Exhibit 4.5 to St. Jude Medical, Inc. Form S-3ASR dated December 5, 2005







EXHIBIT 4.5 
















ST. JUDE MEDICAL, INC.  

[    ]% Convertible Senior Debentures Due 2035 





INDENTURE 

Dated as of December [    ], 2005 





U.S. BANK NATIONAL ASSOCIATION  

TRUSTEE 
































Cross-Reference Table1 



	Trust Indenture Act Section	Indenture Section
	310 (a)(1)	 	7.10	 
	       (a)(2)	 	7.10	 
	       (a)(3)	 	N.A.	 
	       (a)(4)	 	N.A.	 
	       (a)(5)	 	N.A.	 
	       (b)	 	7.08, 7.10	 
	       (c)	 	N.A.	 
	311 (a)	 	7.11	 
	       (b)	 	7.11	 
	       (c)	 	N.A.	 
	312 (a)	 	2.05	 
	       (b)	 	12.03	 
	       (c)	 	12.03	 
	313 (a)	 	7.06	 
	       (b)(1)	 	7.06	 
	       (b)(2)	 	7.06	 
	       (c)	 	7.06, 12.02	 
	       (d)	 	7.06	 
	314 (a)	 	4.02	 
	       (b)	 	N.A.	 
	       (c)(1)	 	12.04	 
	       (c)(2)	 	12.04	 
	       (c)(3)	 	N.A.	 
	       (d)	 	N.A.	 
	       (e)	 	12.05	 
	       (f)	 	4.04	 
	315 (a)	 	7.01(b)	 
	       (b)	 	7.05	 
	       (c)	 	7.01(a)	 
	       (d)	 	7.01(c)	 
	       (e)	 	6.11	 
	316 (a)(1)(A)	 	6.05	 
	       (a)(1)(B)	 	6.04	 
	       (a)(2)	 	2.08	 
	       (b)	 	6.07	 
	       (c)	 	1.05(e)	 
	317 (a)(1)	 	6.08	 
	       (a)(2)	 	6.09	 
	       (b)	 	2.04	 
	318 (a)	 	12.01	 
	_________________
     N.A. means not applicable. 	 	 	 
	
_________________
     1This Cross-Reference Table is not part of the Indenture.	 	 	 



















TABLE OF CONTENTS 






		PAGE 

	 
	ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01.   Definitions 	 	1	 
	Section 1.02.   Other Definitions 	 	9 
	Section 1.03.   Incorporation by Reference of Trust Indenture Act	 	10	 
	Section 1.04.   Rules of Construction 	 	10	 
	Section 1.05.   Acts of Holders 	 	11	 
	 
	ARTICLE 2
THE SECURITIES 
	 
	Section 2.01.   Form and Dating 	 	12 
	Section 2.02.   Execution and Authentication 	 	13 
	Section 2.03.   Registrar, Paying Agent and Conversion Agent 	 	13 
	Section 2.04.   Paying Agent to Hold Money and Securities in Trust 	 	14 
	Section 2.05.   Securityholder Lists 	 	14 
	Section 2.06.   Transfer and Exchange 	 	15 
	Section 2.07.   Replacement Securities 	 	16 
	Section 2.08.   Outstanding Securities; Determinations of Holders’ Action 	 	17 
	Section 2.09.   Temporary Securities 	 	17 
	Section 2.10.   Cancellation 	 	18 
	Section 2.11.   Persons Deemed Owners 	 	18 
	Section 2.12.   Global Securities 	 	18 
	Section 2.13.   CUSIP Numbers 	 	23 
	Section 2.14.   Contingent Debt Tax Treatment 	 	23 
	Section 2.15.   Calculation of Tax Original Issue Discount 	 	24 
	 
	ARTICLE 3
REDEMPTION AND REPURCHASES
	 
	Section 3.01.   Company’s Right to Redeem; Notices to Trustee 	 	24 
	Section 3.02.   Selection of Securities to Be Redeemed 	 	25 
	Section 3.03.   Notice of Redemption 	 	25 
	Section 3.04.   Effect of Notice of Redemption 	 	26 
	Section 3.05.   Deposit of Redemption Price 	 	27 
	Section 3.06.   Securities Redeemed in Part 	 	27 
	Section 3.07.   Repurchase of Securities by the Company at Option of the Holder 	 	27 
	Section 3.08.   Repurchase of Securities at Option of the Holder Upon a Fundamental Change 	 	30 









i 









	Section 3.09.   Effect of Repurchase Notice or Fundamental Change Repurchase Notice 	 	33 	 
	Section 3.10.   Deposit of Repurchase Price or Fundamental Change Repurchase Price 	 	34 
	Section 3.11.   Securities Purchased in Part 	 	34 
	Section 3.12.   Covenant to Comply with Securities Laws upon Purchase of Securities 	 	34 
	Section 3.13.   Repayment to the Company 	 	34 
	 
	ARTICLE 4
COVENANTS 
	 
	Section 4.01.   Payment of Securities 	 	35 
	Section 4.02.   SEC and Other Reports 	 	35 
	Section 4.03.   Compliance Certificate 	 	35 
	Section 4.04.   Further Instruments and Acts 	 	36 
	Section 4.05.   Maintenance of Office or Agency 	 	36 
	 
	ARTICLE 5
SUCCESSOR PERSON 
	 
	Section 5.01.   When Company May Merge or Transfer Assets 	 	36 
	 
	ARTICLE 6
DEFAULTS AND REMEDIES
	 
	Section 6.01.   Events of Default 	 	37 
	Section 6.02.   Acceleration 	 	39 
	Section 6.03.   Other Remedies 	 	40 
	Section 6.04.   Waiver of Past Defaults 	 	40 
	Section 6.05.   Control by Majority 	 	40 
	Section 6.06.   Limitation on Suits 	 	40 
	Section 6.07.   Rights of Holders to Receive Payment 	 	41 
	Section 6.08.   Collection Suit by Trustee 	 	41 
	Section 6.09.   Trustee May File Proofs of Claim 	 	41 
	Section 6.10.   Priorities 	 	42 
	Section 6.11.   Undertaking for Costs 	 	43 
	Section 6.12.   Waiver of Stay, Extension or Usury Laws 	 	43 
	 
	ARTICLE 7
TRUSTEE 
	 
	Section 7.01.   Duties of Trustee 	 	43 
	Section 7.02.   Rights of Trustee 	 	45 
	Section 7.03.   Individual Rights of Trustee 	 	47 
	Section 7.04.   Trustee's Disclaimer 	 	47 
	Section 7.05.   Notice of Defaults 	 	47 






ii 









	Section 7.06.   Reports by Trustee to Holders 	 	47 	 
	Section 7.07.   Compensation and Indemnity 	 	48 
	Section 7.08.   Replacement of Trustee 	 	49 
	Section 7.09.   Successor Trustee by Merger 	 	50 
	Section 7.10.   Eligibility; Disqualification 	 	50 
	Section 7.11.   Preferential Collection of Claims Against Company 	 	50 
	 
	ARTICLE 8
DISCHARGE OF INDENTURE 
	 
	Section 8.01.   Discharge of Liability on Securities 	 	50 
	Section 8.02.   Repayment to the Company 	 	50 
	Section 8.03.   Application of Trust Money 	 	51 
	 
	ARTICLE 9
AMENDMENTS 
	 
	Section 9.01.   Without Consent of Holders 	 	51 
	Section 9.02.   With Consent of Holders 	 	52 
	Section 9.03.   Compliance With Trust Indenture Act 	 	54 
	Section 9.04.   Revocation and Effect of Consents, Waivers and Actions 	 	54 
	Section 9.05.   Notice of Amendments, Notation on or Exchange of Securities 	 	54 
	Section 9.06.   Trustee to Sign Supplemental Indentures 	 	54 
	Section 9.07.   Effect of Supplemental Indentures 	 	54 
	 
	ARTICLE 10
CONVERSIONS 
	 
	Section 10.01.   Conversion Privilege 	 	55 
	Section 10.02.   Conversion Procedure; Conversion Rate; Fractional Shares 	 	60 
	Section 10.03.   Payment Upon Conversion 	 	62 
	Section 10.04.   Adjustment of Conversion Rate 	 	64 
	Section 10.05.   Effect of Reclassification, Consolidation, Merger or Sale 	 	73 
	Section 10.06.   Taxes on Shares Issued 	 	75 
	Section 10.07.   Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental Requirements 	 	75 
	Section 10.08.   Responsibility of Trustee 	 	75 
	Section 10.09.   Notice to Holders Prior to Certain Actions 	 	76 
	Section 10.10.   Shareholder Rights Plan 	 	77 
	Section 10.11.   Unconditional Right of Holders to Convert 	 	77 
	 
	ARTICLE 11
CONTINGENT INTEREST 
	 
	Section 11.01.   Contingent Interest 	 	77 
	Section 11.02.   Payment of Contingent Interest 	 	78 
	Section 11.03.   Contingent Interest Notification 	 	78 





iii 









	ARTICLE 12
MISCELLANEOUS 
	 
	Section 12.01.   Trust Indenture Act Controls 	 	78 	 
	Section 12.02.   Notices 	 	78 
	Section 12.03.   Communication by Holders with Other Holders 	 	79 
	Section 12.04.   Certificate and Opinion as to Conditions Precedent 	 	80 
	Section 12.05.   Statements Required in Certificate or Opinion 	 	80 
	Section 12.06.   Separability Clause 	 	80 
	Section 12.07.   Rules by Trustee, Paying Agent, Conversion Agent and Registrar 	 	80 
	Section 12.08.   legal holidays 	 	80 
	Section 12.09.   Governing Law 	 	81 
	Section 12.10.   No Recourse Against Others 	 	81 
	Section 12.11.   Successors 	 	81 
	Section 12.12.   Multiple Originals 	 	81 





	EXHIBIT A	 	Form of Global Security	 
	EXHIBIT B	 	Form of Certificated Security	 
	EXHIBIT C	 	Form of Notice of Redemption	 
	EXHIBIT D	 	Form of Notice of Repurchase	 
	EXHIBIT E	 	Notice of Occurrence of Change of Control	 
	
SCHEDULE I	 	Number of Additional Shares	 

















iv 











        INDENTURE dated as of
December [    ], 2005 between ST. JUDE MEDICAL, INC., a Minnesota corporation (“Company”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association (“Trustee”). 


        Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s [    ]% Convertible
Senior Debentures Due 2035: 




ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE 



        Section 1.01.   Definitions.  



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



        “Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction
and as in effect from time to time. 



        “Bid Solicitation
Agent” means the agent of the Company appointed to obtain quotations for the Securities as set forth under the definition
of Trading Price, which such agent shall be appointed no later than the first Contingent Interest Period and shall at no time be
an Affiliate of the Company. The Company may, from time to time, change the Bid Solicitation Agent. 



        “Board of
Directors” means either the board of directors of the Company or any duly authorized committee of such board. 



        “Board
Resolution” means a resolution of the Board of Directors. 



        “Business
Day” means, with respect to any Security, any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.




        “Capital
Stock” for any corporation means any and all shares, interests, rights to purchase, warrants, options, participations or
other equivalents of or interests in (however designated) stock issued by that corporation. 





1 











        “Certificated
Securities” means Securities that are in the form of the Securities attached hereto as Exhibit B. 



        “Change of
Control” means the occurrence at such time after the original issuance of the Securities when any of the following has
occurred: 



        (1)       a
“person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act files a Schedule 13D or any
schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect
“beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of shares of Common Stock representing more than
50% of the Voting Stock; or 



        (2)                 the
first day on which a majority of the members of the Board of Directors does not consist of Continuing Directors; or 



        (3)                 a
consolidation, merger or binding share exchange, or any conveyance, transfer, sale, lease or other disposition of all or
substantially all of the Company’s properties and assets to another Person, other than: 



	  	(a)       any transaction (i)
that does not result in any reclassification, conversion, exchange or cancellation of Capital Stock and (ii) pursuant to which
holders of the Company’s Capital Stock immediately prior to such transaction have the entitlement to exercise, directly or
indirectly, 50% or more of the total Voting Stock of the continuing or surviving or successor Person immediately after giving
effect to such issuance; or 






	  	(b)       any merger, share
exchange, transfer of assets or similar transaction solely for the purpose of changing the Company’s jurisdiction of
incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock, if at all, solely
into shares of common stock, ordinary shares or American Depositary Shares of the surviving entity or a direct or indirect parent
of the surviving corporation; or 






	  	(c)       any consolidation,
merger, conveyance, transfer, sale, lease or other disposition with or into a Subsidiary, so long as such merger, consolidation,
conveyance, transfer, sale, lease or other disposition is not part of a plan or a series of transactions designed to or having the
effect of merging, consolidating with or conveying, transferring, selling, leasing or otherwise disposing of all or substantially
all the Company’s properties and assets to, any other Person. 






        The term “person”
includes any syndicate or group that would be deemed to be a “person” under Section 13(d)(3) of the Exchange Act.





2 










        “close of
business” means 5:00 p.m. (New York City time). 



        “Code” means
the Internal Revenue Code of 1986, as amended from time to time. 



        “Common
Stock” means the common stock, par value $0.10 per share, of the Company existing on the date of this Indenture or any
other shares of Capital Stock of the Company into which such Common Stock shall be reclassified or changed, including, subject to
Section 10.05 below, in the event of a merger, consolidation or other similar transaction involving the Company that is otherwise
permitted hereunder in which the Company is not the surviving Person, the common stock of such surviving corporation. 



        “Company”
means the party named as the “Company” in the preamble of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to
any subsequent such successor or successors. 



        “Company
Notice” means a notice to Holders delivered pursuant to Section 3.07 or Section 3.08. 



        “Company
Request” or “Company Order” means a written request or order signed in the name of the Company by any
Officer. 



        “Contingent
Interest” means such interest payable as described in Article 11. 



        “Contingent Interest
Period” means (i) the period commencing on, and including, December 15, 2006 and ending on, and including, June 14, 2007,
and (ii) each six-month period from June 15 to December 14 or from December 15 to June 14 thereafter. 



        “Continuing
Director” means a director who either was a member of the Board of Directors on the date the Securities are first issued
hereunder or who becomes a member of the Board of Directors subsequent to that date and whose appointment, election or nomination
for election by the Company’s shareholders is duly approved by a majority of the Continuing Directors on the Board of
Directors at the time of such approval, either by specific vote or by approval of the proxy statement issued by the Company on
behalf of the Board of Directors in which such individual is named as nominee for director. 



        “Conversion
Settlement Date” means (A) with respect to the Conversion Settlement Distribution (other than any Additional Shares which
may be issuable pursuant to Section 10.01(c)), the third Business Day immediately following the Cash Settlement Period, and (B)
with respect to any Additional Shares which may be issuable, the later of (i) the fifth Business Day following the effective date
of 





3 










any Change of Control transaction and (2) the third Business Day immediately
following the Cash Settlement Period. 



        “Conversion
Price” as of any date means $1,000 divided by the Conversion Rate as of such date. 



        “Corporate Trust
Office” means the designated office of the Trustee at which at any time its corporate trust business shall be principally
administered, which office at the date hereof is located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or
the principal corporate trust office of any successor Trustee (or such other address as a successor Trustee may designate from
time to time by notice to the Holders and the Company). 



        “Current Market
Price” of the Common Stock on any day means the average of the Last Reported Sale Price per share of the Common Stock for
each of the ten 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, subject to adjustment by the Board of
Directors if another transaction requiring an adjustment to the Conversion Rate pursuant to Section 10.04 occurs during such ten
day period. 



        “Default”
means any event that is, or after notice or passage of time, would be, an Event of Default. 



        “DTC”
means The Depository Trust Company.  



        “Ex-Dividend
Date” means the first date upon which a sale of the Common Stock, regular way on the relevant exchange or in the relevant
market for the Common Stock, does not automatically transfer the right to receive the relevant dividend or distribution from the
seller of the Common Stock to its buyer. 



        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder. 



        “Fair Market
Value”, or “fair market value” means the amount which a willing buyer would pay a willing seller in an
arm’s-length transaction. 



        “Fundamental
Change” means either a Change of Control or a Termination of Trading. 



        “Global
Securities” means Securities that are in the form of the Securities attached hereto as Exhibit A, and that are registered
in the register of Securities in the name of a Depositary or a nominee thereof. 





4 










        “Holder” or
“Securityholder” means a person in whose name a Security is registered on the Registrar’s books. 



        “Indenture”
means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof, including the provisions
of the TIA that are deemed to be a part hereof. 



        “Interest”
means interest payable on each Security pursuant to Section 1 of the Securities. 



        “Interest Payment
Date” means June 15 and December 15 of each year, commencing June 15, 2006. 



        “Interest Record
Date” means June 1 and December 1 of each year. 



        “Issue Date”
of any Security means the date on which the Security was originally issued or deemed issued as set forth on the face of the
Security. 



        “Last Reported Sale
Price” means, with respect to any security on any date, the closing sale price (or if no closing sale price is reported,
the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked
prices) on that date as reported by the NYSE, if the Common Stock is not reported by the NYSE, in composite transactions for the
principal U.S. national or regional securities exchange on which the Common Stock is traded or on NASDAQ if the Common Stock is
quoted thereon. If the Common Stock is not listed for trading on a U.S. national or regional securities exchange and not reported
by NASDAQ on the relevant date, the “Last Reported Sale Price” shall be the last quoted bid price for the Common Stock
in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization. If the
Common Stock is not so quoted, the “Last Reported Sale Price” shall be the average of the midpoint of the last bid and
ask prices for the Common Stock on the relevant date from each of at least three independent nationally recognized investment
banking firms selected by the Company for this purpose. 



        “NASDAQ”
means The NASDAQ Stock Market. 



        “NYSE” means
The New York Stock Exchange, Inc. 



        “Officer”
means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer, the Controller, the Chief Accounting Officer, the Secretary or any Assistant Secretary of the Company. 



        “Officer’s
Certificate” means a written certificate containing the information specified in Sections 12.04 and 12.05, signed in the
name of the Company by any Officer, and delivered to the Trustee. An Officer’s Certificate 




5 










given pursuant to Section 4.03 shall be signed by the principal executive
officer, principal financial officer or principal accounting officer of the Company but need not contain the information specified
in Sections 12.04 and 12.05. 



        “Opinion of
Counsel” means a written opinion containing the information specified in Sections 12.04 and 12.05, from legal counsel.
The counsel may be an employee of, or counsel to, the Company who is reasonably acceptable to the Trustee. 



        “Prospectus”
means the prospectus of the Company dated December [  ], 2005 relating to the offering of the Securities. 



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



        “Redemption
Date” means the date specified in a notice of redemption on which the Securities may be redeemed in accordance with the
terms of the Securities and this Indenture. 



        “Responsible
Officer” means, when used with respect to the Trustee, any officer of the Trustee within the Institutional Trust Services
department (or any successor department) of the Trustee located at the Corporate Trust Office of the Trustee who has direct
responsibility for the administration of this Indenture and, for the purposes of Sections 7.01(c)(ii) and 7.05 shall also mean any
other officer of the Trustee to whom any corporate trust matter is referred because of such person’s knowledge of and
familiarity with the particular subject matter. 



        “SEC” means
the Securities and Exchange Commission. 



        “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.




        “Security”
means any of the Company’s [    ]% Convertible Senior Debentures Due 2035, as amended or supplemented
from time to time, issued under this Indenture. 



        “Securityholder”
or “Holder” means a person in whose name a Security is registered on the Registrar’s books. 



        “Significant
Subsidiary” means any subsidiary of the Company that is a significant subsidiary at any determination date pursuant to
Regulation S-X, 
Rule 1-02(w)(1) or (2). 





6 










        “Stated
Maturity”, when used with respect to any Security, means December 15, 2035. 



        “Stock
Price” means the price per share of Common Stock paid in connection with a Change of Control transaction pursuant to
which Additional Shares are issuable as set forth in Section 10.01(c) hereof, which shall be equal to (i) if Holders of Common
Stock receive only cash in such Change of Control transaction, the cash amount paid per share of Common Stock and (ii) in all
other cases, the average of the Last Reported Sale Prices of the Common Stock on the five Trading Days prior to, but not
including, the effective date of such Change of Control transaction. 



