee, by e-mail, fax, or any other manner as
agreed to by the Company and the Holders of any such Global Debenture.


A copy of any such notice to Holders of Debentures or
Global Debentures, if given by the Company, shall be mailed or delivered to the
Trustee at the same time.


(e)           The Company shall give written notice
to the Holders of Debentures, with a copy to the Trustee, of its election to
terminate an Optional Deferral Period at least 15 days but not more than 60
days prior to the Interest Payment Date upon which the Optional Deferral Period
shall terminate and all Deferred Interest shall be paid.


(f)            By acquiring a Debenture or an
interest therein, each Holder or beneficial owner of a Debenture, as the case
may be, agrees that if there is an Event of Default pursuant to Section
2.9(a)(iv) prior to the Final Maturity Date, the Automatic Conversion Date or
conversion of the Debentures, any unpaid Deferred Interest, or Compounded Interest
thereon, in excess of the amount of such interest that is equal to two years of
accrued and unpaid interest (including Compounded Interest on the two earliest
years of Deferred Interest) on the Debentures (the “Foregone Interest”)
shall not be due and payable and no such Holder or beneficial owner will have
any claim for, and thus any right to receive, such Foregone Interest; provided
that such limitation shall not reduce the amounts holders of Senior
Indebtedness would have been entitled to receive in the absence thereof.  Subject to the foregoing, any Deferred
Interest will in all events be due and payable upon the Final Maturity Date.


(g)           At the termination of any Optional
Deferral Period, the Company shall pay all Deferred Interest then accrued and
unpaid, together with Compounded Interest, on the Interest Payment Date on
which such Optional Deferral Period terminates. 
Unless otherwise terminated pursuant to Section 2.6(e), an Optional
Deferral Period will be deemed to terminate upon any acceleration of the Final
Maturity Date.


(h)           In no event shall any Optional
Deferral Period (i) exceed 10 consecutive years following the first Interest
Payment Date on which any interest payment was deferred pursuant to Section
2.6, (ii) unless Deferred Interest is satisfied



 15
 









using the Alternative Payment Mechanism, end on a date
other than an Interest Payment Date, (iii) extend beyond the Automatic
Conversion Date or (iv) extend beyond the Final Maturity Date.  For purposes of determining compliance with
the foregoing limitation on any Optional Deferral Period, (x) only when all
Deferred Interest has been paid shall any Optional Deferral Period end; and (y)
after the commencement of an Optional Deferral Period, the period from the
first Interest Payment Date for which interest is deferred pursuant to Section
2.6 and ending on the date on which all Deferred Interest, including Compounded
Interest, is paid in full, shall be included for purposes of calculating the
length of an Optional Deferral Period.


Section 2.7             Redemption.  The Debentures will not be subject to
redemption.


Section 2.8             Automatic Conversion.


(a)           At any time on or after March 20,
2012, the Company shall have the right, at its option, to cause the Debentures,
in whole but not in part, to be automatically converted into a number of whole
shares of Common Stock at the Conversion Rate then in effect, with any
resulting fractional shares of Common Stock to be settled in accordance with
Section 2.16 hereof (an “Automatic Conversion”). The Company may
exercise its right to cause an Automatic Conversion pursuant to this
Section 2.8 only if the Closing Sale Price of the Common Stock has
exceeded 150% of the then prevailing Conversion Price for at least 20 Trading
Days in any consecutive 30 Trading Day period, including the last Trading Day
of such 30 Trading Day period, ending on the Trading Day prior to the Company’s
issuance of a press release, as described in Section 2.8(b) hereof,
announcing the Company’s exercise of its right to cause Automatic Conversion.


(b)           To exercise its right to call an
Automatic Conversion described in Section 2.8(a) hereof, the Company must
issue a press release, in compliance with Section 1.6 of the Base Indenture,
prior to the close of business on the first Trading Day following any date on
which the conditions described in Section 2.8(a) hereof are met,
announcing such an Automatic Conversion. The Company shall also give notice by
mail, in accordance with Section 1.6 of the Base Indenture, to the Holders,
with a copy to the Trustee, (not more than four Business Days after the date of
the press release) of the election to call an Automatic Conversion. The
conversion date will be a date selected by the Company (the “Automatic
Conversion Date”) and will be no more than 15 days after the date on which
the Company issues the press release described in this Section 2.8(b).


(c)           In addition to any information
required by applicable law or regulation, the press release and notice of an
Automatic Conversion described in Section 2.8(b) shall state, as
appropriate: (a) the Automatic Conversion Date; (b) the number of shares of
Common Stock to be issued upon conversion of each $1,000 principal amount of
Debentures; (c) the principal amount of Debentures to be converted; and (d)
that interest on the Debentures to be converted will cease to accrue on the
Automatic Conversion Date.



 16
 









(d)           On and after the Automatic Conversion
Date, interest will cease to accrue on the Debentures called for an Automatic
Conversion, all rights of Holders will terminate (except for the right to
receive the whole shares of Common Stock issuable upon conversion thereof at
the Conversion Rate then in effect and cash in lieu of any fractional shares of
Common Stock, settled in accordance with Section 2.16 hereof). If the Automatic
Conversion Date occurs during the period between the close of business on any
Regular Record Date and the close of business on the corresponding Interest
Payment Date, the interest payment with respect to the Debentures will be
payable to the Holder of record of such Debentures on such Regular Record Date.
Except as provided in the immediately preceding sentence, with respect to an
Automatic Conversion pursuant to Section 2.8(a) hereof, the Company shall
make no payment or adjustment for accumulated and unpaid interest, relating to
the current Interest Period.


(e)           The Company may not authorize, issue
a press release or give notice of any Automatic Conversion pursuant to
Section 2.8(a) hereof (i) during an Optional Deferral Period and (ii)
unless, prior to giving the notice of Automatic Conversion, all accrued and
unpaid Deferred Interest on the Debentures, including Compounded Interest, for
periods ended prior to the date of such notice or press release shall have been
paid.


Section 2.9             Events
of Default.


(a)           The Base Indenture is hereby amended
and supplemented with respect to the Debentures as follows: An “Event of
Default” with respect to the Debentures shall mean (and the following shall
replace in their entirety the provisions of clauses (1) through (7) of Section
5.1 of the Base Indenture with respect to the Debentures):


(i)            default for 30 calendar days in the
payment of any interest on the Debentures, including any Compounded Interest,
when it becomes due and payable under the Indenture; provided, however, that
the deferral of interest during an Optional Deferral Period satisfying Section
2.6 hereof shall not constitute a default in the payment of interest;


(ii)           deferral of interest on the
Debentures, due to an optional deferral, that continues for 10 consecutive
years after the date on which the Company began the deferral of interest
without all Deferred Interest, including any Compounded Interest, having been
paid in full on or prior to the day that is 30 days after the date that is 10
years after the commencement of such deferral;


(iii)          default in the payment of the
principal of the Debentures when due; or


(iv)          (A) the commencement by the Company or
any Significant Subsidiary of the Company or any group of Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary of a voluntary case
or proceeding under any applicable U.S. federal or state bankruptcy,
insolvency, reorganization or



 17
 









other similar law or of
any other case or proceeding to be adjudicated a bankrupt or insolvent, or (B)
the consent by the Company or any Significant Subsidiary of the Company or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary to (I) the entry of a decree or order for relief in respect of the
Company or any Significant Subsidiary of the Company or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
in an involuntary case or proceeding under any applicable U.S. federal or state
bankruptcy, insolvency, reorganization or other similar law or to (II) the
commencement of any bankruptcy or insolvency case or proceeding against the
Company or any Significant Subsidiary of the Company or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary,
or (C) the filing by the Company or any Significant Subsidiary of the Company
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary of a petition or answer or consent seeking
reorganization or relief under any applicable U.S. federal or state law, or (D)
the consent by the Company or any Significant Subsidiary of the Company or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary to the filing of such petition or to the appointment of or the
taking possession by a custodian of the Company or any Significant Subsidiary
of the Company or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary or of any substantial part of their
properties, or (E) the making by the Company or any Significant Subsidiary of
the Company or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary of an assignment for the benefit of
creditors, or (F) the admission by the Company or any Significant Subsidiary of
the Company or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary in writing of their inability to pay its
debts generally as they become due, or (G) the taking of corporate action by
the Company or any Significant Subsidiary of the Company or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
expressly in furtherance of any such action.


(b)           Notwithstanding anything to the
contrary contained in Article Five of the Base Indenture, in the event of a
default pursuant to Section 2.9 (a)(iv) prior to the Final Maturity Date or
conversion of the Debentures no Holder or beneficial owner of a Debenture, as
the case may be, shall have any claim for, or right to receive, any Foregone
Interest and any Foregone Interest shall not be due and payable.


(c)           For the avoidance of doubt, the use
of sources of funding other than the Alternative Payment Mechanism to fund
payments of Deferred Interest following the date that is five years following
the first Interest Payment Date as of which the Company commenced an Optional
Deferral Period, shall not constitute an Event of Default, but a Covenant
Breach.


Section 2.10           Covenant Breaches.  The Base Indenture is hereby amended and
supplemented with respect to the Debentures as follows:



 18
 









(a)           Section 5.7 is amended in its
entirety as follows: “(1)  No Holder of a
4.00% Convertible Junior Subordinated Debenture (a “Debenture”) shall
have any right by virtue of or by availing of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under
or with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless (i) (A) such Holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, with a copy to the Company, or
(B) the Trustee shall have previously given notice of such default to the
Company, (ii) the Holders of not less than 25% in aggregate principal amount of
the Debentures then Outstanding, or a majority in aggregate principal amount of
the Debentures then Outstanding, in the case of a Covenant Breach (as defined
in the First Supplemental Indenture hereto, dated as of March 14, 2007), shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such indemnity reasonably satisfactory to the Trustee as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
(iii) the Trustee for 90 days after its receipt of such notice, request and
offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding during such 90-day period, and (iv) during such
90-day period no direction inconsistent with such written request shall have
been given to the Trustee by the Holders of a majority in aggregate principal
amount of the Debentures then Outstanding (or such amount as shall have acted
at a meeting pursuant to the provisions of this Indenture), it being understood
and intended, and being expressly covenanted by the Holder of every Debenture
with every other Holder and the Trustee, that no one or more Holders shall have
any right in any manner whatever by virtue of or by availing of any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holder, or to obtain or seek to obtain priority over or preference to any other
such Holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all such
Holders.


Notwithstanding any other provisions in this
Indenture, however, the right of any Holder of any Debenture to receive payment
of the principal of, and interest on, such Debenture, on or after the
respective due dates expressed in such Debenture or to receive any
consideration due to such Holder upon any conversion of Debentures, or to
institute suit for the enforcement of any such payment on or after such
respective dates or for the enforcement of the Company’s obligation to deliver
conversion consideration when due shall not be impaired or affected without the
written consent of such Holder.


(2)   If an Event of Default with respect to the
Debentures occurs and is continuing, the Trustee may in its discretion proceed
to protect and enforce its rights and the rights of the Holders of the
Debentures by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.


If a Covenant Breach with respect to the Debentures
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect



 19
 









and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper
remedy.  If a Covenant Breach with
respect to the Debentures occurs and is continuing, and then only if the
Trustee is directed by Holders of Debentures pursuant to and in accordance with
Section 5.12 hereof and, if so requested by the Trustee, an indemnity
reasonably satisfactory to it is granted by the Holders, the Trustee shall
proceed to protect and enforce the rights of the Holders of the Debentures by
such appropriate judicial proceedings as such Holders shall so direct to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.”


(b)           Section 5.13 is amended in its
entirety as follows: “Subject to Section 5.2 of the Indenture, the Holders of
not less than a majority in aggregate principal amount of the Debentures at the
time Outstanding may on behalf of the Holders of all of the Debentures waive
any past Covenant Breach, default or Event of Default  hereunder with respect to the Debentures and
its consequences, except a default


(1)           in the payment of interest on, or the
principal of, any of the Debentures or


(2)           a default arising from the Company’s
failure to convert any Debenture at the option of a holder in accordance with
the Indenture or any supplemental indenture or


(3)           in respect of a provision of this
Indenture that, under Article 9, cannot be modified or amended without the
consent of each Holder of each Debenture affected by such modification or
amendment.


Upon any such waiver the
Company, the Trustee and the Holders of the Debentures shall be restored to
their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Covenant Breach, default or Event of
Default or impair any right consequent thereon. 
Whenever any Covenant Breach, default or Event of Default hereunder
shall have been waived as permitted by this Section 5.13, said Covenant Breach,
default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing.”


(c)           The final sentence of Section 6.3 is
amended in its entirety as follows: “For the purpose of this Section, the term “default”
means any event which is, or after notice or lapse of time or both would
become, a Covenant Breach or Event of Default.”


(d)           The parties hereto agree and
acknowledge that in the case of any failure to deliver consideration
deliverable in respect of any conversion, monetary damages would not be
adequate and hereby specify specific performance as the remedy for any such
failure.



 20















Section 2.11           Designation of Depositary.  Initially, the Depositary for the Debentures
will be DTC.  The Global Debentures will
be registered in the name of the Depositary or its nominee, initially Cede
& Co., and delivered by the Trustee to the Depositary or a custodian
appointed by the Depositary for crediting to the accounts of its participants.


Section 2.12           Definitive Form of Debentures.  The Debentures shall be issued in definitive
form only under the limited circumstances set forth in Section 3.5 of the Base
Indenture.


Section 2.13           Conversion at the Option of the
Holder.


(a)           The Debentures shall be convertible
into shares of Common Stock at any time prior to 5:00 P.M., New York City Time,
on the Business Day immediately preceding the Final Maturity Date.


(b)           The Company appoints the Trustee as
the initial conversion agent.  The
Trustee may resign from its appointment as conversion agent at any time and the
Company shall then appoint a new conversion agent.


(c)           A Holder of Debentures is not
entitled to any rights of a holder of Common Stock until such Holder has
converted his Debentures and received upon conversion thereof shares of Common
Stock.


(d)           A Holder may convert a portion of the
principal amount of such Holder’s Debentures, if such portion is $1,000
principal amount or an integral multiple of $1,000.


(e)           To the extent that the Common Stock
(or cash, pursuant to Section 2.16) received by a Holder of Debentures upon the
conversion of the Debentures is subject to U.S. withholding tax and such Common
Stock (or cash, pursuant to Section 2.16) is not sufficient to comply with the
Company’s U.S. withholding obligations with respect to these amounts, the
Company may, to the extent required by law, recoup or set-off such liability
against any payments subsequently made with respect to such Common Stock,
including, but not limited to, any actual cash dividends or distributions
subsequently made with respect to such Common Stock.