        “Subsidiary”
means any person of which at least a majority of the outstanding Voting Stock shall at the time directly or indirectly be owned or
controlled by the Company or by one or more Subsidiaries or by the Company and one or more Subsidiaries. 



        “Tax Original Issue
Discount” means the amount of ordinary interest income on a Security that must be accrued as original issue discount for
U.S. federal income tax purposes pursuant to Treasury regulations section 1.1275-4. 



        “Termination of
Trading” means the occurrence, at any time, of the Common Stock of the Company (or other common stock into which the
Securities are then convertible) being neither listed for trading on a U.S. national securities exchange nor quoted on NASDAQ.




        “TIA” means
the Trust Indenture Act of 1939 as in effect on the date of this Indenture, provided, however, that in the event the TIA is
amended after such date, TIA means, to the extent required by any such amendment, the TIA as so amended. 



        “Trading
Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Stock is not quoted on
the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the
Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, then on the
principal other market on which the Common Stock is then traded or quoted. 



        “Trading
Price” of the Securities on any date of determination means the average of the secondary market bid quotations per $1,000
principal amount of the Securities obtained by the Bid Solicitation Agent for $5,000,000 principal amount of the Securities at
approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities
dealers the Company selects, provided that if three such bids cannot reasonably be obtained by the Bid Solicitation Agent,
but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be
obtained by the Bid Solicitation Agent, that one bid shall be used. If the Bid Solicitation Agent cannot reasonably obtain at
least one bid for $5,000,000 





7 










principal amount of the Securities from a nationally recognized securities
dealer, or in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of
$1,000 principal amount of the Securities, then 



        (i)       for
purposes of any determination of whether Contingent Interest is payable or the amount thereof, the Trading Price of the Securities
on any date of determination shall equal the product of (i) the applicable Conversion Rate for the Securities as of the date of
determination and (ii) the average Last Reported Sale Price of the Common Stock on the five Trading Days ending on such
determination date; and 



        (ii)       for
purposes of determining whether the condition to conversion of the Securities set forth in Section 10.01(a)(2) has been satisfied,
the Trading Price of the Securities will be deemed to be less than 98% of the product of the Closing Price of the Common Stock and
the Conversion Rate on such date. 



        “Treasury
regulations” means the U.S. federal income tax regulations, including temporary regulations, promulgated under the Code,
as those regulations may be amended from time to time. Any reference herein to a specific section of the Treasury regulations
shall include any corresponding provisions of succeeding, similar, substitute, proposed or final Treasury regulations. 



        “Trustee”
means the party named as the “Trustee” in the preamble of this Indenture unless and until a successor replaces it
pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall
likewise apply to any subsequent such successor or successors. 



        “Underwriting
Agreement” means the Underwriting Agreement dated December [  ], 2005 between the Company, on the one hand, and Banc of
America Securities LLC, as representative of the several underwriters, on the other relating to the Securities. 



        “Voting
Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees
of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have
voting power by reason of the happening of any contingency). 









8 










        Section
1.02.   Other Definitions. 



	Terms:	Defined in
Section:
	“Act”	 	1.05	 
	“Accepted Purchased Shares”	 	10.04(g)	 
	“Acquisition Value”	 	10.01(d)	 
	“Additional Shares”	 	10.01(c)	 
	“Adjustment Event”	 	10.04(k)	 
	“Agent Members”	 	2.12(a)	 
	“Bankruptcy Law”	 	6.01(g)	 
	“cash”	 	3.01	 
	“Cash Amount”	 	10.03(a)	 
	“Cash Settlement Period”	 	10.03(a)	 
	“contingent debt regulations”	 	2.14(a)	 
	“Conversion Agent”	 	2.03	 
	“Conversion Date”	 	10.02(c)	 
	“Conversion Notice”	 	10.02(b)	 
	“Conversion Obligation”	 	10.01(a)	 
	“Conversion Rate”	 	10.02(a)	 
	“Conversion Settlement Distribution”	 	10.03(a)	 
	“Conversion Value”	 	10.03(a)	 
	“Depositary”	 	2.01(b)	 
	“Determination Date”	 	10.04(k)	 
	“Distributed Assets”	 	10.04(d)	 
	“DTC”	 	2.01(b)	 
	“effective date”	 	10.01(c)	 
	“Event of Default”	 	6.01	 
	“Exchange Property”	 	10.01(b)	 
	“Expiration Time”	 	10.04(f)	 
	“Extraordinary Cash Dividend”	 	10.04(e)	 
	“Fiscal Quarter”	 	10.01(a)	 
	“Fundamental Change Repurchase Date”	 	3.08(a)	 
	“Fundamental Change Repurchase Notice”	 	3.08(c)	 
	“Fundamental Change Repurchase Price”	 	3.08(a)	 
	“legal holiday”	 	12.08	 
	“Measurement Period”	 	10.01(a)	 
	“Notice of Default”	 	6.01(h)	 
	“Offer Expiration Time”	 	10.04(g)	 
	“Paying Agent”	 	2.03	 
	“Public Acquirer Change of Control”	 	10.01(d)	 
	“Public Acquirer Common Stock”	 	10.01(d)	 
	“Purchased Shares”	 	10.04(f)	 
	“Redemption Price”	 	3.01	 
	“Registrar”	 	2.03	 
	“Repurchase Date”	 	3.07(a)	 





9 









	Terms:	Defined in
Section:
	“Repurchase Notice”	 	3.07(b)	 
	“Repurchase Price”	 	3.07(a)	 
	“successor Person”	 	5.01(a)	 
	“Trigger Event”	 	10.04(d)	 
	“Valuation Period”	 	10.01(d)	 







        Section
1.03.   Incorporation by Reference of Trust Indenture Act.   Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA
terms used in this Indenture have the following meanings:  



        “Commission”
means the SEC. 



        “indenture
securities” means the Securities. 



        “indenture security
holder” means a Securityholder. 



        “indenture
to be qualified” means this Indenture. 



        “indenture trustee”
or “institutional trustee” means the Trustee. 



        “obligor”
on the indenture securities means the Company. 



        All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rules have the meanings
assigned to them by such definitions. 



        Section
1.04.   Rules of Construction.   Unless the context otherwise requires:  



	  	(1)  	  	a term has the meaning assigned to it;  






	  	(2)  	  	an accounting term not otherwise defined has the meaning assigned
to it in accordance with generally accepted accounting principles as in effect from time to time; 






	  	(3)  	  	“or” is not exclusive;  






	  	(4)  	  	“including” means including, without limitation;  






	  	(5)  	  	words
in the singular include the plural, and words in the plural include the
          singular; and  






	  	(6)  	  	references to Sections and Articles are to references to Sections
and Articles of this Indenture. 







10 











        Section
1.05.   Acts of Holders.   (a)  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company, as described in Section
12.02. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as
the “Act” of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section. 



        (b)    The
fact and date of the execution by any person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is
by a signer acting in a capacity other than such signer’s individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer’s authority. The fact and date of the execution of any such instrument or writing,
or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient.




        (c)    The
principal amount and serial number of any Security and the ownership of Securities shall be proved by the register for the
Securities. 



        (d)    Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Security. 



        (e)    If
the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act,
the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite
proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, 




11 











notice, consent, waiver or other Act, and for that purpose the outstanding
Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this
Indenture not later than six months after the record date. 





ARTICLE 2

THE SECURITIES 



        Section
2.01.   Form and Dating.   (a)  The Securities and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibits A and B, which are a part of this Indenture. The Securities may
have notations, legends or endorsements required by law, stock exchange rule or usage (provided that any such notation, legend or
endorsement required by usage is in a form acceptable to the Company). The Company shall provide any such notations, legends or
endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication. The Securities may, but need
not, have the corporate seal of the Company or a facsimile thereof affixed thereto or imprinted thereon. 



        (b)    Global
Securities.   Securities shall be issued initially in the form of a Global Security, which shall be deposited
with the Trustee at its Corporate Trust Office, as custodian for the Depositary (as defined below) and registered in the name of
The Depository Trust Company (“DTC”) or the nominee thereof (DTC, or any successor thereto, and any such nominee
being hereinafter referred to as the “Depositary”), duly executed by the Company and authenticated by the Trustee
as hereinafter provided. The aggregate principal amount of the Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary as hereinafter provided. 



        (c)    Global
Securities in General. Each Global Security shall represent such of the outstanding Securities as shall be specified therein
and each shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon
and that the aggregate amount of outstanding Securities represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges, redemptions, repurchases and conversions. 



        Any adjustment of the
aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding
Securities represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as
required by Section 2.12 hereof, and shall be made on the records of the Trustee and the Depositary. 



        (d)    Book-Entry
Provisions.   This Section 2.01(d) shall apply only to Global Securities deposited with or on behalf of the
Depositary. 




12 










        The Company shall execute and
the Trustee shall, in accordance with this Section 2.01(d), authenticate and deliver initially one or more Global Securities that
(a) shall be registered in the name of the Depositary or a nominee thereof, (b) shall be delivered by the Trustee to the
Depositary or held by the Trustee pursuant to the Depositary’s instructions and (c) shall be substantially in the form of
Exhibit A attached hereto. 



        (e)    Certificated
Securities.   Securities not issued as interests in the Global Securities shall be issued in certificated form
substantially in the form of Exhibit B attached hereto. 



        Section
2.02.   Execution and Authentication.   The Securities shall be executed on behalf of the
Company by one Officer. The signature of such Officer on the Securities may be manual or facsimile. 



        Securities bearing the manual
or facsimile signatures of an individual who was, at the time of the execution of the Securities, an Officer shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of authentication of such Securities. 



        No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. 



        The Trustee shall
authenticate and deliver the Securities for original issue in an aggregate principal amount of up to $[600] million (or up to
$[660] million to the extent the underwriters exercise their over-allotment option) upon one or more Company Orders without any
further action by the Company (other than as contemplated in Section 12.04Section 12.03 and Section 12.05 hereof). The aggregate
principal amount of the Securities due at the Stated Maturity thereof outstanding at any time may not exceed the amount set forth
in the foregoing sentence. 



        The Securities shall be
issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple
of $1,000. 



        Section
2.03.   Registrar, Paying Agent and Conversion Agent.   The Company shall maintain an office
or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office
or agency where Securities may be presented for purchase or payment (“Paying Agent”) and an office or agency
where Securities may be presented for conversion (“Conversion Agent”). The Registrar shall keep a register of the
Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more 





13 










additional paying agents and one or more additional conversion agents. The
term Paying Agent includes any additional paying agent, including any named pursuant to Section 4.05. The term Conversion Agent
includes any additional conversion agent, including any named pursuant to Section 4.05. 



        The Company shall enter into
an appropriate agency agreement with any Registrar, Paying Agent, Conversion Agent or co-registrar (in each case, if such
Registrar, agent or co-registrar is a Person other than the Trustee). The agreement shall implement the provisions of this
Indenture that relate to such agent. The Company shall promptly notify the Trustee of the name and address of any such agent. If
the Company fails to maintain a Registrar, Paying Agent or Conversion Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.07. The Company or any Subsidiary or an Affiliate of either of them may
act as Paying Agent, Registrar, Conversion Agent or co-registrar. 



        The Company initially
appoints the Trustee as Registrar, Conversion Agent and Paying Agent in connection with the Securities. 



        Section
2.04.   Paying Agent to Hold Money and Securities in Trust.   Except as otherwise provided
herein, on or prior to each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent a sum
of money (in immediately available funds if deposited on the due date) or shares of Common Stock sufficient to make such payments
when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Securityholders or the Trustee all money and shares of Common Stock held by the
Paying Agent for the making of payments in respect of the Securities and shall promptly notify the Trustee of any Default by the
Company in making any such payment. At any time during the continuance of any such Default, the Paying Agent shall, upon the
written request of the Trustee, forthwith pay to the Trustee all money and shares of Common Stock so held in trust. If the
Company, a Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall segregate the money and shares of Common
Stock held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay
all money and shares of Common Stock held by it to the Trustee and to account for any funds and Common Stock disbursed by it. Upon
doing so, the Paying Agent shall have no further liability for the money or shares of Common Stock. 



        Section
2.05.   Securityholder Lists.   The Trustee shall preserve the most recent list available to
it of the names and addresses of Securityholders. If the Trustee is not the Registrar, the Company shall cause to be furnished to
the Trustee at least semiannually on June 1 and December 1 a listing of Securityholders dated within 15 days of the date on which
the list is furnished and at such other times as the Trustee may request in writing a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders. 





14 










        Section
2.06.   Transfer and Exchange.   (a)  Subject to Section 2.12 hereof, upon
surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at the office or
agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any
authorized denomination or denominations, of a like aggregate principal amount. The Company shall not charge a service charge for
any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments or
other governmental charges that may be imposed in connection with the transfer or exchange of the Securities from the
Securityholder requesting such transfer or exchange. 



        At the option of the Holder,
Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal
amount upon surrender of the Securities to be exchanged, together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Securityholder or such Securityholder’s attorney duly authorized in writing, at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive. 



        The Company shall not be
required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in
the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or any Securities in respect of which a
Repurchase Notice or Fundamental Change Repurchase Notice has been given and not withdrawn by the Holder thereof in accordance
with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be
purchased) or any Securities for a period of 15 days before the mailing of a notice of redemption of Securities to be redeemed.




        (b)    Notwithstanding
any provision to the contrary herein, so long as a Global Security remains outstanding and is held by or on behalf of the
Depositary, transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.12 and this
Section 2.06(b). Transfers of a Global Security shall, except as set forth in Section 2.12, be limited to transfers of such Global
Security in whole or in part, to the Depositary, to nominees of the Depositary or to a successor of the Depositary or such
successor’s nominee. 



        (c)    Successive
registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such
registration shall be noted on the register for the Securities. 





15 










        (d)    Except
as otherwise set forth in this Indenture, any such action taken by a Holder shall be conclusive and binding upon such Holder and
upon all future Holders and owners of such Security and of any Securities issued in exchange or substitution therefor,
irrespective of whether any notation in regard thereto is made upon such Security or any Security issued in exchange or
substitution therefor. 



        (e)    Any
Registrar appointed pursuant to Section 2.03 hereof shall provide to the Trustee such information as the Trustee may reasonably
require in connection with the delivery by such Registrar of Securities upon transfer or exchange of Securities. 



        (f)    No
Registrar shall be required to make registrations of transfer or exchange of Securities during any periods designated in the text
of the Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.




        Section
2.07.   Replacement Securities.   If (a) any mutilated Security is surrendered to the
Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any
Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal
amount, bearing a certificate number not contemporaneously outstanding.  



        In case any such mutilated,
destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by
the Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase
such Security, as the case may be. 



        Upon the issuance of any new
Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith. 



        Every new Security issued
pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly
issued hereunder. 



        The provisions of this
Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities. 





16 










        Section
2.08.   Outstanding Securities; Determinations of Holders’ Action.   Securities
outstanding at any time are all the Securities authenticated by the Trustee except for those cancelled by it, those redeemed or
purchased pursuant to Section 2.07, those delivered to it for cancellation and those described in this Section 2.08 as not
outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security;
provided, however, that in determining whether the Holders of the requisite principal amount of Securities have
given or concurred in any request, demand, authorization, direction, notice, consent, waiver, or other Act hereunder, Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or other act, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such determination (including, without limitation,
determinations pursuant to Article 6 and Article 9).  



        If a Security is replaced
pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Security is held by a bona fide purchaser. 



        If the Paying Agent holds, in
accordance with this Indenture, on a Redemption Date, or on the Business Day immediately following a Repurchase Date or a
Fundamental Change Repurchase Date, or on Stated Maturity, money or securities, if permitted hereunder, sufficient to pay
Securities payable on that date, then from and after such Redemption Date, Repurchase Date, Fundamental Change Repurchase Date or
Stated Maturity, as the case may be, such Securities shall cease to be outstanding and Interest and Contingent Interest, if any,
on such Securities shall cease to accrue; provided, that if such Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made. 



        If a Security is converted in
accordance with Article 10, then from and after the time of conversion on the date of conversion, such Security shall cease to be
outstanding and Interest and Contingent Interest, if any, shall cease to accrue and the rights of the Holders therein shall
terminate (other than the right to receive the Conversion Settlement Distribution). 



        Section
2.09.   Temporary Securities.   Pending the preparation of Certificated Securities, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the
Certificated Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions 




17 










and other variations as the Officers executing such Securities may determine,
as conclusively evidenced by their execution of such Securities. 



        If temporary Securities are
issued, the Company shall cause Certificated Securities to be prepared without unreasonable delay. After the preparation of
Certificated Securities, the temporary Securities shall be exchangeable for Certificated Securities upon surrender of the
temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 2.03, without charge
to the Holder. Upon surrender for cancellation of any one or more temporary Securities the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of Certificated Securities of authorized
denominations. Until so exchanged the temporary Securities shall in all respects be entitled to the same benefits under this
Indenture as Certificated Securities. 



        Section
2.10.   Cancellation.   All Securities surrendered for payment, purchase by the Company
pursuant to Article 3, conversion, redemption or registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. The Company may not issue new
Securities to replace Securities it has paid or delivered to the Trustee for cancellation other than in connection with
registrations of transfer or exchange or that any Holder has converted pursuant to Article 10. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with the
Trustee’s customary procedure.  



        Section
2.11.   Persons Deemed Owners.   Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of the principal amount of the Security or any
portion thereof, or the payment of any Redemption Price, Repurchase Price or Fundamental Change Repurchase Price in respect
thereof, and Interest or Contingent Interest thereon, for the purpose of conversion and for all other purposes whatsoever, whether
or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.  



        Section
2.12.   Global Securities.   Notwithstanding any other provisions of this Indenture or the
Securities, (A) transfers of a Global Security, in whole or in part, shall be made only in accordance with Section 2.06 and
Section 2.12(a)(i) below, (B) transfers of a beneficial interest in a Global Security for a Certificated 




18 










Security shall comply with Section 2.06 and Section 2.12(a)(ii)
below and Section 2.12(e) below, and (C) transfers of a Certificated Security shall comply with Section 2.06,
Section 2.12(a)(iii) and Section 2.12(a)(iv) below. 



	  	        (i)    Transfer
of Global Security.   A Global Security may not be transferred, in whole or in part, to any Person other than
the Depositary or a nominee or any successor thereof, and no such transfer to any such other Person may be registered; provided
that this Section 2.12(a)(i) shall not prohibit any           transfer of a Security
that is issued in exchange for a Global Security but is           not itself a Global
Security. No transfer of a Security to any Person shall be           effective under this
Indenture or the Securities unless and until such Security           has been registered
in the name of such Person. Nothing in this Section           2.12(a)(i) shall prohibit
or render ineffective any transfer of a beneficial           interest in a Global
Security effected in accordance with the other provisions           of this Section 2.12.  







	  	        (ii)    Restrictions
on Transfer of a Beneficial Interest in a Global Security for a Certificated Security.   A beneficial interest
in a Global Security may not be exchanged for a Certificated Security except upon satisfaction of the requirements set forth in
this paragraph below and in Section 2.12(e) below. Upon receipt by the Trustee of a request to transfer a beneficial interest in a
Global Security in accordance with Applicable Procedures for a Certificated Security in the form satisfactory to the Trustee,
together with written instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records
with respect to such Global Security to reflect a decrease in the aggregate principal amount of the Securities represented by the
Global Security, such instructions to contain information regarding the Depositary account to be decreased, then the Trustee shall
cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the
Depositary and the Registrar, the aggregate principal amount of the Securities represented by the Global Security to be decreased
by the aggregate principal amount of the Certificated Security to be issued, shall issue such Certificated Security and shall
debit or cause to be debited to the account of the person specified in such instructions a beneficial interest in the Global
Security equal to the principal amount of the Certificated Security so issued. 







	  	        (iii)    Transfer
and Exchange of Certificated Securities.   When Certificated Securities are presented to the Registrar with a
request: 







	  	        (y)    to
register the transfer of such Certificated Securities; or  









19 










	  	        (z)    to
exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,








the Registrar shall register the transfer or make the exchange as requested
if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities
surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably
satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.