Section 2.14           Exercise of Conversion Right.


(a)           In order to exercise the conversion
right with respect to any Debenture in certificated form, the Company must
receive at the office or agency of the Company maintained for that purpose in
The City of New York pursuant to Section 10.2 of the Base Indenture or, at the
option of the Holder of such Debenture, the Corporate Trust Office, such
Debenture with the original or facsimile of the form entitled “Conversion
Notice” on the reverse thereof, duly completed and manually signed, together
with such Debenture duly endorsed for transfer, accompanied by the funds, if
any, required by this Section 2.14.  Such
notice shall also state the name or names (with address or addresses) in which
the certificate or certificates for any shares of Common



 21
 









Stock which shall be issuable on such conversion shall
be issued, and shall be accompanied by transfer or similar taxes, if required
pursuant to Section 2.19.  In addition,
if the conversion is being made pursuant to the exercise of the Fundamental
Change Option, the conversion notice shall so state.


(b)           In order to exercise the conversion
right with respect to any interest in a Global Debenture, the beneficial owner
must arrange for its broker, dealer or other DTC participant to complete, or
cause to be completed, the appropriate instruction form for conversion pursuant
to the Depositary’s book-entry conversion program; deliver, or cause to be
delivered, by book-entry delivery an interest in such Global Debenture; furnish
appropriate endorsements and transfer documents if required by the Company or
the Trustee or conversion agent; and pay the funds, if any, required by this
Section 2.14 and any transfer taxes if required pursuant to Section 2.19.


(c)           The date on which all requirements
for conversion set forth herein are satisfied being is herein referred to as the
“Conversion Date.”


(d)           If the Company is required to issue
shares of Common Stock upon settlement in accordance with Section 2.22, as
promptly as practicable the Company shall issue and shall deliver to such
Holder at the office or agency maintained by the Company for such purpose
pursuant to Section 10.2 of the Base Indenture, (i) the number of full shares
of Common Stock (if any) issuable upon the conversion of such Debenture or
portion thereof as determined by the Company in accordance with the provisions
of Section 2.22, and (ii) a check or cash in respect of any fractional interest
in respect of a share of Common Stock arising upon such conversion, calculated
by the Company as provided in Section 2.17.


(e)           The Company will deliver the Common
Stock, and cash in lieu of fractional shares, if any, as promptly as practical
after the Conversion Date, but in no event later than three Business Days
thereafter.


(f)            The Person in whose name any
certificate or certificates for shares of Common Stock shall be issuable upon
such conversion shall be deemed to have become on the Conversion Date the
holder of record f the shares represented thereby.  All anti-dilution adjustments to the
Conversion Rate and determinations as to entitlement to interest thereon shall
be carried out through that date in respect of the Debentures converted and
upon that date the Holder will no longer be a Holder of such Debentures,
subject to the rights of such Holder to receive any adjustment pursuant to
Section 2.22.


(g)           Upon receipt of written confirmation
from the Company that the conversion of an interest in a Global Debenture, the
Trustee (or other conversion agent appointed by the Company), or the Custodian
at the direction of the Trustee (or other conversion agent appointed by the Company),
shall make a notation on such Global Debenture as to the reduction in the
principal amount represented thereby. 
The Company shall notify the Trustee in writing of any conversions of
Debentures.



 22
 









(h)           In case any Debenture of a
denomination greater than $1,000 shall be surrendered for partial conversion,
and subject to Section 3. 3 of the Base Indenture, the Company shall execute
and the Trustee shall, upon receipt of a Company Order, authenticate and
deliver to the Holder of the Debenture so surrendered, without charge to the
Holder, a new Debenture or Debentures in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Debenture.


Section 2.15           Adjustment for Interest or
Dividends.


(a)           If the Conversion Date applicable to
the conversion of any Debenture falls after a Regular Record Date but prior to
the corresponding Interest Payment Date, interest accrued and unpaid with
respect to the Interest Payment Period for such Regular Record Date thereon shall
be payable to the holder of record on such Regular Record Date.  However, any Debenture or portion thereof
surrendered for conversion during the period from 5:00 p.m., New York City
time, on the Record Date for any Interest Payment Date to 5:00 p.m., New York
City time, on the Business Day preceding the applicable Interest Payment Date
shall be accompanied by payment, in immediately available funds or other funds
acceptable to the Company, of an amount equal to the interest payable by the
Company on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made


(1) if a Holder
converts its Debentures in connection with an Automatic Conversion and the
Company has specified an Automatic Conversion Date that would, if it were the
Conversion Date for any Debentures, fall after a Record Date and on or prior to
the corresponding Interest Payment Date,


(2) if a Holder
converts its Debentures in connection with a Make-Whole Fundamental Change and
the final date upon which Debentures may be converted to qualify for receipt of
the related Additional Shares would, if it were the Conversion Date for any
Debentures, fall after a Record Date and on or prior to the corresponding
Interest Payment Date,


(3) to the extent
of any overdue or deferred interest, including any Compounded Interest, if any
overdue or deferred interest exists at the time of conversion with respect to
such Debenture, or


(4) if Holder
converts its Debentures following the last Record Date prior to March 15,
2047.  Except as otherwise provided in
this First Supplemental Indenture, no payment or other adjustment shall be made
for dividends on any shares issued upon the conversion of such Debenture
hereunder.


(b)           Accrued interest, if any, to the
Conversion Date not paid in cash is deemed to be paid in full with the shares
of Common Stock delivered upon conversion, rather than cancelled, extinguished
or forfeited.


(c)           Notwithstanding Section 2.15(b),
Holders will receive additional shares of Common Stock (“Deferred Interest
Additional Shares”), and cash in lieu of fractional shares, in lieu of
Deferred Interest, if any, including any Compounded Interest



 23
 









accrued and unpaid through, but not including, the
Conversion Date (regardless of when such conversion occurs).


(d)           The number of Deferred Interest
Additional Shares delivered pursuant to Section 2.15(c) shall be equal the
amount of Deferred Interest, if any, plus Compounded Interest thereon, to, but
not including, the Conversion Date divided by 97% of the average of the daily
Volume-Weighted Average Prices per share of the Company’s Common Stock for each
of the five consecutive Trading Days ending on the second Trading Day
immediately prior to the Conversion Date.


(e)           If such Deferred Interest Additional
Shares are required to be registered under the Securities Act of 1933, as
amended, in order to be freely tradeable in the hands of Holders, then the
Company will use commercially reasonable efforts to register such Deferred
Interest Additional Shares under the Securities Act of 1933, as amended, so as
to permit such shares to be freely sold by Holders.  If the Company is unable to deliver freely
tradeable shares to Holders, the Company will instead pay the amount of Deferred
Interest in cash through funds raised using the Alternative Payment Mechanism.


Section 2.16           Cash Payments in Lieu of
Fractional Shares.  No fractional
shares of Common Stock or scrip certificates representing fractional shares
shall be issued upon conversion of Debentures. 
If more than one Debenture shall be surrendered for conversion at one
time by the same Holder, the number of full shares that shall be issuable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Debentures (or specified portions thereof to the extent permitted hereby)
so surrendered.  If any fractional share
of stock would be issuable upon the conversion of any Debenture or Debentures,
the Company shall make an adjustment and payment therefor in cash to the Holder
of Debentures at a price equal to the Closing Sale Price on the last Trading
Day immediately preceding the Conversion Date.


Section 2.17           Conversion Rate.


(a)           The Conversion Rate (the “Conversion
Rate”) for the Debentures is 17.8336 shares of Common Stock per each $1,000
principal amount of the Debentures, subject to adjustment as provided in this
Section 2.17.


(b)           In case the Company shall hereafter
pay a dividend or make a distribution to all or substantially all holders of
its outstanding Common Stock in shares of Common Stock, the Conversion Rate
shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect at the opening of business on the
date following the date fixed for the determination of shareholders entitled to
receive such dividend or other distribution by a fraction,


(i)            the numerator of which shall be the
sum of the number of shares of Common Stock outstanding at the close of
business on the date fixed for the determination of shareholders entitled to
receive such dividend or other



 24
 









distribution plus
the total number of shares of Common Stock constituting such dividend or other
distribution; and


(ii)           the denominator of which shall be the
number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination,


such increase to become effective immediately after
the opening of business on the day following the date fixed for such
determination.  For the purpose of this
clause (b), the number of shares of Common Stock at any time outstanding shall
not include shares held in the treasury of the Company.  The Company will not pay any dividend or make
any distribution on shares of Common Stock held in the treasury of the Company.  If any dividend or distribution of the type
described in this clause (b) is declared but not so paid or made, the
Conversion Rate shall again be adjusted to the Conversion Rate that would then
be in effect if such dividend or distribution had not been declared.


(c)           In case the Company shall issue to
all or substantially all holders of its outstanding shares of Common Stock
rights or warrants entitling them (for a period expiring within 60 calendar
days after the date fixed for determination of shareholders entitled to receive
such rights or warrants) to subscribe for or purchase shares of Common Stock at
a price per share less than the average of the Closing Sale Prices of the
Company’s Common Stock on the five consecutive Trading Days immediately
preceding the date of the first public announcement of such issuance of rights
or warrants, the Conversion Rate shall be increased so that the same shall
equal the rate determined by multiplying the Conversion Rate in effect
immediately prior to the date fixed for determination of shareholders entitled
to receive such rights or warrants by a fraction,


(i)            the numerator of which shall be the
number of shares of Common Stock outstanding on the date fixed for
determination of shareholders entitled to receive such rights or warrants plus
the total number of additional shares of Common Stock offered for subscription
or purchase, and


(ii)           the denominator of which shall be the
sum of the number of shares of Common Stock outstanding at the close of
business on the date fixed for determination of shareholders entitled to
receive such rights or warrants plus the number of shares that the aggregate
offering price of the total number of shares so offered would purchase at
Current Market Price for the five consecutive Trading Days immediately
preceding the first public announcement of the issuance of such rights or
warrants.


Such adjustment shall be successively made whenever
any such rights or warrants are issued, and shall become effective immediately
after the opening of business on the day following the date fixed for
determination of shareholders entitled to receive such rights or warrants; provided that no adjustment to the Conversion Rate shall be
made if the Holder shall otherwise participate in such distribution without
conversion as a result of holding the Debentures.  To the extent that shares of Common Stock are
not delivered after the expiration of such rights or warrants, the Conversion
Rate shall be



 25
 









readjusted to the Conversion Rate that would then be
in effect had the adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of shares of Common Stock
actually delivered.  In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
shares of Common Stock at less than the Current Market Price, and in
determining the aggregate offering price of such shares of Common Stock, there
shall be taken into account any consideration received by the Company for such
rights or warrants and any amount payable on exercise or conversion thereof,
the value of such consideration, if other than cash, to be determined by the
Company’s Board of Directors.


If the rights provided for in any future rights plan
adopted by the Company have separated from the shares of Common Stock in
accordance with the provisions of the applicable stockholder rights agreement
so that the holders of the Debentures would not be entitled to receive any
rights in respect of Common Stock issuable upon conversion of the Debentures,
if any, the Conversion Rate will be adjusted as provided in Section 2.18(e).


(d)           In case outstanding shares of Common
Stock shall be subdivided into a greater number of shares of Common Stock or
combined into a smaller number of shares of Common Stock, the Conversion Rate
in effect at the opening of business on the day following the day upon which
such subdivision or combination becomes effective shall be adjusted so that the
same shall equal the rate determined by multiplying the Conversion Rate in
effect immediately prior to such subdivision or combination by a fraction,


(i)            the numerator of which shall be the
number of shares of Common Stock outstanding after, and solely as a result of,
such subdivision or combination, and


(ii)           the denominator of which shall be the
number of shares of Common Stock outstanding prior to such subdivision or
combination,


such increase or reduction, as the case may be, to
become effective immediately after the opening of business on the day following
the day upon which such subdivision or combination becomes effective.


(e)           In case the Company shall, by
dividend or otherwise, distribute to all or substantially all holders of Common
Stock shares of any class of capital stock of the Company, assets (including
shares of any Subsidiary or business unit of the Company), debt securities or rights
to purchase the Company’s securities (excluding any rights described in clause
(c) above and any cash dividends or other cash distributions), then, in each
such case the Conversion Rate shall be increased by multiplying the Conversion
Rate in effect on the Record Date with respect to such distribution by a
fraction,


(i)            the numerator of which shall be the
Current Market Price of the Company’s Common Stock on such Record Date; and



 26















(ii)           the denominator of which shall be the
Current Market Price of the Company’s Common Stock on such Record Date less the
Fair Market Value (as determined by the Company’s Board of Directors, whose
determination shall be conclusive, and described in a resolution of the Board
of Directors) on the Record Date of the portion of the distribution applicable
to one share of Common Stock,


such adjustment to become effective immediately prior
to the opening of business on the day following such Record Date; provided that if the then Fair Market Value (as so
determined) of the portion of the distribution applicable to one share of
Common Stock is equal to or greater than the Current Market Price of one share
of Common Stock on the Record Date, in lieu of the foregoing adjustment,
adequate provision shall be made so that each Holder shall have the right to
receive upon conversion the amount of assets such Holder would have received
had such Holder converted each Debenture prior to the Record Date.  If 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.  If the Board of Directors
determines the Fair Market Value of any distribution for purposes of this
Section 2.17(e) by reference to the actual or when-issued trading market for
any securities, it must, in doing so, consider the prices in such market over
the same period used in computing the Current Market Price of one share of
Common Stock on the applicable Record Date.


Notwithstanding the foregoing, if the dividend or
distribution requiring an adjustment pursuant to this clause (e) consists of
capital stock of any class or series, or similar equity interests, of a Subsidiary
or other business unit of the Company, then the Conversion Rate shall be
increased by multiplying the Conversion Rate in effect on the Record Date with
respect to such distribution by a fraction,


(i)            the
numerator of which shall be (x) the average of the Closing Sale Prices of the
Company’s Common Stock for the 10 Trading Days commencing on and including the
fifth Trading Day after the Ex-Dividend Date for such distribution on the NYSE
or the principal U.S. stock exchange or interdealer quotation system on which
the Company’s Common Stock then listed or quoted, plus (y) the market value
distributed per share of the Company’s Common Stock based upon the average of
the Closing Sale Prices of the security distributed for the 10 Trading Days
commencing on and including the fifth Trading Day after the Ex-Dividend Date
for such distribution on the NYSE or the principal U.S. stock exchange or
interdealer quotation system on which such security is then listed or quoted
and


(ii)           the
denominator of which shall be the average of the Closing Sale Prices of the
Company’s Common Stock for the 10 Trading Days commencing on and including the
fifth Trading Day after the Ex-Dividend Date for such distribution on the NYSE
or the principal U.S. stock exchange or interdealer quotation system on which
Company’s Common Stock is then listed or quoted.