	  	        (iv)   Restrictions
on Transfer or Exchange of a Certificated Security for a Beneficial Interest in a Global Security.   A
Certificated Security may not be transferred or exchanged for a beneficial interest in a Global Security except upon receipt by
the Trustee of a Certificated Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory
to the Trustee, together with written instructions directing the Trustee to make, or to direct the Registrar to make, an
adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount
of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to
be credited with such increase. The Trustee shall cancel such Certificated Security and cause, or direct the Registrar to cause,
in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate
principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the
Certificated Security to be exchanged, and shall credit or cause to be credited to the account of the person specified in such
instructions a beneficial interest in the Global Security equal to the principal amount of the Certificated Security so cancelled.
If no Global Securities are then outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of
the Company in the form of an Officer’s Certificate, a new Global Security in the appropriate principal amount. 







        (b)    [Reserved].  



        (c)    [Reserved].  



        (d)    [Reserved].  



        (e)    The
provisions of clauses (i), (ii), (iii), (iv) and (v) below shall apply only to Global Securities: 



	  	        (i)    Notwithstanding
any other provisions of this Indenture or the Securities, a Global Security shall not be exchanged in whole or in part for a
Security registered in the name of any Person other than the Depositary or 






20 










	  	one or more nominees thereof, provided that a Global
Security may be exchanged for Securities registered in the names of any Person designated by the Depositary in the event that (i)
the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or such
Depositary has ceased to be a “clearing agency” registered under Exchange Act, and a successor Depositary is not
appointed by the Company within 90 days (ii) the Company determines at any time that the Securities shall no longer be represented
by Global Securities and shall inform such Depositary of such determination in writing and participants in such Depositary elect
to withdraw their beneficial interests in the Global Securities from such Depositary, following notification by the Depositary of
their right to do so or (iii) an Event of Default has occurred and is continuing. Any Global Security exchanged pursuant to clause
(i) above shall be so exchanged in whole and not in part, and any Global Security exchanged pursuant to clauses (ii) or (iii)
above may be exchanged in whole or from time to time in part as directed by the Depositary. Any Security issued in exchange for a
Global Security or any portion thereof shall be a Global Security; provided that any such Security so issued that is
registered in the name of a person other than the Depositary or a nominee thereof or any successor of either of the foregoing
pursuant to this paragraph shall not be a Global Security. 






	  	        (ii)    Securities
issued in exchange for a Global Security or any portion thereof shall be issued in definitive, fully registered form, shall have
an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged, shall be registered in
such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable legends
provided for herein. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Registrar. With
regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if the
Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal amount
thereof shall be reduced by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made
on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Security
issuable on such exchange to or upon the order of the Depositary or an authorized representative thereof. 







	  	        (iii)    Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any person, including Agent
Members (as defined below) and persons that may hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Securities. 









21 










	  	        (iv)    In
the event of the occurrence of any of the events specified in clause (i) above, the Company shall promptly make available to the
Trustee a reasonable supply of Certificated Securities in definitive, fully registered form. 







	  	        (v)    Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other persons on
whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Security registered in
the name of the Depositary or any nominee thereof, or under any such Global Security, and the Depositary or such nominee, as the
case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and
Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent
Members and any other person on whose behalf an Agent Member may act, the operation of customary practices of such Persons
governing the exercise of the rights of a Holder of any Security. 







	  	        (vi)    Except
as expressly set forth in this Indenture, including Sections 2.12(a)(ii) and 2.12(e), none of the Trustee, any Paying Agent,
Conversion Agent, the Company or the Registrar shall have any responsibility or obligation to any beneficial owner in the Global
Securities, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the
Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Global Securities
or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any
notice (including any notice of redemption) or the payment of any amount, under or with respect to such Global Securities. All
notices and communications to be given to the Holders and all payments to be made to Holders under the Securities shall be given
or made only to or upon the order of the registered Holders (which shall be, in the case of a Global Security, the Depositary or
its nominee). The rights of beneficial owners in the Global Securities shall be exercised only through the Depositary subject to
the applicable rules and procedures of the Depositary. Other than as set forth in this Indenture, the Trustee, any Paying Agent,
the Conversion Agent, the Company and the Registrar may rely and shall be fully protected in relying upon information furnished by
the Depositary with respect to its members, participants and any beneficial owners. Except as expressly set forth in this
Indenture, including Sections 2.12(a)(ii) and 2.12(e), the Trustee, each Paying Agent, the Conversion Agent, the Company and the
Registrar shall be entitled to deal with any depositary (including the Depositary), and any nominee 






22 










	  	thereof, that is the Holder of any Global Securities as a Holder
for all purposes of this Indenture relating to such Global Securities (including the payment of principal, Interest and Contingent
Interest, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in
such Global Securities) as the sole Holder of such Global Securities and shall have no obligations to the beneficial owners
thereof. None of the Trustee, any Paying Agent, the Conversion Agent, the Company or the Registrar shall have any responsibility
or liability for any acts or omissions of any such depositary with respect to such Global Securities, for the records of any such
depositary, including records in respect of beneficial ownership interests in respect of any such Global Securities, for any
transactions between such depositary and any participant in such depositary or between or among any such depositary, any such
participant and/or any holder or owner of a beneficial interest in such Global Securities or for any transfers of beneficial
interests in any such Global Securities. 






        (f)    The
Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security
(including any transfers between or among Agent Members or beneficial owners of interests in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with
the express requirements hereof. 



        The Trustee shall have no
responsibility for the actions or omissions of the Depositary, or the accuracy of the books and records of the Depositary.




        Section
2.13.   CUSIP Numbers.   The Company may issue the Securities with one or more
“CUSIP”, “ISIN”or other similar numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” , “ISIN” or other similar numbers in notices of redemption as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers
printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in the CUSIP, ISIN or other similar numbers.  



        Section
2.14.   Contingent Debt Tax Treatment.   The Company and each Holder, by acquiring a
beneficial interest in a Security, agree (i) to treat the Security as indebtedness for U.S. federal income tax purposes that is
subject to the Treasury regulations governing contingent payment debt instruments (the “contingent debt
regulations”), (ii) that each Holder shall be bound by the 





23 










Company’s application of the contingent debt regulations to the
Security, including the Company’s determination of the “comparable yield”and “projected payment schedule”
within the meaning of the contingent debt regulations, (iii) to treat the cash and the fair market value of any Common Stock
received upon the conversion of the Security as a contingent payment for purposes of the contingent debt regulations, (iv) to
accrue interest with respect to the outstanding Security as Tax Original Issue Discount according to the “noncontingent bond
method” set forth in the contingent debt regulations, using the comparable yield of     %
compounded semi-annually and (v) that the Company and each Holder will not take any position on any U.S. federal income tax return
that is inconsistent with (i), (ii), (iii) or (iv) unless required by applicable law. A Holder may obtain the issue price, the
amount of Tax Original Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule for the
Security, as determined by the Company pursuant to the contingent debt regulations, by submitting a written request to the Company
at the following address: St. Jude Medical, Inc., One Lillehei Plaza, St. Paul, Minnesota 55117, Attention: Corporate Secretary.




        (b)    Each
Security shall bear a legend relating to U.S. federal income tax matters in the form set forth in Exhibits A and B.




        Section
2.15.   Calculation of Tax Original Issue Discount.   At the request of the Trustee, the
Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of Tax
Original Issue Discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year
and (ii) such other specific information relating to such Tax Original Issue Discount as may then be required under the Code or
the Treasury regulations promulgated thereunder.  





ARTICLE 3

REDEMPTION AND REPURCHASES 



        Section
3.01.   Company’s Right to Redeem; Notices to Trustee.   Prior to December 15,
2006, the Securities shall not be redeemable at the Company’s option. On or after December 15, 2006, the Company, at its
option, may redeem the Securities for U.S. legal tender (“cash”) at any time, in whole or in part, at a
redemption price (the “Redemption Price”) equal to 100% of the principal amount of the Securities redeemed, plus
any accrued and unpaid Interest and accrued and unpaid Contingent Interest, if any, on the Securities redeemed up to, but not
including, the Redemption Date, provided, that if the Redemption Date is on a date that is after an Interest Record Date
and on or prior to the corresponding Interest Payment Date, the Redemption Price shall be 100% of the principal amount of the
Securities redeemed but shall not include accrued and unpaid Interest and accrued and unpaid Contingent Interest, if any. Instead,
the Company shall pay such Interest and Contingent Interest, if any, on the Interest Payment Date to the Holder of record on the
corresponding Interest Record Date. If the Company elects to 




24 










redeem Securities pursuant to this Section 3.01, it shall notify the Trustee
in writing of such election together with the Redemption Date, the Conversion Rate, the principal amount of Securities to be
redeemed and the Redemption Price. Notwithstanding the foregoing, the Company may not redeem the Securities if it has failed to
pay any Interest, including Contingent Interest, if any, on the Securities when due and such failure is continuing. 



        The Company shall give the
notice to the Trustee provided for in this Section 3.01 by a Company Order, at least 45 days but not more than 75 days before the
Redemption Date (unless a shorter notice shall be satisfactory to the Trustee). 



        Section
3.02.   Selection of Securities to Be Redeemed.   If less than all of the Securities are to
be redeemed, unless the procedures of the Depositary provide otherwise, the Trustee shall select the Securities to be redeemed by
lot, on a pro rata basis or by another method the Trustee considers fair and appropriate (so long as such method is not prohibited
by the rules of any stock exchange or quotation association on which the Securities are then traded or quoted). The Trustee may
select for redemption portions of the principal amount of Securities that have denominations larger than $1,000.  



        Securities and portions of
Securities that the Trustee selects shall be in principal amounts of $1,000 or an integral multiple of $1,000. Provisions of this
Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee
shall notify the Company promptly (but in any case within seven days of the Company Order referred to in Section 3.01) of the
Securities or portions of the Securities selected to be redeemed and, in the case of any Securities selected for partial
redemption, the method it has chosen for the selection of the Security. 



        Following a notice of
redemption, Securities and portions of Securities are convertible, pursuant to Section 10.01(a)(2), by the Holder until the close
of business on the Business Day prior to the Redemption Date. If any Security selected for partial redemption is converted in part
before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such
Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities that have been converted during
a selection of Securities to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection.




        Section
3.03.   Notice of Redemption.   At least 30 days but not more than 60 days before a
Redemption Date, the Company shall mail a notice of redemption (substantially in the form of Exhibit C) by first-class mail,
postage prepaid, to each Holder of Securities to be redeemed.  