Rights 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



 27
 









(either initially or under certain circumstances),
which rights or warrants, until the occurrence of a specified event or events
(a “Trigger Event”): (i) are deemed to be transferred with such shares
of Common Stock; (ii) are not exercisable; and (iii) are also issued in respect
of future issuances of Common Stock, shall be deemed not to have been
distributed for purposes of this Section 2.17(e) (and no adjustment to the
Conversion Rate under this Section 2.17(e) shall be required) until the
occurrence of the earliest Trigger Event, whereupon such rights and warrants
shall be deemed to have been distributed and an appropriate adjustment (if any
is required) to the Conversion Rate shall be made under this Section
2.17(e).  If any such right or warrant,
including any such existing rights or warrants distributed prior to the date of
this Indenture, are subject to events, upon the occurrence of which such rights
or warrants become exercisable to purchase different securities, evidences of
indebtedness or other assets, then the date of the occurrence of any and each
such event shall be deemed to be the date of distribution and Record Date with
respect to new rights or warrants with such rights (and a termination or
expiration of the existing rights or warrants without exercise by any of the
holders thereof).  In addition, in the
event of any distribution (or deemed distribution) of rights or warrants, or
any Trigger Event or other event (of the type described in the preceding sentence)
with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Rate under this
Section 2.17(e) was made, (1) in the case of any such rights or warrants that
shall all have been redeemed or repurchased without exercise by any holders
thereof, the Conversion 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 or warrants (assuming such holder had retained such
rights or warrants), made to all holders of Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants that
shall have expired or been terminated without exercise by any holders thereof,
the Conversion Rate shall be readjusted as if such rights and warrants had not
been issued.


No adjustment of the Conversion Rate shall be made
pursuant to this Section 2.17(e) in respect of rights or warrants distributed
or deemed distributed on any Trigger Event to the extent that such rights or
warrants are actually distributed, or reserved by the Company for distribution
to Holders of the Debentures upon conversion by such Holders of Debentures to
Common Stock, unless such rights or warrants have become separated from the
Common Stock in accordance with the provisions of the relevant agreement such
that the Holders would not thereafter be entitled to receive such rights or
warrants in respect of Common Stock issuable upon conversion of the
Debentures.  In such circumstances an
adjustment to the Conversion Rate shall be made with respect to Debentures then
outstanding pursuant to Section 2.17(e) (to the extent required thereby) upon
the separation of the rights or warrants from the Common Stock.


For purposes of this Section 2.17(e) and Sections
2.17(b) and (c), any dividend or distribution to which this Section 2.17(e) is
applicable that also includes shares of Common Stock, or rights or warrants to
subscribe for or purchase shares of Common Stock (or both), shall be deemed
instead to be (1) a dividend or distribution of the evidences of indebtedness,
assets or shares of capital stock other than such shares of



 28
 









Common Stock or rights or warrants (and any Conversion
Rate adjustment required by this Section 2.17(e) with respect to such dividend
or distribution shall then be made) immediately followed by (2) a dividend or
distribution of such shares of Common Stock or such rights or warrants (and any
further Conversion Rate adjustment required by Sections 2.17 (b) and (c) with
respect to such dividend or distribution shall then be made), except (A) the
Record Date of such dividend or distribution shall be substituted as “the date
fixed for the determination of shareholders entitled to receive such dividend
or other distribution”, “the date fixed for the determination of shareholders
entitled to receive such rights or warrants” and “the date fixed for such
determination” within the meaning of Sections 2.17(b) and (c) and (B) any
shares of Common Stock included in such dividend or distribution shall not be
deemed “outstanding at the close of business on the date fixed for such
determination” within the meaning of Section 2.17(b).


(f)            In case the Company shall distribute
cash dividends or other cash distributions (excluding (i) any cash that is
distributed as part of a distribution requiring a Conversion Rate adjustment
pursuant to Section 2.17(g)  hereof, (ii)
Regular Quarterly Cash Dividends, to the extent the aggregate amount of such
Regular Quarterly Cash Dividends in any quarterly period does not exceed
thirteen cents ($0.13) per share of Common Stock (the “Reference Dividend
Amount”) and (iii) any dividend of
distribution in connection with the Company’s liquidation, dissolution or
winding up) to all or substantially all holders of Common Stock, the
Conversion Rate shall be increased based on the following formula:


CR1 = CR0 x MP0 / (MP0 - C)


where


CR0 = the Conversion Rate in effect
immediately prior to the Ex-dividend Date for such distribution;


CR1 = the new Conversion Rate immediately on
and after the Ex-dividend Date for such distribution;


MP0 = Current Market Price per share of the
Company’s Common Stock on the Ex-Dividend Date for the distribution; and


C = the amount in cash per share that the
Company distributes to holders of the Common Stock that exceeds the Reference
Dividend Amount (“Excess Amount”);


The Reference Dividend Amount shall be subject to adjustment in a
manner that is inversely proportional to adjustments to the Conversion Rate; provided, however,
that no adjustments shall be made to the Reference Dividend Amount for any
adjustment made to the Conversion Rate pursuant to this Section 2.17(f).


Notwithstanding anything to the contrary in this Section 2.17(f), if an
adjustment to the Conversion Rate is required to be made as a result of a
distribution that is not a regular quarterly dividend either in whole or in
part, the Reference Dividend



 29
 









Amount shall be deemed to be zero for purposes of
determining the adjustment to the Conversion Rate as a result of such
distribution.


The Conversion Rate shall not be adjusted pursuant to this Section
2.17(f)  to the extent, and only to
the extent, such adjustment would cause the Conversion Price to be less than
the par value of the Common Stock; provided
further that, if the denominator of such fraction shall be equal to
or less than zero, the Conversion Rate shall be instead adjusted so that the
Conversion Price is equal to the par value of the Common Stock.


In no event shall the Conversion Rate be decreased pursuant to this
Section 2.17(f).  An adjustment to the
Conversion Rate pursuant to this Section 2.17(f) shall become effective immediately prior to the open of business on the
Ex-dividend Date for the distribution. 
To the extent a Regular Quarterly Cash Dividend is paid in multiple
portions and the total of such portions exceeds $0.13, then the Conversion Rate
in respect of such Regular Quarterly Cash Dividend shall first be adjusted
under this Section 2.17(f)  in
respect of the first portion as a result of which such Regular Quarterly Cash
Dividend exceeds $0.13 (with the Excess Amount for purposes of such adjustment
being the amount by which such portion, when aggregated with all previously
paid portions in respect of such Regular Quarterly Cash Dividend, if any,
exceeds $0.13), and the Conversion Rate shall be further adjusted under this
Section 2.17(f) in respect of each subsequent payment, if any, constituting a
portion of such Regular Quarterly Cash Dividend (with the amount of each such
subsequent portion being treated as the Excess Amount for purposes of
determining the adjustment in respect of such portion).  Each such adjustment shall become effective
immediately prior to the open of business on the Ex-dividend Date in respect of
the payment resulting in such adjustment.


(g)           In case the Company or any of its
Subsidiaries shall, at any time or from time to time, while any of the Debentures
are outstanding, distribute cash or other consideration in respect of a tender
offer or exchange offer made by the Company or any Subsidiary of the Company
for all or any portion of the Common Stock of the Company, where the sum (such
sum, the “aggregate amount” for purposes of this Section 2.17(g)) of the amount
of such cash distributed and the Fair Market Value (as determined in good faith
by the Board of Directors, whose determination shall be conclusive and set
forth in a Board Resolution), as of the expiration date of the tender offer or
exchange offer (the last date on which shares of Common Stock can be tendered
or exchanged), of such other consideration distributed, each per share of
Common Stock purchased or exchanged, pursuant to such tender offer or exchange
offer as of the expiration date of the tender offer or exchange offer (such
purchased or exchanged shares of Common Stock, the “purchased shares” for
purposes of this Section 2.17(g)) exceeds the Closing Sale Price per share of
the Company’s Common Stock on the Trading Day immediately following the
expiration date of such tender offer or exchange offer, then, and in each case,
immediately after the close of business on such date, the Conversion Rate shall
be increased so that the same shall equal the rate determined by multiplying
the Conversion Rate in effect immediately prior to the close of business on the
Trading Day immediately following the expiration date of such tender offer or
exchange offer by a fraction,



 30
 









(i)            the numerator of which is equal to
the sum of (A) the aggregate amount and (B) the product of (I) an amount equal
to (1) the number of shares of Common Stock outstanding as of the expiration
date of the tender offer or exchange offer, less (2) the purchased shares and
(II) the Closing Sale Price per share of the Company’s Common Stock on the
first Trading Day immediately following the expiration date of the tender offer
or exchange offer; and


(ii)           the denominator of which shall be
equal to the product of (A) the number of shares of Common Stock outstanding as
of the expiration date of the tender offer or exchange offer (including all
purchased shares) and (B) the Closing Sale Price per share of the Company’s
Common Stock on the first Trading Day immediately following the expiration date
of the tender offer or exchange offer.


An adjustment, if any, to the Conversion Rate pursuant
to this Section 2.18(g) shall become effective immediately prior to the opening
of business on the second Trading Day immediately following the expiration date
of the tender offer or exchange offer. 
In the event that the Company or a Subsidiary 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 again be 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 2.17(g) 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
2.17(g).


(h)           The Company may make such increases
in the Conversion Rate, in addition to those required by Section 2.17(b)-(g) as
the Board of Directors considers to be advisable to avoid or diminish any
income tax to holders of Common Stock or rights to purchase Common Stock
resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes.


To the extent permitted by applicable law, the Company
from time to time may increase the Conversion Rate by any amount for any period
of time if the period is at least 20 Business Days, the increase is irrevocable
during the period and the Board of Directors shall have made a determination
that such increase would be in the best interests of the Company, which
determination shall be conclusive. 
Whenever the Conversion Rate is increased pursuant to the preceding
sentence, the Company shall mail to Holders of record of the Debentures, with a
copy to the Trustee, a notice of the increase, and such notice shall state the
increased Conversion Rate and the period during which it shall be in effect.


(i)            Until and on September 15, 2046, no
adjustment in the Conversion Rate shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in such
rate; provided that any adjustments that by reason of this Section 2.18(i) are
not required to be made shall be carried forward and the Company



 31
 









shall make such carry-forward adjustments, regardless
of whether the aggregate adjustment is less than 1%, (i) at the end of each
fiscal year, beginning with the fiscal year ending December 31, 2007, (ii) on
the Automatic Conversion Date, (iii) upon a Fundamental Change, or upon a
Make-Whole Fundamental Changes.  All
calculations under this Section 2.17 shall be made by the Company and shall be
made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of a
share, as the case may be.  No adjustment
need be made for rights to purchase Common Stock pursuant to a Company plan for
reinvestment of dividends or interest or for any issuance of Common Stock or
convertible or exchangeable securities or rights to purchase Common Stock or
convertible or exchangeable securities.


(j)            Whenever the Conversion Rate is
adjusted as herein provided, the Company shall promptly file with the Trustee
and any conversion agent other than the Trustee an Officers’ Certificate
setting forth the Conversion Rate after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.  Unless and until a Responsible Officer of the
Trustee shall have received such Officers’ Certificate, the Trustee shall not
be deemed to have knowledge of any adjustment of the Conversion Rate and may
assume that the last Conversion Rate of which it has knowledge is still in
effect.  Promptly after delivery of such
certificate, the Company shall prepare a notice of such adjustment of the
Conversion Rate setting forth the adjusted Conversion Rate and the date on
which such adjustment becomes effective and shall mail such notice of such
adjustment of the Conversion Rate to the Holder of each Debenture at its last
address appearing on the Security Register, within 20 calendar days after
execution thereof.  Failure to deliver
such notice shall not affect the legality or validity of any such adjustment.


(k)           In any case in which this Section
2.17 provides that an adjustment shall become effective immediately after (1) a
Record Date for an event, (2) the date fixed for the determination of
shareholders entitled to receive a dividend or distribution pursuant to Section
2.17(b), (3) a date fixed for the determination of shareholders entitled to
receive rights or warrants pursuant to Section 2.17(c), or (4) the expiration
time for any tender or exchange offer pursuant to Section 2.17(g), (each, an “adjustment
determination date” for purposes of this Section 2.17(k)), the Company may
elect to defer until the occurrence of the applicable “adjustment event” (as
hereinafter defined) (x) issuing to the Holder of any Debenture converted after
such adjustment determination date and before the occurrence of such adjustment
event, the additional shares of Common Stock or other securities issuable upon
such conversion by reason of the adjustment required by such adjustment event
over and above the cash and, if applicable, Common Stock issuable upon such
conversion before giving effect to such adjustment and (y) paying to such
Holder any amount in cash in lieu of any fractional shares.  For purposes of this Section 2.17(k), the
term “adjustment event” shall mean:


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


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



 32
 









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


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


(l)            For purposes of this Section 2.17,
the number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock.  The Company shall not pay any
dividend or make any distribution on shares of Common Stock held in the
treasury of the Company.


(m)          No adjustment to the Conversion Rate
shall be made pursuant to this Section 2.17 if the Holders of the Debentures
may participate in the transaction that would otherwise give rise to adjustment
pursuant to this Section 2.17.


Section 2.18           Effect of Reclassification,
Consolidation, Merger or Sale.


(a)           In the event of:


(i)            any reclassification of the
outstanding shares of Common Stock,


(ii)           any consolidation, merger, binding
share exchange or combination of the Company with another Person, or


(iii)          any sale or conveyance to another
Person of all or substantially all of the properties and assets of the Company
(or all or substantially all of the assets of the Company and the Subsidiaries
on a consolidated basis)


as a result of which holders of Common Stock shall be
entitled to receive capital stock, other securities or other property, assets
or cash with respect to or in exchange for such Common Stock, then the Company
or the successor or purchasing Person, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall comply with the Trust
Indenture Act as in force at the date of execution of such supplemental
indenture) providing that, after the effective date of the reclassification,
consolidation, merger, binding share exchange, combination, sale or conveyance
the Holder of each Debenture then outstanding shall have the right to convert
such Debenture into Exchange Property. 
Such supplemental indenture shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for
in Section 2.17.  For the purpose of this
Section 2.18, “Exchange Property” means the kind and amount of shares of
capital stock, other securities or other property or assets (including cash)
receivable upon such reclassification, change, consolidation, merger, binding
share exchange, combination, sale or conveyance by a holder of Common Stock
holding, immediately prior to the transaction, a number of shares of Common
Stock equal to the Conversion Rate (plus Additional Shares, to the extent that
the holder is entitled to Additional Shares in accordance with Section 2.22
upon conversion) then in effect. 
Notwithstanding the foregoing, to the extent holders of the Company’s
Common Stock



 33
 









are permitted to elect the form of consideration to be
received in such transaction, the Exchange Property will be deemed for all
purposes under this Section 2.18 to be the weighted average of the types and
amounts of consideration received by holders of Common Stock that affirmatively
make an election or, if a majority of holders that affirmatively make an
election choose a single option, the types and amounts received by those
majority electing holders.


(b)           The Company shall cause notice of the
execution of the supplemental indenture referred to in Section 2.18(a) to be
mailed to each holder of Debentures, at its address appearing on the Security
Register provided for in Section 3.5 of the Base Indenture, within 20 calendar
days after execution thereof.  Failure to
deliver such notice shall not affect the legality or validity of such supplemental
indenture.


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


(d)           If this Section 2.18 applies to any
event or occurrence, Section 2.17 shall not apply.


Section 2.19           Taxes on Shares Issued.  The issue of stock certificates, if any, on
conversion of Debentures shall be made without charge to the converting Holder
for any documentary, stamp or similar issue or transfer tax in respect of the
issue thereof.  The Company shall not,
however, be required to pay any such tax which may be payable in respect of any
transfer involved in the issue and delivery of stock in any name other than
that of the holder of any Debenture converted, and the Company shall not be
required to issue or deliver any such stock certificate unless and until the
Person or Persons requesting the issue thereof shall have paid to the Company
the amount of such tax or shall have established to the satisfaction of the
Company that such tax has been paid.


Section 2.20           Reservation of Shares, Shares to
be Fully Paid; Compliance with Governmental Requirements; Listing of Common
Stock.  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 Debentures (including any Additional Shares and Deferred
Interest Additional Shares) as required by this Indenture from time to time as
such Debentures are presented for conversion.


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



 34















The Company covenants that all shares of Common Stock
which may be issued upon conversion of Debentures (including any Additional
Shares and Deferred Interest Additional Shares) will upon issue be fully paid
and non-assessable by the Company and free from all taxes, liens and charges
with respect to the issue thereof.


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


The Company further covenants that, if at any time the
Common Stock shall be listed on NYSE or any other national securities exchange
or automated quotation system, the Company will, if permitted by the rules of
such exchange or automated quotation system, list and keep listed, so long as
the Common Stock shall be so listed on such exchange or automated quotation
system, all Common Stock issuable upon conversion of the Debentures; provided
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 Debentures in accordance with the provisions of this Indenture, the Company
covenants to list such Common Stock issuable upon conversion of the Debentures
in accordance with the requirements of such exchange or automated quotation
system at such time.


Section 2.21           Conversion-Related Notices by the
Company.


(a)           In case:


(i)            the Company shall declare a dividend
(or any other distribution) on its Common Stock that would require an
adjustment in the Conversion Rate pursuant to Section 2.17;


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


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


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



 35
 









the Company shall cause to be filed with the Trustee
and to be mailed to each Holder of Debentures at its address appearing on the
Security Register, as promptly as possible but in any event at least 10
calendar days prior to the applicable date hereinafter specified, a notice
stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution or rights are to be determined, or (y)
the date on which such reclassification, reorganization, dissolution,
liquidation or winding up is expected to become effective or occur, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reclassification, reorganization, dissolution,
liquidation or winding up.  Failure to
give such notice, or any defect therein, shall not affect the legality or
validity of such dividend, distribution, rights or warrants, reclassification,
reorganization, dissolution, liquidation or winding up.


(b)           The Company shall notify Holders and
the Trustee as promptly as practicable following the date the Company publicly
announces any Change of Control transaction but, to the extent practicable, in
no event less than 25 Trading Days prior to the anticipated effective date of
such transaction.


Section 2.22           Make-Whole Fundamental Change.


(a)           If a Make-Whole Fundamental Change
occurs, the Effective Date of which is on or prior to March 15, 2047, and a
Holder elects to convert Debentures in connection with such Make-Whole
Fundamental Change, the Company shall increase the applicable Conversion Rate
for the Debentures surrendered for conversion by a number of additional shares
of the Company’s Common Stock (the “Additional Shares”) determined as
set forth in clause (e) below.  A
conversion of Debentures shall be deemed to be “in connection with” a
Make-Whole Fundamental Change if the notice of conversion of the Debentures is
received by the conversion agent from and including the Effective Date of the
Make-Whole Fundamental Change transaction up to and including the date that is
35 days after such date, unless such transaction is also a Fundamental Change,
the Holder specifies in the notice of conversion that such conversion is being
made pursuant to the exercise of the Fundamental Change Option and the
conversion takes place during the Fundamental Change Option Period.


(b)           The number of Additional Shares will
be determined by reference to the table in clause (e) below and is based on the
date on which the Make-Whole Fundamental Change becomes effective (the “Effective
Date”) and the price paid per share of the Company’s Common Stock in the
Make-Whole Fundamental Change transaction (the “Stock Price”).  If the Make-Whole Fundamental Change is an
Asset Sale Make-Whole Fundamental Change and the consideration paid for such
property and assets consists solely of cash, the Stock Price be the cash amount
paid for such property and assets, expressed as an amount per share of the
Company’s Common Stock outstanding on the Effective Date.  If the Make-Whole Fundamental Change is a
Common Stock Make-Whole Fundamental Change and holders of the Company’s Common
Stock receive only cash in the Make-Whole Fundamental Change transaction,



 36
 









the Stock Price will equal the cash amount paid per
share.  In all other cases, the Stock
Price will equal the average of the Closing Sale Prices of the Common Stock
over the five-Trading Day period ending on the Trading Day immediately
preceding the Effective Date.


(c)           The Stock Prices set forth in the
first row of the table below shall be adjusted as of any date on which the
Conversion Rate of the Debentures is adjusted pursuant to Section 2.17 (but not
for any increase to the Conversion Rate for a Make-Whole Fundamental Change
pursuant to this Section 2.22).  The
adjusted Stock Prices shall equal the prices per share applicable immediately
prior to such adjustment, multiplied by a fraction, (i) the numerator of which
is the Conversion Rate immediately prior to the adjustment giving rise to the
Stock Price adjustment and (ii) the denominator of which is the Conversion Rate
as so adjusted.


(d)           The number of Additional Shares will
be adjusted in the same manner and for the same events as the Conversion Rate
of the Debentures is adjusted pursuant to Section 2.17.


(e)           The following table sets forth the
Stock Price and number of Additional Shares issuable per $1,000 principal
amount of Debentures:


Stock Price


	
  Effective Date

  	
   

  	
  $

  	
  42.32

  	
   

  	
  $

  	
  50.00

  	
   

  	
  $

  	
  56.07

  	
   

  	
  $

  	
  60.00

  	
   

  	
  $

  	
  70.00

  	
   

  	
  $

  	
  80.00

  	
   

  	
  $

  	
  84.11

  	
   

  	
  $

  	
  90.00

  	
   

  	
  $

  	
  100.00

  	
   

  	
  $

  	
  150.00

  	
   

  	
  $

  	
  200.00

  	
   

  	
  $

  	
  250.00

  	
   

  	
  $

  	
  300.00

  	
   

  
	
  March 9, 2007

  	
   

  	
  5.796

  	
   

  	
  4.283

  	
   

  	
  3.561

  	
   

  	
  3.189

  	
   

  	
  2.476

  	
   

  	
  1.987

  	
   

  	
  1.830

  	
   

  	
  1.639

  	
   

  	
  1.381

  	
   

  	
  0.730

  	
   

  	
  0.471

  	
   

  	
  0.332

  	
   

  	
  0.245

  	
   

  
	
  March 15, 2008

  	
   

  	
  5.796

  	
   

  	
  4.080

  	
   

  	
  3.347

  	
   

  	
  2.972

  	
   

  	
  2.259

  	
   

  	
  1.779

  	
   

  	
  1.627

  	
   

  	
  1.443

  	
   

  	
  1.200

  	
   

  	
  0.615

  	
   

  	
  0.395

  	
   

  	
  0.280

  	
   

  	
  0.208

  	
   

  
	
  March 15, 2009

  	
   

  	
  5.796

  	
   

  	
  3.832

  	
   

  	
  3.085

  	
   

  	
  2.705

  	
   

  	
  1.991

  	
   

  	
  1.522

  	
   

  	
  1.376

  	
   

  	
  1.203

  	
   

  	
  0.980

  	
   

  	
  0.479

  	
   

  	
  0.308

  	
   

  	
  0.220

  	
   

  	
  0.164

  	
   

  
	
  March 15, 2010

  	
   

  	
  5.796

  	
   

  	
  3.580

  	
   

  	
  2.803

  	
   

  	
  2.410

  	
   

  	
  1.681

  	
   

  	
  1.218

  	
   

  	
  1.080

  	
   

  	
  0.919

  	
   

  	
  0.720

  	
   

  	
  0.328

  	
   

  	
  0.212

  	
   

  	
  0.153

  	
   

  	
  0.116

  	
   

  
	
  March 15, 2011

  	
   

  	
  5.796

  	
   

  	
  3.368

  	
   

  	
  2.530

  	
   

  	
  2.102

  	
   

  	
  1.318

  	
   

  	
  0.844

  	
   

  	
  0.711

  	
   

  	
  0.566

  	
   

  	
  0.403

  	
   

  	
  0.165

  	
   

  	
  0.111

  	
   

  	
  0.081

  	
   

  	
  0.062

  	
   

  
	
  March 15, 2012

  	
   

  	
  5.796

  	
   

  	
  3.296

  	
   

  	
  2.392

  	
   

  	
  1.904

  	
   

  	
  0.916

  	
   

  	
  0.221

  	
   

  	
  0.032

  	
   

  	
  0.008

  	
   

  	
  0.005

  	
   

  	
  0.003

  	
   

  	
  0.002

  	
   

  	
  0.002

  	
   

  	
  0.002

  	
   

  
	
  March 15, 2013

  	
   

  	
  5.796

  	
   

  	
  3.292

  	
   

  	
  2.390

  	
   

  	
  1.903

  	
   

  	
  0.916

  	
   

  	
  0.219

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2014

  	
   

  	
  5.796

  	
   

  	
  3.290

  	
   

  	
  2.390

  	
   

  	
  1.903

  	
   

  	
  0.917

  	
   

  	
  0.219

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2015

  	
   

  	
  5.796

  	
   

  	
  3.289

  	
   

  	
  2.391

  	
   

  	
  1.906

  	
   

  	
  0.919

  	
   

  	
  0.220

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2016

  	
   

  	
  5.796

  	
   

  	
  3.289

  	
   

  	
  2.393

  	
   

  	
  1.909

  	
   

  	
  0.922

  	
   

  	
  0.221

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2017

  	
   

  	
  5.796

  	
   

  	
  3.286

  	
   

  	
  2.390

  	
   

  	
  1.906

  	
   

  	
  0.920

  	
   

  	
  0.221

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2022

  	
   

  	
  5.796

  	
   

  	
  3.379

  	
   

  	
  2.456

  	
   

  	
  1.959

  	
   

  	
  0.949

  	
   

  	
  0.226

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2027

  	
   

  	
  5.796

  	
   

  	
  3.511

  	
   

  	
  2.547

  	
   

  	
  2.030

  	
   

  	
  0.983

  	
   

  	
  0.235

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2032

  	
   

  	
  5.796

  	
   

  	
  3.676

  	
   

  	
  2.659

  	
   

  	
  2.115

  	
   

  	
  1.022

  	
   

  	
  0.244

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2037

  	
   

  	
  5.796

  	
   

  	
  3.862

  	
   

  	
  2.778

  	
   

  	
  2.204

  	
   

  	
  1.060

  	
   

  	
  0.254

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15, 2042

  	
   

  	
  5.796

  	
   

  	
  3.982

  	
   

  	
  2.826

  	
   

  	
  2.227

  	
   

  	
  1.059

  	
   

  	
  0.253

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  
	
  March 15,
  2047

  	
   

  	
  5.796

  	
   

  	
  2.166

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  	
  0.000

  	
   

  



 


(f)            If the exact Stock Price and
Effective Date are not set forth on the table above, then:


(i)            If the Stock Price is between two
Stock Prices in the table or the Effective Date is between two Effective Dates
in the table, the number of



 37
 









Additional Shares will be
determined by a straight-line interpolation between the number of Additional
Shares set forth for the higher and lower Stock Prices and the two dates, as
applicable, based on a 365-day year.


(ii)           If the Stock Price is more than
$300.00, subject to adjustment, the number of Additional Shares will be zero.


(iii)          If the Stock Price is less than
$42.32, subject to adjustment, the number of Additional Shares will be zero.


(g)           Notwithstanding the foregoing, in no
event will the total number of shares of Common Stock issuable upon conversion
of a Debenture (after giving effect to any Additional Shares issuable pursuant
to this Section 2.22) exceed 23.6295 per $1,000 principal amount of Debentures,
subject to adjustment in the same manner and for the same events as the
Conversion Rate may be adjusted pursuant to Section 2.17.


(h)           Within thirty (30) before any
anticipated Effective Date (such date of notice, the “Make-Whole Fundamental
Change Notice Date”) of a Make-Whole Fundamental Change, the Company shall
mail, or cause to be mailed, to all Holders of record of the Debentures at
their addresses shown in the Security Registrar, notice of, and the Company
will publicly announce, through a reputable national newswire service, and
publish on the Company’s website, the anticipated Effective Date of such
proposed Make-Whole Fundamental Change.  In
addition, no later than the third Business Day after the Effective Date of the
Make-Whole Fundamental Change, the Company shall mail, or cause to be mailed,
to all Holders of record of the Debentures at their addresses shown in the
Security Registrar, notice of, and the Company will publicly announce, through
a reputable national newswire service, and publish on the Company’s website,
the effectiveness of the Fundamental Change.


Section 2.23           Alternative Conversion Right Upon
a Fundamental Change.