        The notice shall identify the
Securities to be redeemed and shall state (along with any other information the Company wishes to include): 






25 










	  	(1)  	  	the Redemption Date;  






	  	(2)  	  	the Redemption Price;  






	  	(3)  	  	the Conversion Rate;  






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






	  	(5)  	  	that Securities may be converted at any time before the close of
business on the Business Day prior to the Redemption Date; 






	  	(6)  	  	that Securities called for redemption and not converted shall be
redeemed on the Redemption Date; 






	  	(7)  	  	that Holders who want to convert their Securities must satisfy the
requirements set forth in the Securities; 






	  	(8)  	  	that Securities called for redemption must be surrendered to the
Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with necessary
endorsements, as the case may be) to collect the Redemption Price; 






	  	(9)  	  	if fewer than all of the outstanding Securities are to be
redeemed, the certificate numbers, if any, and principal amounts of the particular Securities to be redeemed; 






	  	(10)  	  	that, unless the Company defaults in making payment of such
Redemption Price, Interest and Contingent Interest, if any, on the Securities called for redemption shall cease to accrue from and
after the Redemption Date; and 






	  	(11)  	  	the CUSIP, “ISIN” or other similar number(s), as the
case may be, of the Securities being redeemed. 






        At the Company’s
request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense,
provided that the Company makes such request at least seven Business Days (or such shorter period as may be satisfactory to
the Trustee) prior to the date by which such notice of redemption must be given to Holders in accordance with this Section 3.03.




        Section
3.04.   Effect of Notice of Redemption.   Once notice of redemption is given, Securities
called for redemption become due and payable on the Redemption Date and at the Redemption Price stated in the notice except for
Securities that are converted in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities
shall be paid at the Redemption Price stated in the notice and from and after the Redemption Date (unless the Company shall
default in the payment of the Redemption Price) such Securities shall cease to bear Interest 





26 










and Contingent Interest, if any, and the rights of the Holders therein shall
terminate (other than the right to receive the Redemption Price). 



        Section
3.05.   Deposit of Redemption Price.   Prior to 10:00 a.m. (New York City time), on the
Redemption Date, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of either of
them is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the Redemption Price of all Securities to be
redeemed on that date other than Securities or portions of Securities called for redemption which on or prior thereto have been
delivered by the Company to the Trustee for cancellation or have been converted. The Paying Agent shall as promptly as practicable
return to the Company any money not required for that purpose because of conversion of Securities pursuant to Article 10. If such
money is then held by the Company or a Subsidiary or an Affiliate of either in trust and is not required for such purpose it shall
be discharged from such trust.  



        Section
3.06.   Securities Redeemed in Part.   Upon surrender of a Security that is redeemed in part,
the Company shall execute and the Trustee shall, without charge, authenticate and deliver to the Holder a new Security in an
authorized denomination equal in principal amount to the unredeemed portion of the Security surrendered.  



        Section
3.07.   Repurchase of Securities by the Company at Option of the Holder.   On each of
December 15, 2006, December 15, 2008, December 15, 2010, December 15, 2015, December 15, 2020, December 15, 2025 and December 15,
2030 (each, a “Repurchase Date”), each Holder shall have the option to require the Company to repurchase
Securities for which that Holder has properly delivered and not withdrawn a written Repurchase Notice (as defined below) at a
repurchase price in cash equal to 100% of the principal amount of those Securities, plus accrued and unpaid Interest and accrued
and unpaid Contingent Interest, if any, on those Securities, to, but not including, such Repurchase Date (the
“Repurchase Price”); provided, that if the Repurchase Date is on a date that is after an Interest
Record Date and on or prior to the corresponding Interest Payment Date, the Repurchase Price shall be 100% of the principal amount
of the Securities repurchased but shall not include accrued and unpaid Interest and accrued and unpaid Contingent Interest, if
any. Instead, the Company shall pay such accrued and unpaid Interest and Contingent Interest, if any, on the Interest Payment
Date, to the Holder of Record on the corresponding Interest Record Date. Not later than 20 Business Days prior to any Repurchase
Date, the Company shall mail a Company Notice (substantially in the form of Exhibit D) by first class mail to the Trustee and to
each Holder (and to beneficial owners if required by applicable law). The Company Notice shall include a form of Repurchase
Notice to be completed by a Holder and shall state:  



	  	        (i)    the
Repurchase Date, the Repurchase Price and the Conversion Rate; 










27 










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







	  	        (iii)    that
Securities as to which a Repurchase Notice has been given may be converted if they are otherwise convertible only in accordance
with Article 10 hereof and the terms of the Securities if the applicable Repurchase Notice has been withdrawn in accordance with
the terms of this Indenture; 







	  	        (iv)    that
Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering Certificated
Securities, together with necessary endorsements, as the case may be) to collect payment; 







	  	        (v)    that
the Repurchase Price for any security as to which a Repurchase Notice has been given and not withdrawn shall be paid promptly
following the later of the Business Day immediately following the Repurchase Date and the time of surrender of such Security as
described in clause (iv) above; 







	  	        (vi)    the
procedures the Holder must follow to exercise its right to require the Company to repurchase such Holder’s Securities under
this Section 3.07 and a brief description of that right; 







	  	        (vii)    briefly,
the conversion rights, if any, that exist at the date of the Company Notice or as a result of the Company Notice with respect to
the Securities; 







	  	        (viii)    the
procedures for withdrawing a Repurchase Notice; 







	  	        (ix)    that,
unless the Company defaults in making payment on Securities for which a Repurchase Notice has been submitted, Interest or
Contingent Interest, if any, on such Securities shall cease to accrue from and after the Repurchase Date; and 







	  	        (x)    the
CUSIP, “ISIN” or other similar number(s), as the case may be, of the Securities. 







        At the Company’s
request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense;
provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. 



        (b)    A
Holder may exercise its rights specified in Section 3.07(a) upon delivery to the Paying Agent of a written notice of repurchase (a
“Repurchase Notice”) during the period beginning at any time from the opening of business on 





28 











the date that is 20 Business Days prior to the relevant Repurchase Date until
the close of business on such Repurchase Date, stating: 



	  	        (i)    if
Certificated Securities have been issued, the certificate number(s) of the Securities which the Holder shall deliver to be
repurchased or, if Certificated Securities have not been issued for such Security, the Repurchase Notice shall comply with the
appropriate Depositary procedures for book-entry transfer, 







	  	        (ii)    the
portion of the principal amount of the Security which the Holder shall deliver to be repurchased, which portion must be in
principal amounts of $1,000 or an integral multiple of $1,000, and 







	  	        (iii)    that
such Security shall be repurchased by the Company as of the Repurchase Date pursuant to the terms and conditions specified in
Section 6 of the Securities and in this Indenture. 







        The delivery of such Security
(together with all necessary endorsements) to the Paying Agent at any time after delivery of the Repurchase Notice at the offices
of the Paying Agent shall be a condition to receipt by the Holder of the Repurchase Price therefor; provided,
however, that such Repurchase Price shall be so paid pursuant to this Section 3.07 only if the Security (together with all
necessary endorsements) so delivered to the Paying Agent shall conform in all respects to the description thereof in the related
Repurchase Notice. 



        The Company shall repurchase
from the Holder thereof, pursuant to this Section 3.07, a portion of a Security, if the principal amount of such portion is $1,000
or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to
the repurchase of such portion of such Security. 



        Any repurchase by the Company
contemplated pursuant to the provisions of this Section 3.07 shall be consummated by the delivery of the consideration to be
received by the Holder promptly following the later of the Business Day immediately following the Repurchase Date and the time of
delivery of the Security (together with all necessary endorsements or notifications of book-entry transfer). 



        Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the Repurchase Notice contemplated by this Section 3.07 shall
have the right to withdraw such Repurchase Notice by delivery of a written notice of withdrawal to the Paying Agent in accordance
with Section 3.09 at any time prior to the close of business on the Repurchase Date. 



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





29 










        Section
3.08.   Repurchase of Securities at Option of the Holder Upon a Fundamental Change.   If a
Fundamental Change occurs, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase
for cash all of such Holder’s Securities not previously called for redemption by the Company, or any portion thereof that is
equal to or an integral multiple of $1,000 principal amount, at a repurchase price equal to 100% of the principal amount of those
Securities, plus accrued and unpaid Interest and accrued and unpaid Contingent Interest, if any, on those Securities (the
“Fundamental Change Repurchase Price”) to, but not including, the date that is 30 days following the date of the
notice of a Fundamental Change mailed by the Company pursuant to Section 3.08(b) (the “Fundamental Change
Repurchase Date”), subject to satisfaction by or on behalf of the Holder of the requirements set forth in
Section 3.08(c); provided, that if the Fundamental Change Repurchase Date is on a date that is after an Interest
Record Date and on or prior to the corresponding Interest Payment Date, the Fundamental Change Repurchase Price shall be 100% of
the principal amount of the Securities repurchased but shall not include accrued and unpaid Interest and accrued and unpaid
Contingent Interest, if any. Instead, the Company shall pay such Interest and Contingent Interest, if any, on the Interest Payment
Date to the Holder of Record on the corresponding Interest Record Date.  