(a)           Upon the occurrence of a Fundamental
Change, if the Current Market Price of the Company’s Common Stock as of the
Effective Date of any Fundamental Change multiplied by the Conversion Rate then
in effect is less than $1,000, each Holder shall have the option (the “Fundamental
Change Option”) to convert all or a portion of such Holder’s outstanding
Debentures into fully paid and nonassessable shares of Common Stock at an
adjusted Conversion Rate equal to the lesser of (x) $1,000 divided by such
Current Market Price as of the Effective Date and (y) 35.6672. The Fundamental
Change Option shall be exercisable at any time during the 35-day period
following the effective date of the Fundamental Change (the “Fundamental
Change Option Period”).


(b)           In lieu of issuing the shares of
Common Stock issuable upon conversion in the event of a Fundamental Change, the
Company may, at its option, make a cash payment equal to the Current Market
Price as of such Effective Date for each share of such Common Stock otherwise
issuable.



 38
 









(c)           Within thirty (30) before any
anticipated Effective Date (such date of notice, the “Fundamental Change
Notice Date”) of a Fundamental Change, the Company shall mail, or cause to
be mailed, to all Holders of record of the Debentures at their addresses shown
in the Security Registrar, notice of, and the Company will publicly announce,
through a reputable national newswire service, and publish on the Company’s
website, the anticipated Effective Date of such proposed Fundamental
Change.  In addition, no later than the
third Business Day after the Effective Date of the Fundamental Change, the
Company shall mail, or cause to be mailed, to all Holders of record of the
Debentures at their addresses shown in the Security Registrar, notice of, and
the Company will publicly announce, through a reputable national newswire
service, and publish on the Company’s website, the effectiveness of the
Fundamental Change.


(d)           If a transaction constituting a
Fundamental Change also constitutes a Make-Whole Fundamental Change and a
Holder elects to convert its Debentures pursuant to the Fundamental Change
Option, such Holder shall not be entitled to receive any Additional Shares.


(e)           Holders electing to convert
Debentures pursuant to the Fundamental Change Option must specify in the notice
of conversion that the conversion is an exercise of the Fundamental Change
Option.


(f)            If the conversion pursuant to the
exercise of the Fundamental Change Option occurs at a time when there is
outstanding any accrued and unpaid Deferred Interest in respect of prior
interest periods, a converting Holder shall also be entitled to receive upon
conversion Deferred Interest Additional Shares (or, if applicable, a cash
payment in lieu thereof) as determined pursuant to Section 2.15 hereof.


(g)           As used herein and in the Debentures,
a “Fundamental Change” shall be deemed to have occurred upon the
occurrence of either a “Change in Control” or a “Termination of Trading.”


(i)            A “Change in Control” shall
be deemed to have occurred at such time as:


(1)                           any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the “beneficial owner” (as such term is used in Rule 13d-3 under the
Exchange Act), directly or indirectly, of fifty percent (50%) or more of the
Company’s Voting Stock; or


(2)                           there occurs a sale,
transfer, lease, conveyance or other disposition, which for the purpose of this
Section 2.23(i)(2) shall not mean a merger or consolidation discussed in
Section 2.23(i)(3), of all or substantially all of the property or assets of
the Company to any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act), including any group acting for the
purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-



 39
 









5(b)(1) under the
Exchange Act (such an event, an “Asset Sale Control Change”); or


(3)                           the Company
consolidates with, or merges with or into, another Person or any Person
consolidates with, or merges with or into, the Company, unless either:


(A)     the persons that “beneficially owned” (as
such term is used in Rule 13d-3 under the Exchange Act), directly or
indirectly, the shares of the Company’s Voting Stock immediately prior to such
consolidation or merger, “beneficially own,” directly or indirectly,
immediately after such consolidation or merger, shares of the surviving or
continuing corporation’s Voting Stock representing at least a majority of the
total outstanding voting power of all outstanding classes of the Voting Stock
of the surviving or continuing corporation in substantially the same proportion
as such ownership immediately prior to such consolidation or merger; or


(B)     at least ninety percent (90%) of the
consideration (other than cash payments for fractional shares or pursuant to
statutory appraisal rights) in such consolidation or merger consists of common
stock and, if applicable, any associated rights traded on a U.S. national
securities exchange (or which will be so traded when issued or exchanged in
connection with such consolidation or merger), and, as a result of such
consolidation or merger, the Debentures, upon conversion, will be convertible
solely into such common stock and associated rights (such a consolidation or
merger that satisfies the conditions set forth in this clause (B), a “Listed
Stock Business Combination”); or


(4)                                           the
following persons cease for any reason to constitute a majority of the Company’s
Board:


(A)     individuals who on the Issue Date
constituted the Company’s Board; and


(B)     any new directors whose election to the
Company’s Board or whose nomination for election by the Company’s stockholders
was approved by at least a majority of the directors of the Company then still
in office either who were directors of the Company on the Issue Date or whose
election or nomination for election was previously so approved; or


(5)                                           the
Company is liquidated or dissolved or the holders of the Company’s Capital
Stock approve any plan or proposal for the liquidation or dissolution of the
Company.



 40















(ii)           A “Termination of Trading”
shall be deemed to occur if the Common Stock of the Company (or other common
stock into which the Debentures are then convertible) is no longer listed for
trading on a U.S. national securities exchange.


Section 2.24           Modification of Indenture.  (a) Section 9.1 of the Base Indenture is
hereby amended in its entirety with respect to the Debentures as follows:


(a)           “Without the consent of any Holder,
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 for one or more of the following purposes: (a) to evidence the
succession of another corporation to the Company, or successive successions and
the assumption by the successor corporation of the covenants, agreements and
obligations of the Company hereunder and the Debentures; or (b) to convey,
transfer, assign, mortgage or pledge to the Trustee as security for the
Debentures any property or assets which the Company may desire; or (c) to add
to the covenants of the Company such further covenants, restrictions or
conditions for the protection of the Holders of all or any series of Debentures
(and if such covenants are to be for the benefit of less than all series of
Debentures stating that such covenants are expressly being included solely for
the benefit of such series) as the Board of Directors of the Company and the
Trustee shall consider to be for the protection of the Holders of such
Debentures, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided,
however, that in respect of any such additional covenant, restriction or
condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default; or (d) to provide for the issuance under this Indenture of Debentures
in coupon form (including Debentures registrable as to principal only) and to
provide for exchangeability of such Debentures with the Debentures issued
hereunder in fully registered form and to make all appropriate changes for such
purpose; or (e) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture that may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or (f) to make such other provisions in regard to matters or
questions arising under this Indenture that shall not adversely affect the
interests of any Holder in any material respect, provided that any amendment to
conform the terms of the Debentures to the description contained in the Company’s
Prospectus Supplement, dated March 9, 2007 and filed with the Commission on
March 13, 2007, relating to the Debentures will not be deemed to adversely
affect the interests of any Holder in any material respect; or (g) to evidence
and provide for the acceptance of appointment hereunder by a successor trustee
with respect to the Debentures of one or more series and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Section 6.11; or (h) to surrender any right or
power herein conferred upon the Company; or (i) to comply with the 



 41
 









requirements of the Commission in order to maintain
the qualification of this Indenture under the Trust Indenture Act; or (j) to
add or modify any other provisions with respect to matters or questions arising
under this Indenture which the Company and the Trustee may deem necessary or
desirable; provided, however, that such action pursuant to this clause (j) does
not, in the good faith opinion of the Board of Directors of the Company (as
evidenced by a Board Resolution) and the Trustee, adversely affect the
interests of any Holder of Debentures in any material respect; or (k) to the
extent necessary to make provision for a Legally Binding Replacement Covenant
or provide for a Replacement Capital Intention; or (l) provide for the addition
of Common Stock to the definition of “Qualifying Securities” for the purposes
of the Alternative Payment Mechanism and make any necessary modifications to
the indenture in connection therewith, including any related modifications to
the 2% Issuance Cap, the Maximum Share Cap and the definition of “Market
Disruption Event”; or (m) amend the definition of “Qualifying Preferred Stock” to
provide that Qualifying Preferred Stock be subject to a Legally Binding
Replacement Covenant, a Replacement Capital Intention, and/or a Mandatory
Trigger Provision; or (n) eliminate the Company’s right to elect to pay cash
pursuant to the Fundamental Change Option; or (o) to provide for Guarantees of
the Debentures of any series and/or to specify the ranking of the obligations
of each Guarantor under its respective Guarantee.  The Trustee is hereby authorized to join with
the Company and the Guarantors, if any, in the execution of any such
supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer, assignment, mortgage or pledge of any property thereunder, but the
Trustee shall not be obligated to, but may in its discretion, enter into any
such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.


Any supplemental indenture authorized by the provisions
of this Section 9.1 may be executed by the Company, the Guarantors, if any, and
the Trustee, without the consent of the Holders of any of the Debentures at the
time Outstanding, notwithstanding any of the provisions of Section 9.2.”


Section 9.2 of the Base Indenture is hereby amended in
its entirety with respect to the Debentures as follows: “With the consent
(evidenced as provided in Section 1.4) of the Holders of not less than a
majority in aggregate principal amount of the Outstanding Debentures, 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 for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner or eliminating any of the provisions of
this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the Holders of the Debentures; provided,
however, that, no such supplemental
indenture shall, without the consent of the Holder of each Debenture affected,
(i) change the Final Maturity Date, (ii) change the date of any interest
payment due upon the Debentures; (iii) reduce the principal amount of, or the
interest on, the Debentures; (iv) adversely affect the rights of the Holders to
convert the Debentures; (v) reduce the amount of or change the form of
consideration due to Holders of the Debentures upon their conversion thereof;
(vi) change the currency of payment of the Debentures to a currency other than
U.S.



 42
 









dollars; (vii) impair the right to institute suit for
the enforcement of any payment on the Debentures or adversely affect the right
of payment, if any, at the option of the Holder; or (viii) reduce the
percentage of holders necessary to modify or amend the Indenture or to waive
any past default.


Upon the request of the Company, accompanied by a
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Holders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.


It shall not be necessary for the consent of the
Holders under this Section 9.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.”


Section 2.25           Sinking Fund.  The provisions contained in Article 12 of the
Base Indenture shall not apply to the Debentures.


Section 2.26           Tax Treatment.  Except with respect to withholding on
payments of interest to non-U.S. Holders, the Company agrees, and by acquiring
an interest in a Debenture each beneficial owner of a Debenture agrees, to
treat the Debentures as indebtedness for U.S. federal income tax purposes.


Section 2.27           Rights Distributions. Upon
conversion of any Debenture or a portion thereof, the Company shall make
provision such that the Holder thereof shall receive, in addition to, and
concurrently with the delivery of Common Stock, the rights described in any
future shareholders’ rights plan(s) of the Company adopted by the Company;
provided, however, that no such provision need be made if the rights have been
separated from the Common Stock prior to the time of such conversion, but the
provisions of Section 2.17(e) shall apply.


Section 2.28           Defeasance.  Section 4.2 of the Base Indenture shall not
apply to the Debentures.


Section 2.29           Execution.  At least one Officer shall sign the
Debentures for the Company by manual or facsimile signature.


ARTICLE III


COVENANTS


Section 3.1             Limitation on Payments.  During any Optional Deferral Period and until
such time as all accrued but unpaid interest, together with any Compounded
Interest thereon, is paid in full, the Company shall not (and shall not permit
any Subsidiary to):



 43
 









(a)           declare or pay any dividends on, make
distributions regarding, or redeem, purchase, acquire or make a liquidation
payment with respect to, any shares of capital stock of the Company, other
than:


(i)            purchases of the Company’s capital
stock in connection with employee or agent benefit plans or under any dividend
reinvestment plan;


(ii)           purchases or repurchases of shares of
the Company’s capital stock pursuant to a contractually binding requirement to buy
stock existing prior to the commencement of the Optional Deferral Period,
including under a contractually binding stock repurchase plan;


(iii)          in connection with the
reclassification of any class or series of the Company’s capital stock, or the
exchange or conversion of one class or series of the Company’s capital stock
for or into another class or series of the Company’s capital stock, in each
case where the resulting capital stock ranks, upon liquidation, equal to or
junior to the capital stock so reclassified, exchanged or converted;


(iv)          the purchase of fractional interests
in shares of the Company’s capital stock in connection with the conversion or
exchange provisions of that capital stock or the security being converted or
exchanged;


(v)           dividends or distributions in the
form of the Company’s capital stock or rights to acquire the Company’s capital
stock, where the dividend stock or stock underlying the dividend rights is the
same class as the stock on which the dividend is being paid or ranks, upon
liquidation, equal to or junior to such stock;


(vi)          any declaration of a dividend in
connection with the implementation of a shareholders’ rights plan, or issuances
of capital stock under any such plan in the future, or redemptions or
repurchases of any rights outstanding under a shareholders’ rights plan; or


(vii)         the payment of any dividend during an
Optional Deferral Period within 60 days after the date of declaration thereof,
if at the date of declaration no Optional Deferral Period was in effect.


(b)           make any payment of principal of, or
interest or premium, if any, on, or pay, repurchase or redeem any Parity Debt
Securities or Junior Debt Securities, other than (i) any payment, repurchase or
redemption in respect of Parity Debt Securities made ratably and in proportion
to the respective amounts of (1) accrued and unpaid amounts on such Parity Debt
Securities, on the one hand, and (2) accrued and unpaid amounts on the
Debentures, on the other hand, (ii) any payments of Deferred Interest on Parity
Debt Securities that, if not made, would cause the Company to breach the terms
of the instrument governing such Parity Debt Securities (provided that such
payments are made in accordance with Section 3.2(f), to the extent applicable,
or (iii) the exchange or conversion of one class or series of Parity Debt
Securities or Junior Debt Securities for or into another class or series of the
Company’s Securities, in each case if the resulting 



 44
 









securities rank, upon liquidation, pari passu with or
junior to the securities so exchanged or converted; or


(c)           make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any
Subsidiary, if such guarantee ranks, upon liquidation, pari passu with or
junior to the Debentures, other than any payment in respect of Parity
Guarantees made ratably and in proportion to the respective amounts of (1)
accrued and unpaid amounts on such Parity Guarantees, on the one hand, and (2)
accrued and unpaid amounts on the Debentures, on the other hand.


Section 3.2             Alternative Payment Mechanism.


(a)           If the Company defers interest on the
Debentures, the Company shall be required, not later than (i) the Business Day
immediately following the first Interest Payment Date during an Optional
Deferral Period on which it elects to pay current interest or (ii) if earlier,
the Business Day following the fifth anniversary of the commencement of an
Optional Deferral Period, to use its Commercially Reasonable Efforts to begin
selling to persons that are not affiliates of the Company Qualifying Securities
(the “Alternative Payment Mechanism”).