        (b)    No
later than 15 days after the occurrence of a Fundamental Change, the Company shall mail a Company Notice of the Fundamental Change
(substantially in the form of Exhibit E) by first class mail to the Trustee and to each Holder (and to beneficial owners if
required by applicable law). The Company Notice shall include a form of Fundamental Change Repurchase Notice to be completed by
the Holder and shall state: 



	  	        (i)    briefly,
the events causing a Fundamental Change and the date of such Fundamental Change; 







	  	        (ii)    the
date by which the Fundamental Change Repurchase Notice pursuant to this Section 3.08 must be delivered to the Paying Agent in
order for a Holder to exercise the repurchase rights; 







	  	        (iii)    the
Fundamental Change Repurchase Date;  







	  	        (iv)    the
Fundamental Change Repurchase Price;  







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







	  	        (vi)    the
Conversion Rate;  







	  	        (vii)    that
the Securities as to which a Fundamental Change 






30 










	  	Repurchase Notice has been given may be converted if they are
otherwise convertible pursuant to Article 10 hereof only if the Fundamental Change Repurchase Notice has been withdrawn in
accordance with the terms of this Indenture; 






	  	        (viii)    that
the Securities must be surrendered to the Paying Agent (by effecting book entry transfer of the Securities or delivering
Certificated Securities, together with necessary endorsements, as the case may be) to collect payment; 







	  	        (ix)    that
the Fundamental Change Repurchase Price for any Security as to which a Fundamental Change Repurchase Notice has been duly given
and not withdrawn shall be paid promptly following the later of the Business Day immediately following the Fundamental Change
Repurchase Date and the time of surrender of such Security as described in clause (viii); 







	  	        (x)    briefly,
the procedures the Holder must follow to exercise rights under this Section 3.08; 







	  	        (xi)    briefly,
the conversion rights, if any, that exist on the Securities at the date of the Company Notice and as a result of such Fundamental
Change; 







	  	        (xii)    the
procedures for withdrawing a Fundamental Change Repurchase Notice; 







	  	        (xiii)    that,
unless the Company defaults in making payment of such Fundamental Change Repurchase Price on Securities for which a Fundamental
Change Repurchase Notice is submitted, Interest and Contingent Interest, if any, on Securities surrendered for purchase by the
Company shall cease to accrue from and after the Fundamental Change Repurchase Date; and 







	  	        (xiv)    the
CUSIP, “ISIN” or other similar number(s), as the case may be, of the Securities. 







        At the Company’s
request, the Trustee shall give such Company Notice to each Holder in the Company’s name and at the Company’s expense;
provided, however, that, in all cases, the text of such Company Notice shall be prepared by the Company. 



        (c)    A
Holder may exercise its rights specified in this Section 3.08 upon delivery of a written notice of repurchase (a
“Fundamental Change Repurchase Notice”) to the Paying Agent at any time on or prior to the close of business on
the Fundamental Change Repurchase Date, stating: 



	  	        (i)    If
Certificated Securities have been issued, the certificate number(s) of the Securities which the Holder shall deliver to be
repurchased 






31 










	  	or, if Certificated Securities have not been issued, the
Fundamental Change Repurchase Notice shall comply with the appropriate Depositary procedures for book-entry transfer; 






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







	  	        (iii)    that
such Security shall be repurchased pursuant to the terms and conditions specified in Section 6 of the Securities and in this
Indenture. 







        The delivery of such Security
(together with all necessary endorsements) to the Paying Agent with the Fundamental Change Repurchase Notice at the offices of the
Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided,
however, that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 3.08 only if the Security
(together with all necessary endorsements) so delivered to the Paying Agent shall conform in all respects to the description
thereof set forth in the related Fundamental Change Repurchase Notice. 



        The Company shall repurchase
from the Holder thereof, pursuant to this Section 3.08, a portion of a Security if the principal amount of such portion is $1,000
or an integral multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Security also apply to
the repurchase of such portion of such Security. 



        Any repurchase by the Company
contemplated pursuant to the provisions of this Section 3.08 shall be consummated by the delivery of the Fundamental Change
Repurchase Price promptly following the later of the Business Day following the Fundamental Change Repurchase Date or the time of
delivery of such Security (together with all necessary endorsements or notifications of book-entry transfer). 



        Notwithstanding the
foregoing, Holders shall not have the right to require us to repurchase the Securities upon a Change of Control described in
clause (3) of the definition thereof if more than 90% of the consideration in the transaction or transactions constituting such
Change of Control consists of shares of common stock traded or to be traded immediately following such Change of Control on a U.S.
national securities exchange or NASDAQ, and, as a result of such transaction or transactions, the Securities become convertible
into such common stock (and any rights attached thereto). 



        Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Repurchase Notice contemplated by this
Section 3.08(c) shall have the right to withdraw such Fundamental Change Repurchase Notice by delivery of a written notice of
withdrawal to the Paying Agent in accordance with Section 3.09 at any time prior to the close of business on the Fundamental
Change Repurchase Date. 





32 










        The Paying Agent shall
promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written withdrawal thereof.




        Section
3.09.   Effect of Repurchase Notice or Fundamental Change Repurchase
Notice.   (a)  Upon receipt by the Paying Agent of the Repurchase Notice or Fundamental Change
Repurchase Notice specified in Section 3.07 or Section 3.08, as applicable, the Holder of the Security in respect of which such
Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, was given shall (unless such Repurchase Notice or
Fundamental Change Repurchase Notice, as the case may be, is withdrawn as specified in Section 3.09(b)) thereafter be entitled
solely to receive the Repurchase Price or Fundamental Change Repurchase Price, as the case may be, with respect to such Security
whether or not the Security is, in fact, properly delivered. Such Repurchase Price or Fundamental Change Repurchase Price shall be
paid to such Holder, subject to receipt of funds and/or securities by the Paying Agent, promptly following the later of (x) the
Business Day following the Repurchase Date or the Fundamental Change Repurchase Date, as the case may be, with respect to such
Security (provided the conditions in Section 3.07 or Section 3.08, as applicable, have been satisfied) and (y) the time of
delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.07 or Section 3.08, as
applicable. Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase Notice has been given by the
Holder thereof may not be converted pursuant to and to the extent permitted by Article 10 hereof on or after the date of the
delivery of such Repurchase Notice or Fundamental Change Repurchase Notice unless such Repurchase Notice or Fundamental Change
Repurchase Notice has first been validly withdrawn as specified in Section 3.09(b).  



        (b)    A
Repurchase Notice or Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the Repurchase Notice or Fundamental Change Repurchase Notice, as the case may
be, at any time (i) in the case of the Repurchase Notice, if received by the Paying Agent prior to the close of business on the
Repurchase Date or (ii) in the case of the Fundamental Change Repurchase Notice, if received by the Paying Agent prior to the
close of business on the Fundamental Change Repurchase Date, as the case may be, specifying: 



	  	(1)  	  	the principal amount, if any, of such Security which remains
subject to the original Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, and which has been or shall
be delivered for purchase by the Company, 






	  	(2)  	  	if Certificated Securities have been issued, the certificate
number, if any, of the Security in respect of which such notice of withdrawal is being submitted (or, if Certificated Securities
have not been issued, that such withdrawal notice shall comply with the appropriate Depositary procedures), and 








33 










	  	(3)  	  	the principal amount of the Security with respect to which such
notice of withdrawal is being submitted. 






        Section
3.10.   Deposit of Repurchase Price or Fundamental Change Repurchase Price.   Prior to 10:00
a.m. (local time in The City of New York) on the Business Day following the Repurchase Date or the Fundamental Change Repurchase
Date, as the case may be, the Company shall deposit with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04) an amount of cash in
immediately available funds sufficient to pay the aggregate Repurchase Price or Fundamental Change Repurchase Price, as the case
may be, of all the Securities or portions thereof which are to be purchased as of the Repurchase Date or Fundamental Change
Repurchase Date, as the case may be.  



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



        Section
3.12.   Covenant to Comply with Securities Laws upon Purchase of Securities.   When complying
with the provisions of Section 3.07 or Section 3.08 hereof (provided that such offer or purchase constitutes an “issuer
tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the
Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company
shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) and any other applicable tender offer rules under the
Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii)
otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Sections 3.07 and
3.08 to be exercised in the time and in the manner specified in Sections 3.07 and 3.08.  



        Section
3.13.   Repayment to the Company.   The Trustee and the Paying Agent shall return to the
Company any cash that remains unclaimed as provided in Section 12 of the Securities, together with interest, if any, thereon
(subject to the provisions of Section 7.01(f)), held by them for the payment of the Repurchase Price or Fundamental Change
Repurchase Price, as the case may be.  





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ARTICLE 4

COVENANTS 



        Section
4.01.   Payment of Securities.   The Company shall make all payments in respect of the
Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture. Any amounts of cash in
immediately available funds or shares of Common Stock to be given to the Trustee or Paying Agent shall be deposited with the
Trustee or Paying Agent by 10:00 a.m., New York City time, by the Company. The principal amount of, and Interest and
Contingent Interest, if any, on the Securities, and the Redemption Price, Repurchase Price and the Fundamental Change Repurchase
Price shall be considered paid on the applicable date due if on such date (which, in the case of a Repurchase Price or a
Fundamental Change Repurchase Price, shall be on the Business Day immediately following the applicable Repurchase Date or
Fundamental Change Repurchase Date, as the case may be) the Trustee or the Paying Agent holds, in accordance with this Indenture,
cash or securities, if permitted hereunder, sufficient to pay all such amounts then due.  



        Section
4.02.   SEC and Other Reports.   The Company shall deliver to the Trustee, within
15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of
its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the
SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or
15(d) of the Exchange Act. The Company shall also comply with the other provisions of TIA Section 314(a). Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall
not constitute constructive notice of any information contained therein or determinable from information contained therein,
including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely
conclusively on Officer’s Certificates).  



        Section
4.03.   Compliance Certificate.   The Company shall deliver to the Trustee within 120 days
after the end of each fiscal year of the Company (beginning with the fiscal year ending December 31, 2005) an Officer’s
Certificate, stating whether or not to the knowledge of the signer thereof, the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement
of notice provided hereunder) and if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which such Officer may have knowledge and otherwise comply with Section 314(a)(4) of the TIA.  



        The Company shall, so long as
any of the Securities are outstanding, deliver to the Trustee, within 30 days of any executive officer of the Company becoming
aware of any Default or Event of Default, an Officers’ Certificate specifying such 





35 











Default or Event of Default and what action the Company is taking or proposes
to take with respect thereto. 



        Section
4.04.   Further Instruments and Acts.   The Company shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this
Indenture.  



        Section
4.05.   Maintenance of Office or Agency.   The Company shall maintain in the United States of
America an office or agency of the Trustee, Registrar, Paying Agent and Conversion Agent where Securities may be presented or
surrendered for payment, where Securities may be surrendered for registration of transfer, exchange, purchase, redemption or
conversion and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The
Corporate Trust Office of the Trustee, as listed in Section 12.02, shall initially be such office or agency for all of the
aforesaid purposes. The Company shall give prompt written notice to the Trustee of the location, and of any change in the
location, of any such office or agency (other than a change in the location of the office of the Trustee). If at any time the
Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section
12.02.  



        The Company may also from
time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of
America for such purposes. 