(b)           The Company shall be required
pursuant to the Alternative Payment Mechanism, with respect to any subsequent
Interest Payment Date during an Optional Deferral Period until the Deferred Interest
has been paid in full, to use its Commercially Reasonable Efforts to sell
Qualifying Securities until it has raised an amount of Eligible Proceeds that,
together with the net proceeds of any sales of Qualifying Securities within the
180 days preceding such Interest Payment Date, is sufficient to pay the
Deferred Interest (including Compounded Interest) on such Interest Payment
Date, provided that, if, due to a Market Disruption Event or otherwise, the
Company is able to raise some, but not all, of the Eligible Proceeds from the
sale of Qualifying Securities necessary to pay all Deferred Interest
(including  Compounded Interest) on any
Interest Payment Date, the Company shall apply any such available net proceeds
on such Interest Payment Date to pay accrued and unpaid installments of
interest in chronological order, beginning with the Deferred Interest relating
to the earliest Interest Payment Date with respect to which interest has been
deferred. The Company shall not pay Deferred Interest (including Compounded
Interest) on the Debentures from any source other than the Eligible Proceeds
from the sale of Qualifying Securities, except at the Final Maturity Date, at
the tenth anniversary of the commencement of any Deferral Period or upon the
occurrence of an Event of Default.  The
Company must use commercially reasonable efforts to increase its authorized
Preferred Stock or Common Stock, as the case may be, so that it has sufficient
authorized Preferred Stock and Common Stock to fulfill its obligations in respect
of the Alternative Payment Mechanism.


(c)           The Company shall not be required to
issue Qualifying Warrants prior to the fifth anniversary of the commencement of
any Optional Deferral Period pursuant to the Alternative Payment Mechanism to
the extent that the net proceeds of any issuance of Qualifying Warrants applied
to pay such interest together with the net 



 45
 









proceeds of all prior issuances of Qualifying Warrants
during such Optional Deferral Period so applied, would exceed 2% of the product
of the average of the Current Stock Market Prices of the Company’s Common Stock
on 10 consecutive Trading Days ending on the second Trading Day immediately
preceding the date of issuance of such securities multiplied by the total
number of issued and outstanding shares of the Company’s Common Stock as of the
date of the Company’s then most recent publicly available consolidated
financial statements (the “2%
Issuance Cap”). In addition, the Company may not issue Qualifying
Preferred Stock if the net proceeds of any issuance of Qualifying Preferred
Stock applied to pay interest, together with the net proceeds of all prior
issuances of Qualifying Preferred Stock so applied, would exceed 25% of the
aggregate principal amount of the Debentures (the “Preferred Stock Issuance Cap”).


(d)           Once the Company reaches the 2%
Issuance Cap for any Optional Deferral Period, the Company shall not be
required to issue more Qualifying Warrants prior to the fifth anniversary of
the commencement of such Optional Deferral Period even if the 2% Issuance Cap
would have increased because of a subsequent increase in the Current Stock
Market Price or in the number of outstanding shares of the Company’s Common
Stock. The 2% Issuance Cap shall cease to apply following the fifth anniversary
of the commencement of any Optional Deferral Period, at which point the Company
must pay any Deferred Interest, regardless of the time at which it was
deferred, using the Alternative Payment Mechanism, subject to the Preferred
Stock Issuance Cap, the Maximum Share Cap and any Market Disruption Event. For
the avoidance of doubt, if the 2% Issuance Cap has been reached during an
Optional Deferral Period and the Company subsequently pays all deferred
payments (including Compounded Interest thereon), the 2% Issuance Cap shall
cease to apply, and shall only apply again once the Company starts a new
Optional Deferral Period. The Preferred Stock Issuance Cap and the Maximum
Share Cap shall each apply so long as the Debentures remain outstanding.


(e)           The Company shall not be required to
issue Qualifying Warrants pursuant to the Alternative Payment Mechanism to the
extent that the total number of shares of the Company’s Common Stock underlying
such Qualifying Warrants, together with all prior issuances of Qualifying
Warrants, exceeds 10 million shares (the “Maximum Share Cap”). The Company shall use its commercially reasonable
efforts to increase the Maximum Share Cap from time to time to a number of
shares that would allow the Company to satisfy its obligations with respect to
the Alternative Payment Mechanism. The Maximum Share Cap shall be adjusted
proportionately for any change in the number of outstanding shares of the
Company’s Common Stock by reason of any stock split, reverse stock split, stock
dividend, reclassification, recapitalization, split-up, combination, exchange
of shares or other similar transaction, effective upon the effective date of
any such transaction.


(f)            If, due to a Market Disruption
Event, the 2% Issuance Cap, Preferred Stock Issuance Cap, Maximum Share Cap or
otherwise, the Company was able to raise some, but not all, Eligible Proceeds
necessary to pay all Deferred Interest (including Compounded Interest thereon)
on any Interest Payment Date, the Company shall apply any available Eligible
Proceeds to pay accrued and unpaid installments of interest on the applicable
Interest Payment Date in chronological order beginning with 



 46
 









Deferred Interest relating to the earliest Interest
Payment Date with respect to which interest has been deferred and each Holder
shall be entitled to receive its pro rata share of any amounts received on the
Debentures. If the Company has outstanding securities in addition to, and that
rank, upon liquidation, pari passu
with, the Debentures under which the Company is obligated to sell Qualifying
Securities and apply the net proceeds to the payment of deferred interest or
distributions, then on any date and for any period the amount of net proceeds
received by the Company from those sales and available for payment of the
Deferred Interest and distributions shall be applied to the Debentures and such
other securities on a pro rata basis in proportion to the total amounts that
are due on the Debentures and such securities.


(g)           In the event the Company and the
Trustee enter into a supplemental indenture pursuant to 2.24(a) above to amend
the definition of Qualifying Securities to include Common Stock, the Company’s
ability to issue Common Stock to satisfy its obligation to pay Deferred
Interest will be subject to the same limitations as those limiting the Company’s
ability to sell Qualifying Warrants, including the limitations on selling
Qualifying Securities at a time when a Market Disruption Event exists or when
the 2% Issuance Cap or the Maximum Share Cap is exceeded.


(h)           The Company shall not be required to
sell Qualifying Securities in accordance with the Alternative Payment Mechanism
during any semi-annual period preceding any Interest Payment Date to the extent
it provides written certification to the Trustee (which the Trustee shall
promptly forward upon receipt to each holder of record of Debentures) no more
than 30 and no less than 15 days in advance of such Interest Payment Date
certifying that:


(i)            a Market Disruption Event was
existing after the immediately preceding Interest Payment Date, and


(ii)           either (a) the Market Disruption
Event continued for the entire period from the Business Day immediately
following the preceding Interest Payment Date to the Business Day immediately
preceding the date on which that certification is provided or (b) the Market
Disruption Event continued for only part of such period, but the Company was
unable after Commercially Reasonable Efforts to raise sufficient Eligible
Proceeds during the rest of such period to pay all accrued and unpaid interest.


(i)            If the Company is involved in a
business combination where immediately after its consummation more than 50% of
the surviving entity’s voting stock is owned by the shareholders of the other
party to the business combination, then the Alternative Payment Mechanism shall
not apply to any Optional Deferral Period that is terminated on the next
Interest Payment Date following the date of consummation of the business
combination (or, if later, at any time within 90 days following the date of
consummation of the business combination).


(j)            Neither the 2% Issuance Cap nor the
Preferred Stock Cap shall relieve the Company of its obligation to issue the
number of Qualifying Securities that



 47
 









the Company can issue without breach thereof and to
apply the proceeds thereof in partial payment of Deferred Interest.


(k)           If an Event of Default occurs and is
continuing, (i) the Company will not be required to sell Qualifying Securities
to make payments on Deferred Interest pursuant to the Alternative Payment
Mechanism, and (ii) the Company may make payments on Deferred Interest using
cash from any source.


Section 3.3              Covenant Against Repurchases.     If any Optional Deferral Period lasts
longer than one year, the Company will not repurchase any Qualifying Securities
sold pursuant to the Alternative Payment Mechanism or any securities that are,
in respect of liquidation, pari passu with or junior to such securities
(including, without limitation, the Company’s Common Stock), until the first
anniversary of the date on which all Deferred Interest on the Debentures, and
Compounded Interest thereon, has been paid, subject to the same exceptions as
provided for in Section 3.1(a) hereto. 
Failure by the Company to adhere to this requirement will constitute a
Covenant Breach but not an Event of Default. 
If the Company is involved in a business combination where immediately
after its consummation more than 50% of the surviving entity’s voting stock is
owned by the shareholders of the other party to the business combination, then
the one-year restriction on such repurchases will not apply to any Optional
Deferral Period that is terminated on the next Interest Payment Date following
the date of consummation of the business combination (or if later, at any time
within 90 days following the date of consummation of the business combination)


Section 3.4             Responsibility of Trustee for
Conversion Provisions.  All
calculations under this First Supplemental Indenture shall be made by the
Company and shall be made to the nearest cent or to the nearest one hundredth
of a share, as the case may be.  The
Company will be responsible for making all calculations and determinations
called for under this First Supplemental Indenture.  The Company or its agent will make those
calculations and determinations in good faith, and, absent manifest error, such
calculations and determinations will be final and binding on the Holders and
the Trustee and the Conversion Agent shall have no responsibility with respect
thereto.  The Company will provide a
schedule of these calculations and determinations to the Trustee and the
Conversion Agent, and the Trustee and the Conversion Agent shall be entitled to
rely upon the accuracy of these calculations without independent verification
thereof.


The Trustee and any
Conversion Agent shall not at anytime be under any duty or responsibility to
any Holder of Debentures to determine whether any facts exist that may require
a supplemental indenture to be executed in accordance with this First
Supplemental Indenture or any adjustment of the Conversion Rate, or with
respect to the nature or intent of any such adjustments when made, or with
reopen to the method employed, or herein or in any supplemental indenture
provided to be employed, in making the same. 
Neither the Trustee nor any Conversion Agent shall be accountable with
respect to the validity or value (of the kind or amount) of any Common Stock,
or of any other securities or property, that may at any time be issued or
delivered upon the conversion of any Debenture; and it or they do not make any
representation with respect thereto. 
Neither the Trustee nor any Conversion Agent shall be responsible for
any



 48
 









failure of the Company to make any cash payment or to
issue, transfer or deliver any shares of Common Stock or share certificates or
other securities or property upon the surrender of any Debenture for the
purpose of conversion; and the Trustee and any Conversion Agent shall not be
responsible or liable for any failure of the Company to comply with any of the
covenants of the Company contained in this Article.  The Trustee and the Conversion Agent shall be
fully protected in relying upon the Officers Certificate furnished to pursuant
to this First Supplemental Indenture.


ARTICLE IV


SUBORDINATION


Section 4.1             Agreement to Subordinate.  The Company agrees, and each Holder by
accepting a Debenture agrees, that the payment of all obligations owing in
respect of the Debentures is subordinated in right of payment, to the extent
and in the manner provided in this Article Four, to the prior payment in full
of all existing and future Senior Indebtedness of the Company and that the
subordination is for the benefit of and enforceable by the holders of such
Senior Indebtedness.  All provisions of
this Article Four shall be subject to Section 4.11.


Section 4.2             Liquidation, Dissolution,
Bankruptcy.  All existing and future Senior Indebtedness, which will
include, without limitation, interest accruing after the commencement of any
proceeding, assignment or marshalling of assets described below, will first be
paid in full before any payment, whether in cash, securities or other property,
will be made by the Company on account of the Debentures in the event of:


(a)           any insolvency, bankruptcy,
receivership, liquidation, reorganization, readjustment, composition or other
similar proceeding relating to the Company, its creditors or its property;


(b)           any proceeding for the liquidation,
dissolution or other winding-up of us, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings;


(c)           any assignment by the Company for the
benefit of creditors; or


(d)           any other marshalling of the Company’s
assets,


provided that this section will not limit the rights of the Holders to
convert their Debentures into Common Stock (but not cash, other than in respect
of fractional shares).


Section 4.3             Default on Senior Indebtedness
of the Company.  No direct or
indirect payment, in cash, property or securities, by set-off or otherwise, may
be made or agreed to be made on account of principal or interest on the
Debentures, or in respect of any payment, retirement, purchase or other
acquisition of the Debentures, if



 49















(a)           the Company defaults in the payment
of any principal of (or premium, if any) or interest on any Senior
Indebtedness, whether at maturity or at a date fixed for prepayment or upon
acceleration or otherwise; or


(b)           an event of default occurs with
respect to any Senior Indebtedness permitting the holders thereof to accelerate
the maturity thereof and written notice of such event of default (requesting
that payments on the Debentures cease) is given to the Company by the holders
of Senior Indebtedness,


unless and
until such default in payment or event of default has been cured or waived or
ceases to exist; provided, however,
this clause shall in no event limit the rights of Holders to convert their
Debentures into Common Stock (but not cash, other than in respect of fractional
shares).


Section 4.4             When Distribution Must Be Paid
Over.  In the event that any payment
or distribution of assets of the Company of any kind or character not permitted
by this Article IV, whether in cash, property or securities, shall be received
by the Trustee or the Holders of Debentures before all Senior Indebtedness is
paid in full, or provision made for such payment, in accordance with its terms,
at a time when a Responsible Officer of the Trustee or such Holder has actual
knowledge that such payment should not have been made to it, such payment or
distribution shall be held in trust for the benefit of, and, upon written
request, shall be paid over or delivered to, the holders of such Senior
Indebtedness or their agents or Representatives, or to the Trustee or trustees
under any indenture pursuant to which any instruments evidencing any of such
Senior Indebtedness may have been issued, as their respective interests may
appear, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all such Senior Indebtedness in full in
accordance with its terms, after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.


Section 4.5             Subrogation.  After all Senior Indebtedness of the Company
is paid in full and until the Debentures are paid in full, Holders shall be
subrogated to the rights of holders of such Senior Indebtedness to receive
distributions applicable to such Senior Indebtedness.  A distribution made under this Article IV to
holders of such Senior Indebtedness which otherwise would have been made to
Holders is not, as between the Company and Holders, a payment by the Company on
such Senior Indebtedness.


Section 4.6             Relative Rights.  This Article IV defines the relative rights
of Holders and holders of Senior Indebtedness of the Company.  Nothing in this Indenture shall:


(a)           impair, as between the Company and
Holders, the obligation of the Company, which is absolute and unconditional, to
pay principal of and interest on the Debentures in accordance with their terms;



 50
 









(b)           prevent the Trustee or any Holder
from exercising its available remedies upon a Default, subject to the rights of
holders of Senior Indebtedness of the Company to receive payments or
distributions otherwise payable to Holders and such other rights of such
holders of Senior Indebtedness as set forth herein; or


(c)           affect the relative rights of Holders
and creditors of the Company other than their rights in relation to holders of
Senior Indebtedness.


Section 4.7             Subordination May Not Be
Impaired by Company.  No right of any
holder of Senior Indebtedness of the Company to enforce the subordination of
the indebtedness evidenced by the Debentures shall be impaired by any act or
failure to act by the Company or by their failure to comply with this
Indenture.


Section 4.8             Rights of Trustee and Paying
Agent.  Notwithstanding Section 4.3
hereof, the Trustee or any Paying Agent may continue to make payments on the
Debentures and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any payments unless, not less than two
Business Days prior to the date of such payment, a Responsible Officer of the
Trustee receives notice satisfactory to him that payments may not be made under
this Article IV.  The Company, the
Security Registrar, the Paying Agent, a Representative or a holder of Senior
Indebtedness of the Company shall be entitled to give the notice; provided,
however, that, if an issue of Senior Indebtedness of the Company has a
Representative, only the Representative shall be entitled to give the notice.


The Trustee in its individual or any other capacity
shall be entitled to hold Senior Indebtedness of the Company with the same
rights it would have if it were not Trustee. 
The Security Registrar and the Paying Agent shall be entitled to do the
same with like rights.  The Trustee shall
be entitled to all the rights set forth in this Article IV with respect to any
Senior Indebtedness of the Company which may at any time be held by it, to the
same extent as any other holder of such Senior Indebtedness; and nothing in
Article Six of the Base Indenture shall deprive the Trustee of any of its
rights as such holder.  Nothing in this
Article IV shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.7 of the Base Indenture or any other Section of this
First Supplemental Indenture.


Section 4.9             Distribution or Notice to
Representative.  Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness
of the Company, the distribution may be made and the notice given to their
Representative (if any).


Section 4.10           Article IV Not to Prevent Events
of Default or Limit Right to Accelerate. 
The failure to make a payment pursuant to the Debentures by reason of
any provision in this Article IV shall not be construed as preventing the
occurrence of a default.  Nothing in this
Article IV shall have any effect on the right of the Holders or the Trustee to
accelerate the maturity of the Debentures.



 51
 









Section 4.11           Trust Moneys Not Subordinated.  Notwithstanding anything contained herein to
the contrary, payments from cash held in trust by the Trustee for the payment
of principal of and interest on the Debentures pursuant to Article Four of the
Base Indenture shall not be subordinated to the prior payment of any Senior
Indebtedness of the Company or subject to the restrictions set forth in this
Article IV, and none of the Holders shall be obligated to pay over any such
amount to the Company or any holder of Senior Indebtedness of the Company or
any other creditor of the Company, provided that the subordination provisions
of this Article IV were not violated at the time the applicable amounts were
deposited in trust pursuant to Article Four of the Base Indenture, as the case
may be.


Section 4.12           Trustee Entitled to Rely.  Upon any payment or distribution pursuant to
this Article IV, the Trustee and the Holders shall be entitled to rely (a) upon
any order or decree of a court of competent jurisdiction in which any
proceedings of the nature referred to in Section 4.2 hereof are pending, (b)
upon a certificate of the liquidating trustee or agent or other Person making
such payment or distribution to the Trustee or to the Holders or (c) upon the
Representatives of Senior Indebtedness of the Company for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of such Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
IV.  In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Senior Indebtedness of the Company to participate
in any payment or distribution pursuant to this Article IV, the Trustee shall
be entitled to request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and other facts pertinent to the rights of such
Person under this Article IV, and, if such evidence is not furnished, the
Trustee shall be entitled to defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.  The provisions of Section 6.1 and Section 6.2
of the Base Indenture shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article IV.


Section 4.13           Trustee to Effectuate
Subordination.  A Holder by its
acceptance of a Debenture agrees to be bound by this Article IV and authorizes
and expressly directs the Trustee, on his behalf, to take such action as may be
necessary or appropriate to effectuate the subordination between the Holders
and the holders of Senior Indebtedness of the Company as provided in this
Article IV and appoints the Trustee as attorney-in-fact for any and all such
purposes.


Section 4.14           Trustee Not Fiduciary for Holders
of Senior Indebtedness of the Company. 
The Trustee shall not be deemed to owe any fiduciary duty to the holders
of Senior Indebtedness of the Company and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or the Company
or any other Person, money or assets to which any holders of Senior
Indebtedness of the Company shall be entitled by virtue of this Article IV or
otherwise.



 52
 









Section 4.15           Reliance by Holders of Senior
Indebtedness of the Company on Subordination Provisions.  Each Holder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Indebtedness of the Company, whether such Senior Indebtedness was
created or acquired before or after the issuance of the Debentures, to acquire
and continue to hold, or to continue to hold, such Senior Indebtedness and such
holder of such Senior Indebtedness shall be deemed conclusively to have relied
on such subordination provisions in acquiring and continuing to hold, or in
continuing to hold, such Senior Indebtedness.


Without in any way limiting the generality of the
foregoing paragraph, the holders of Senior Indebtedness of the Company may, at
any time and from time to time, without the consent of or notice to the Trustee
or the Holders, without incurring responsibility to the Trustee or the Holders
and without impairing or releasing the subordination provided in this Article
IV or the obligations hereunder of the Holders to the holders of the Senior
Indebtedness of the Company, do any one or more of the following:  (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior
Indebtedness of the Company, or otherwise amend or supplement in any manner
Senior Indebtedness of the Company, or any instrument evidencing the same or
any agreement under which Senior Indebtedness of the Company is outstanding;
(b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Senior Indebtedness of the Company; (c) release
any Person liable in any manner for the payment or collection of Senior Indebtedness
of the Company; and (d) exercise or refrain from exercising any rights against
the Company and any other Person.


ARTICLE V


MISCELLANEOUS


Section 5.1             Ratification of Indenture.  The Base Indenture, as supplemented and
amended by this First Supplemental Indenture, is ratified and confirmed, and
this First Supplemental Indenture shall be deemed part of the Base Indenture
with respect to the Debentures (but not any other series of Securities issued
pursuant to the Base Indenture) in the manner and to the extent herein and
therein provided.  If any provision of
this First Supplemental Indenture is inconsistent with a provision of the Base
Indenture, the terms of this First Supplemental Indenture shall control with
respect to the Debentures (but not any other series of Securities issued
pursuant to the Base Indenture).


Section 5.2             Governing Law.  This First Supplemental Indenture and the
Debentures shall be governed by, and construed in accordance with, the laws of
the State of New York.


Section 5.3             Capital Replacement.  The Debentures are not subject to a Legally
Binding Replacement Covenant, and in connection with the issuance of the
Debentures the Company has not expressed a Replacement Capital Intention.  However, 



 53
 









it is understood that the Company will be permitted,
without the consent of Holders, to provide for a Replacement Capital
Obligation, or a Replacement Capital Intention, in respect of the Debentures in
the future.


Section 5.4             Severability.  In case any one or more of the provisions
contained in this First Supplemental Indenture, the Base Indenture or the
Debentures shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not
affect any other provisions of this First Supplemental Indenture, of the Base
Indenture or of the Debentures, but this First Supplemental Indenture, the Base
Indenture and the Debentures shall be construed as if such invalid or illegal
or unenforceable provision had never been contained herein or therein.


Section 5.5             Counterparts.  This First Supplemental Indenture may be
executed in counterparts each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.


Section 5.6             The Trustee.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
First Supplemental Indenture or for or in respect of the recitals contained
herein, all of which are made solely by the Company.



 54
 









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


	
  

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William J.
  Federici

  
	
   

  	
   

  	
  Name: William J.
  Federici

  
	
   

  	
   

  	
  Title: Vice
  President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  as trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George J.
  Rayzis

  
	
   

  	
   

  	
  Name: George J.
  Rayzis

  
	
   

  	
   

  	
  Title: Vice
  President

  



 



 55















EXHIBIT A


[Form of Face of
Debenture]


[THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF CEDE & CO. AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”),
OR A NOMINEE OF THE DEPOSITARY.  THIS
DEBENTURE IS EXCHANGEABLE FOR DEBENTURES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS DEBENTURE (OTHER THAN A
TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED UNLESS AND UNTIL THIS DEBENTURE IS EXCHANGED IN WHOLE OR IN PART FOR
DEBENTURES IN DEFINITIVE FORM.  UNLESS
(A) THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO WEST PHARMACEUTICAL SERVICES, INC. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, (B) ANY DEBENTURE ISSUED IS REGISTERED IN THE
NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND (C) ANY
PAYMENT HEREON IS MADE TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY, AND EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.](1)


 






(1)           Include
for Global Debentures.



 A-1
 









4.00%
CONVERTIBLE JUNIOR SUBORDINATED DEBENTURE DUE 2047


CUSIP


ISIN


No.


$


WEST
PHARMACEUTICAL SERVICES, INC.


This Debenture is one of a duly authorized series of
Securities of WEST PHARMACEUTICAL SERVICES, INC. (the “Debentures”),
all issued under and pursuant to an indenture (the “Base
Indenture”) dated as of March 14, 2007, duly executed and delivered
by WEST PHARMACEUTICAL SERVICES, INC., a Pennsylvania corporation (the “Company,” which term includes any successor corporation
under the Indenture, as hereinafter referred to), and U.S. Bank National
Association (the “Trustee”), as supplemented by the
First Supplemental Indenture thereto dated as of March 14, 2007 (the “First Supplemental Indenture,” and together with the Base
Indenture, the “Indenture”), between the Company
and the Trustee, to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Debentures.


The Company, for value received, hereby promises to
pay to     or its registered assigns, the
principal sum of                                 U.S. Dollars ($                ) on the Maturity Date of the
Debentures, subject to earlier conversion by the Holders thereof pursuant to
Section 2.13 and Section 2.14 of the First Supplemental Indenture, and subject
to the further condition that the Debentures may be converted at the option of
the Company, in certain circumstances, pursuant to Section 2.8 of the First
Supplemental Indenture.


Subject to Section 2.5 and Section 2.6 of the First
Supplemental Indenture, Interest Payment Dates shall be March 15 and September
15, commencing on September 15, 2007.


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



 A-2
 









IN WITNESS WHEREOF, the Company has caused this
instrument to be signed manually or by facsimile by its duly authorized
officer.


	
  

  	
  WEST
  PHARMACEUTICAL SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   Title

  



 


This is one of the [Global]

Debentures referred to in the

within-mentioned Indenture:


U.S. Bank National Association,

as Trustee


By:


Authorized Signatory


Dated________________, 20___



 A-3
 









[Form of Reverse of
Debenture]


4.00% CONVERTIBLE JUNIOR
SUBORDINATED DEBENTURE DUE 2047


To the extent permitted by applicable law, to the
extent that any rights or other provisions of this Debenture differ from or are
inconsistent with those contained in the Indenture, then the Indenture shall
control.  Capitalized terms used herein but
not defined shall have the meanings assigned to them in the Indenture unless
otherwise indicated.


1.             Interest.  West Pharmaceutical Services, Inc., a
Pennsylvania corporation (including any successor corporation under the
Indenture hereinafter referred to, the “Company”), promises to pay interest on
the principal amount of this Debenture at the Debenture Interest Rate (as
defined below) from March 14, 2007 to the Maturity Date or such earlier date as
this Debenture is converted in accordance with Section 2.8, Section 2.13 and
Section 2.14 of the First Supplemental Indenture.


Subject to Section 2.5 and Section 2.6 of the First
Supplemental Indenture, this Debenture will accrue interest at a rate per annum
of 4.00% of the principal amount hereof (the “Debenture Interest Rate”),
payable semi-annually in arrears on March 15 and September 15 of each year
(each an “Interest Payment Date”), commencing on March 15, 2007.  Interest not paid on any Interest Payment
Date, including any interest deferred during any Optional Deferral Period, will
accrue and compound semi-annually at the Debenture Interest Rate, to the extent
permitted by applicable law, as provided in the Indenture.  Subject to Section 2.5(a)(ii) of the First
Supplemental Indenture, such interest will accrue and compound to the date that
it is actually paid.


The amount of interest on this Debenture payable for
any Interest Payment Date shall be computed (i) for any full Interest Payment
Period, on the basis of a 360-day year of twelve 30-day months, (ii) for any
period shorter than a full Interest Payment Period, on the basis of 30-day
months and (iii) for any period shorter than a 30-day month, on the basis of
the actual number of days elapsed in that period.


2.             Method of Payment.  For so long as the Debenture is held in
book-entry-only form, interest shall be paid on each Interest Payment Date to
the Person in whose name the Debenture is registered in the Security Register
at 5:00 p.m., New York City time, on the last Business Day prior to the
Interest Payment Date (each such date a “Regular Record Date”).  In the event that the Debenture is no longer
held in book-entry-only form or is not represented by Global Securities, the
Company may select different Regular Record Dates, which must each be at least
one Business Day before the relevant Interest Payment Date.


Payment of principal of and interest on the Debenture
shall be made, the transfer of the Debenture will be registrable and the
Debenture will be exchangeable for Debentures of other denominations of a like
principal amount at the office or agency of the Trustee maintained for such
purpose, initially the Corporate Trust Office. 
Payment of any principal and interest on Debentures issued as Global
Debentures[, including this 



 A-4
 









Debenture,](2) shall be payable by the Company through
the Paying Agent to the Depositary in immediately available funds.  At the Company’s option, interest on
Debentures issued in physical form may be payable (i) by a U.S. dollar check
drawn on a bank in The City of New York mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register, or (ii)
upon application to the Security Registrar not later than 10 days before the
Interest Payment Date by a Holder of Debentures having an aggregate principal
amount in excess of $2,000,000, by wire transfer in immediately available
funds, which application shall remain in effect until the Holder of Debentures
notifies, in writing, the Security Registrar to the contrary.


3.             Paying Agent, Registrar and Conversion Agent.  Initially, U.S. Bank National Association,
the Trustee under the Indenture, will act as Paying Agent, Registrar and
Conversion Agent.  The Company may change
any Paying Agent, Registrar or Conversion Agent without notice to any Holder.  The Company or any of its Subsidiaries may
act in any such capacity.


4.             Indenture.  The terms of this Debenture include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended (“TIA”).  This Debenture is subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of all
such terms.  To the extent any provision
of this Debenture conflicts with the express provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling.  This Debenture is an obligation of the
Company.


5.             Optional Deferral of Interest.  Subject to Section 3.2 of the First
Supplemental Indenture, as long as no Event of Default has occurred and is
continuing, the Company shall have the right at any time and from time to time,
to defer payments of interest on this Debenture by extending the Interest
Payment Period on the Debenture for a period not exceeding 10 years, in the
aggregate, following the Interest Payment Date on which interest was deferred
(an “Optional Deferral Period”).  During
an Optional Deferral Period, Deferred Interest on this Debenture shall not be
due and payable, but will continue to accrue and compound semi-annually, to the
extent permitted by applicable law, at the Debenture Interest Rate.


An Optional Deferral Period shall terminate on such
date as all accrued and unpaid interest, together with Compounded Interest, if
any, has been paid by the Company, provided that in no event shall an Optional
Deferral Period extend beyond the date which is 10 years following the
commencement of the Optional Deferral Period, beyond the Automatic Conversion
Date or beyond the Maturity Date of this Debenture.  Upon termination of an Optional Deferral
Period, the Company may commence a new Optional Deferral Period, subject to the
other conditions in Section 2.6 of the First Supplemental Indenture, there
being no limit to the number of such new Optional Deferral Periods the Company
may elect.






(2)           Include
for Global Debentures.



 A-5
 









During an Optional Deferral Period, the Company shall
be subject to the covenants set forth in Section 3.1 of the First Supplemental
Indenture.


6.             Deferral of Interest in General.  Any Deferred Interest will in all events be
due and payable upon the Maturity Date, subject, in the case of Foregone
Interest, to Section 2.6(f) of the First Supplemental Indenture.


At the termination of any Optional Deferral Period,
the Company shall pay all Deferred Interest then accrued and unpaid, together
with Compounded Interest, on the Interest Payment Date on which such Optional
Deferral Period terminates.


In no event shall any Optional Deferral Period (i)
exceed 10 consecutive years following the first Interest Payment Date on which
any interest payment was deferred pursuant to Section 2.6 of the First
Supplemental Indenture, (ii) unless Deferred Interest is satisfied using the
Alternative Payment Mechanism, end on a date other than an Interest Payment
Date, (iii) extend beyond the Automatic Conversion Date, or (iv) extend beyond
the Maturity Date.  For purposes of
determining compliance with the foregoing limitation on any Optional Deferral
Period, (x) only when all Deferred Interest has been paid shall any Optional
Deferral Period end; and (y) after the commencement of an Optional Deferral Period,
the period from the first Interest Payment Date for which interest is deferred
pursuant to Section 2.6 of the First Supplemental Indenture and ending on the
date on which all Deferred Interest, including Compounded Interest, is paid in
full, shall be included for purposes of calculating the length of an Optional
Deferral Period.


8.             Automatic Conversion.  At any time on or after March
20, 2012, the Company shall have the right, at its option, to cause the
Debentures, in whole but not in part, to be automatically converted into a
number of whole shares of Common Stock at the Conversion Rate then in effect,
with any resulting fractional shares of Common Stock to be settled in
accordance with Section 2.16 of the First Supplemental Indenture (an “Automatic
Conversion”). The Company may exercise its right to cause an Automatic
Conversion only if the Closing Sale Price of the Common Stock has exceeded 150%
of the then prevailing Conversion Price for at least 20 Trading Days in any
consecutive 30 Trading Day period, including the last Trading Day of such 30
Trading Day period, ending on the Trading Day prior to the Company’s issuance
of a press release, as described in Section 2.8(b) of the First
Supplemental Indenture, announcing the Company’s exercise of its right to cause
Automatic Conversion.


In addition to any
information required by applicable law or regulation, the press release and
notice of an Automatic Conversion described in Section 2.8(b) of the First
Supplemental Indenture shall state, as appropriate: (a) the Automatic
Conversion Date; (b) the number of shares of Common Stock to be issued upon
conversion of each $1,000 principal amount of Debentures; (c) the principal
amount of Debentures to be converted; and (d) that interest on the Debentures
to be converted will cease to accrue on the Automatic Conversion Date.



 A-6















On and after the
Automatic Conversion Date, interest will cease to accrue on the Debentures
called for an Automatic Conversion, all rights of Holders will terminate
(except for the right to receive the whole shares of Common Stock issuable upon
conversion thereof at the Conversion Rate then in effect and cash in lieu of
any fractional shares of Common Stock, settled in accordance with Section 2.16
of the First Supplemental Indenture). If the Automatic Conversion Date occurs
during the period between the close of business on any Regular Record Date and
the close of business on the corresponding Interest Payment Date, the interest
payment with respect to the Debentures will be payable to the Holder of record
of such Debentures on such Regular Record Date. Except as provided in the
immediately preceding sentence, with respect to an Automatic Conversion
pursuant to Section 2.8(a) of the First Supplemental Indenture, the
Company shall make no payment or adjustment for accumulated and unpaid
interest, relating to the current Interest Period.


The Company may not authorize, issue a press release
or give notice of any Automatic Conversion pursuant to Section 2.8(a) of
the First Supplemental Indenture (i) during an Optional Deferral Period and
(ii) unless, prior to giving the notice of Automatic Conversion, all accrued
and unpaid Deferred Interest on the Debentures, including Compounded Interest,
for periods ended prior to the date of such notice or press release shall have
been paid.


10.           No Sinking Fund.  The Company shall not be required to make
mandatory redemption or sinking fund payments with respect to the securities.


11.           Conversion.  Subject to earlier Maturity, Holders may
surrender Debentures in integral multiples of $1,000 principal amount for
conversion into shares of Common Stock at the Conversion Rate in effect on the
Conversion Date, by surrender of the interest in this Debenture so to be
converted in whole or in part, together with any required funds, under in
accordance with Section 2.13 and 2.14 of the First Supplemental Indenture.


[In order to exercise the conversion right with respect to any
Debenture in certificated form, the Company must receive at the office or
agency of the Company maintained for that purpose in The City of New York
pursuant to Section 10.2 of the Base Indenture or, at the option of the Holder
of such Debenture, the Corporate Trust Office, such Debenture with the original
or facsimile of the form entitled “Conversion Notice” attached hereto, duly
completed and manually signed, together with such Debenture duly endorsed for
transfer, accompanied by the funds, if any, required by Section 2.14 of the
First Supplemental Indenture.  Such
notice shall also state the name or names (with address or addresses) in which
the certificate or certificates for any shares of Common Stock which shall be
issuable on such conversion shall be issued, and shall be accompanied by
transfer or similar taxes, if required pursuant to Section 2.19 of the First
Supplemental Indenture.  In addition, if
the conversion is being made pursuant to the exercise of the Fundamental Change
Option, the conversion notice shall so state.](3)






(3)           Include
for definitive Debentures



 A-7
 









[In order to
exercise the conversion right, the beneficial owner must arrange for its
broker, dealer or other DTC participant to complete, or cause to be completed,
the appropriate instruction form for conversion pursuant to the Depositary’s
book-entry conversion program; deliver, or cause to be delivered, by book-entry
delivery an interest in such Global Debenture; furnish appropriate endorsements
and transfer documents if required by the Company or the Trustee or conversion
agent; and pay the funds, if any, required by Section 2.14 of the First
Supplemental Indenture and any transfer taxes if required pursuant to Section
2.19 of the First Supplemental Indenture.](4)


13.           Denomination, Transfer and Exchange.  The Debentures are only in fully registered
form without coupons in denominations of $1,000 and any integral multiple
thereof.  As provided in the Indenture
and subject to certain limitations herein and therein set forth, Debentures so
issued are exchangeable for a like aggregate principal amount of Debentures of
a different authorized denomination, as requested by the Holder surrendering
the same.


As provided in the Indenture and subject to certain
limitations therein set forth, this Debenture is transferable by the registered
Holder hereof on the Security Register of the Company, upon surrender of this
Debenture for registration of transfer at the office or agency of the Trustee
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee, duly executed by the registered
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Debentures of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or
transferees.  No service charge will be
made for any such transfer, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in relation thereto.


14.           Subordination.  The payment of principal of and interest on
this Debenture is, to the extent and in the manner provided in the Indenture,
subordinated and subject in right of payment to the prior payment in full of
all amounts then due on all Senior Indebtedness of the Company, and this
Debenture is issued subject to such subordination provisions contained in the
Indenture.  Each Holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and (c) appoints the Trustee such Holder’s
attorney-in-fact for any and all such purposes.


15.           Amendments and Supplements.  The Indenture provides for amendments,
supplements and waivers with respect to the Indenture as set forth in Article
Nine and Section 10.6 of the Base Indenture, as supplemented by Section 2.24 of
the First Supplemental Indenture.


16.           Covenants.  The Indenture specifies covenants of the
Company with respect to the Debentures, as set forth in Article Ten of the Base
Indenture as supplemented by Article III of the First Supplemental Indenture.






(4)           Include
for Global Debentures



 A-8
 









17.           Persons Deemed Owners.  The registered Holder of this Debenture shall
be treated as its owner for all purposes.


18.           Modification of Indenture.  With the consent of the Holders of not less
than a majority in aggregate principal amount of the Outstanding Debentures,
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
to the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or of modifying in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Debentures; provided, however,
that, no such supplemental indenture shall, without the consent of the Holder
of each Debenture affected, (i) change the Maturity Date, (ii) change the date
of any interest payment due upon the Debentures; (iii) reduce the principal
amount of, or the interest on, the Debentures; (iv) adversely affect the rights
of the Holders to convert the Debentures; (v) reduce the amount of or change
the form of consideration due to Holders of the Debentures upon their
conversion thereof; (vi) change the currency of payment of the Debentures to a
currency other than U.S. dollars; (vii) impair the right to institute suit for
the enforcement of any payment on the Debentures or adversely affect the right
of repayment, if any, at the option of the Holder; or (viii) reduce the
percentage of holders necessary to modify or amend the Indenture or to waive
any past default.


19.           Events of Default and Covenant Defaults.  Subject to the provisions of Article Five of
the Base Indenture and Section 2.9 of the First Supplemental Indenture, each of
the following events shall be an Event of Default with respect to this
Debenture, giving rise to a right in Holders hereof, subject to Section 5.2 of
the Base Indenture, to declare the principal amount of this Debenture plus
accrued and unpaid interest to be due and payable immediately:


(i)            default
for 30 calendar days in the payment of any interest on the Debenture, including
any Compounded Interest, when it becomes due and payable under the Indenture;
provided, however, that the deferral of interest during an Optional Deferral
Period satisfying Section 2.6 of the First Supplemental Indenture shall not
constitute a default in the payment of interest;


(ii)           deferral
of interest on the Debenture, due to an optional deferral, that continues for
10 consecutive years after the date on which the Company began the deferral of
interest without all Deferred Interest, including any Compounded Interest, having
been paid in full on or prior to the day that is 30 days after the date that is
10 years after the commencement of such deferral;


(iii)          default
in the payment of the principal of the Debenture when due; or


(iv)          an
Event of Default as set forth in clause (iv) of Section 2.9 of the First
Supplemental Indenture.



 A-9
 









The Indenture provides for Covenant Defaults and
remedies relating thereto with respect to the Debentures as set forth in
Article Five of the Base Indenture as supplemented by Section 2.10 of the First
Supplemental Indenture.


20.           Tax Treatment.  Except with respect to withholding on
payments of interest to non-U.S. Holders, the Company agrees, and by acquiring
an interest in a Debenture each beneficial owner of a Debenture agrees, to
treat the Debenture as indebtedness for U.S. federal income tax purposes.


21.           Governing Law.  The Indenture and this Debenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.


22.           Trustee Dealings with Company.  The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with the Company or its
Affiliates, as if it were not the Trustee.


23.           No Recourse Against Others.  No recourse shall be had for the payment of
the principal of, or the interest on, this Debenture, or for any claim based
hereon or otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, shareholder, officer or director, past,
present or future, as such, of the Company or of any successor corporation,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.


24.           Authentication.  This Debenture shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.


25.           Abbreviations.  Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).


26.           CUSIP Numbers.  Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Debentures and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders.  No representation is made as to the accuracy
of such numbers either as printed on the Debentures or as contained in any
notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.


27.           Copies of Indenture.  The Company will furnish to any Holder upon
written request and without charge a copy of the Indenture.  Requests may be made to:



 A-10
 









West Pharmaceutical Services, Inc.

101 Gordon Drive

PO Box 645

Lionville, Pennsylvania 19341-0645

Attention: General Counsel



 A-11















Assignment
Form


To assign this Debenture, fill in the form below:


(I) or (we) assign and transfer this Debenture to


(Insert assignee’s soc.
sec. or other tax I.D. no.)


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


and irrevocably appoint as agent to transfer this
Debenture on the books of the Company. The agent may substitute another to act
for him.


	
  Date:

  	
   

  	
  Your Signature:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Sign exactly as your name appears on the face of
  this Debenture)

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
  Guarantee:

  
	
   

  	
   

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

  



 



 A-12
 









CONVERSION NOTICE


To convert this
Debenture in accordance with the Indenture, check the box:  o


 


To convert this
Debenture pursuant to the exercise of a Fundamental Change Option, check the
box:   o


 


To convert only part of this Debenture, state the principal amount to
be converted (must be in multiples of $1,000):


$__________________


If you want the
stock certificate made out in another person’s name, fill in the form below:


 






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


 


















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






Date:______________    Signature(s):______________________________________________________


_____________________________________________________________

(Sign exactly as your name(s) appear(s) on the other side of this Debenture)


Signature(s)
guaranteed by: ______________________________________________________________


(All signatures must be guaranteed by a guarantor
institution participating in the Securities Transfer Agents Medallion Program
or in such other guarantee program acceptable to the Trustee.)



 A-13
 









[SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL
DEBENTURE


The following exchanges of a part of this Global
Debenture for an interest in another Global Debenture or for a definitive
Debenture, or exchanges of a part of another Global Debenture or definitive
Debenture for an interest in this Global Debenture, have been made:


	
  Date of Exchange

  	
   

  	
  Amount of decrease

  in Principal amount

  of this

  Global Debenture

  	
   

  	
  Amount of increase

  in Principal Amount 

  of this

  Global Debenture

  	
   

  	
  Principal Amount

  of this Global

  Debenture following

  such decrease

  (or increase)

  	
   

  	
  Signature of

  authorized signatory

  of Trustee

  [or Custodian]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


3              Include
for Global Debentures.



 A-14