ARTICLE 5

SUCCESSOR PERSON 



        Section
5.01.   When Company May Merge or Transfer Assets.   The Company shall not consolidate with
or merge with or into any other Person or convey, transfer, sell, lease or otherwise dispose of all or substantially all of its
properties and assets to any Person, unless:  



        (a)    the
resulting, surviving or transferee person (the “successor Person”) will be a corporation organized and existing
under the laws of the United States of America, any State thereof or the District of Columbia and the successor Person (if not the
Company) will expressly assume, by indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably
satisfactory to the Trustee, all of the obligations of the Company under the Securities and this Indenture; 





36 










        (b)    immediately
after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the successor Person as a
result of such transaction as having been incurred by such successor Person as the time of such transaction), no Default shall
have occurred and be continuing; and 



        (c)    the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer, sale or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided relating to
such transaction have been satisfied. 



        For purposes of the
foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other
than to the Company or another Subsidiary), which, if such assets were owned by the Company, would constitute all or substantially
all of the properties and assets of the Company and its Subsidiaries, taken as a whole, shall be deemed to be the transfer
of all or substantially all of the properties and assets of the Company. 



        The successor Person formed
by such consolidation or into which the Company is merged or the successor Person to which such conveyance, transfer, sale, lease
or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor had been named as the Company herein; and thereafter, except in the
case of a lease and obligations the Company may have under a supplemental indenture, the Company shall be discharged from all
obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Company, the Trustee and the
successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person
and such discharge and release of the Company. 





ARTICLE 6

DEFAULTS AND REMEDIES 



        Section
6.01.   Events of Default.   So long as any Securities are outstanding, each of the following
shall be an “Event of Default”:  



        (a)    following
the exercise by the Holder of the right to convert a Security in accordance with Article 10 hereof, the Company fails to comply
with its obligations to deliver the cash or shares of Common Stock, if any, required to be delivered as part of the applicable
Conversion Settlement Distribution on the applicable Conversion Settlement Date and such failure continues for a period of 5 days
or more; 





37 










        (b)    the
Company defaults in its obligation to provide timely notice of a Fundamental Change to the Trustee and each Holder as required
under 
Section 3.08(b); 



        (c)    the
Company defaults in its obligation to redeem any Security, or any portion thereof, called for redemption by the Company pursuant
to and in accordance with Section 3.01 hereof; 



        (d)    the
Company defaults in the payment of the principal amount of any Security when due at maturity, redemption, upon repurchase or
otherwise (including, without limitation, upon the exercise by a Holder of its right to require the Company to repurchase such
Securities pursuant to and in accordance with Section 3.07 or Section 3.08 hereof); 



        (e)    the
Company defaults in the payment of any Interest or Contingent Interest when due and payable, and continuance of such default for a
period of 30 days; 



        (f)    the
Company fails to perform or observe any term, covenant or warranty or agreement in the Securities or this Indenture (other than
those referred to in clause (a) through clause (e) above) and such failure continues for 60 days after receipt by the Company of a
Notice of Default; 



        (g)    the
entry by a court having jurisdiction in the premise of (i) a decree or order for relief in respect of the Company or any of its
Significant Subsidiaries, in an involuntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or
other similar law (any “Bankruptcy Law”)or (ii) a decree or order adjudging the Company or any Significant
Subsidiary, a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any Significant Subsidiary, under any applicable Bankruptcy Law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of any of their property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or order described in clause (i) or (ii) above is
unstayed and in effect for a period of 60 consecutive days; and 



        (h)    (i) the
commencement by the Company or any Significant Subsidiary, of a voluntary case or proceeding under any applicable Bankruptcy Law
or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or (ii) the consent by the Company or any
Significant Subsidiary, to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary, in
an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case
or proceeding against the Company or any Significant Subsidiary, or (iii) the filing by the Company or any Significant
Subsidiary, of a petition or answer or consent seeking reorganization or 





38 











relief under any applicable Bankruptcy Law, or (iv) the consent by the
Company or any Significant Subsidiary to the filing of such petition or to the appointment of or the taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant
Subsidiary or of any substantial part of any of their property, or (v) the making by the Company or any Significant Subsidiary, of
a general assignment for the benefit of creditors, or the admission by the Company or any Significant Subsidiary, in writing of
its inability to pay its debts generally as they become due. 



        The foregoing shall
constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body. 



        For the avoidance of doubt,
clause (f) above shall not constitute an Event of Default until the Trustee notifies the Company, or the Holders of at least 25%
in aggregate principal amount of the Securities at the time outstanding notify the Company and the Trustee, of such default and
the Company does not cure such default (and such default is not waived) within the time specified in clause (f) above after actual
receipt of such notice. Any such notice must specify the default, demand that it be remedied and state that such notice is a
“Notice of Default.” 



        Section
6.02.   Acceleration.   If an Event of Default (other than an Event of Default specified in
Section 6.01(g) or Section 6.01(h) with respect to the Company) occurs and is continuing (the Event of Default not
having been cured or waived), the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount
of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the principal amount of the
Securities and any accrued and unpaid Interest and any accrued and unpaid Contingent Interest, if any, on all the Securities to be
immediately due and payable. Upon such a declaration, such accelerated amount shall be due and payable immediately. If an Event of
Default specified in Section 6.01(g) or Section 6.01(h) with respect to the Company occurs and is continuing, the
principal amount of the Securities and any accrued and unpaid Interest and any accrued and unpaid Contingent Interest, if any, on
all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee
or any Securityholders. The Holders of a majority in aggregate principal amount of the Securities at the time outstanding, by
notice to the Trustee (and without notice to any other Securityholder) may rescind an acceleration and its consequences, and
thereby waive the Events of Default giving rise to such acceleration, if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount of the Securities
and any accrued and unpaid Interest and any accrued and unpaid Contingent Interest, if any, that have become due solely as a
result of acceleration. No such rescission shall affect any subsequent Event of Default or impair any right consequent thereto.
 





39 










        Section
6.03.   Other Remedies.   If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of the principal amount of the Securities and any accrued and unpaid Interest
and accrued and unpaid Contingent Interest, if any, on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.  



        The Trustee may maintain a
proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall
not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any
other remedy. All available remedies are cumulative. 



        Section
6.04.   Waiver of Past Defaults.   The Holders of a majority in aggregate principal amount of
the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Securityholder), may waive any
existing or past Default and its consequences except (1) an Event of Default described in clauses (a), (b), (c), (d), and (e) of
Section 6.01 or (2) an Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of
each Securityholder affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or impair any consequent right. This Section 6.04 shall be in lieu of Section 316(a)1(B) of the TIA and such Section
316(a)1(B) is hereby expressly excluded from this Indenture, as permitted by the TIA.  



        Section
6.05.   Control by Majority.   The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction
that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability; provided, that the Trustee may take any other action
deemed proper by the Trustee which is not inconsistent with such direction or this Indenture. Prior to taking any action under
this Indenture, the Trustee may require indemnity satisfactory to it in its sole discretion against all losses and expenses caused
by taking or not taking such action.  



        Section
6.06.   Limitation on Suits.   A Securityholder may not pursue any remedy with respect to
this Indenture or the Securities, except in case of a Default due to the non-payment of the principal amount of the Securities,
any accrued and unpaid Interest or any accrued and unpaid Contingent Interest, if any, unless:  



	  	(1)  	  	the Holder gives to the Trustee written notice stating that a
Default is continuing; 








40 










	  	(2)  	  	the Holders of at least 25% in aggregate principal amount of the
Securities at the time outstanding make a written request to the Trustee to pursue the remedy; 






	  	(3)  	  	the Trustee does not comply with the request within 60 days after
receipt of such notice and offer of security or indemnity; and 






	  	(4)  	  	the Holders of a majority in aggregate principal amount of the
Securities at the time outstanding do not give the Trustee a direction inconsistent with the request during such 60-day period.







        A Securityholder may not use
this Indenture to prejudice the rights of any other Securityholder or to obtain a preference or priority over any other
Securityholder. 



        Section
6.07.   Rights of Holders to Receive Payment.   Notwithstanding any other provision of this
Indenture, the right of any Holder to receive payment of the principal amount of the Securities and any accrued and unpaid
Interest and any accrued and unpaid Contingent Interest, if any, in respect of the Securities held by such Holder, on or after the
respective due dates expressed in the Securities or any Redemption Date, Repurchase Date or Fundamental Change Repurchase Date,
and to convert the Securities in accordance with Article 10, or to bring suit for the enforcement of any such payment or the right
to convert on or after such respective dates, shall not be impaired or affected adversely without the consent of such Holder.
 



        Section
6.08.   Collection Suit by Trustee.   If an Event of Default described in Section 6.01
clauses (a) through (e) (other than (b)) occurs and is continuing, the Trustee may recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts
provided for in Section 7.07.  



        Section
6.09.   Trustee May File Proofs of Claim.   In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal amount of the Securities and any accrued and unpaid Interest and accrued and
unpaid Contingent Interest, if any, in respect of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of any
such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise:  



	  	        (a)    to
file and prove a claim for the whole principal amount of the Securities and any accrued and unpaid Interest and any accrued and
unpaid Contingent Interest, if any, and to file such other papers or 






41 










	  	documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel or any other amounts due the Trustee under Section 7.07) and of the Holders allowed in such judicial
proceeding, and 






	  	        (b)    to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.








        Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 



        The Company agrees not to
object to the Trustee participating as a member of any official committee of creditors of the Company as it deems necessary or
advisable. 



        Section
6.10.   Priorities.   Any money collected by the Trustee pursuant to this Article 6, and,
after an Event of Default, any money or other property distributable in respect of the Company’s obligations under this
Indenture, shall be paid out in the following order:  



	  	        FIRST: to the
Trustee (including any predecessor Trustee) for amounts due under Section 7.07; 







	  	        SECOND: to
Securityholders for amounts due and unpaid on the Securities for the principal amount of the Securities and any accrued and unpaid
Interest and any accrued and unpaid Contingent Interest, if any, as the case may be, ratably, without preference or priority of
any kind, according to such amounts due and payable on the Securities; and 







	  	        THIRD: the
balance, if any, to the Company. 







        The Trustee may fix a record
date and payment date for any payment to Securityholders pursuant to this Section 6.10. At least 15 days before such record date,
the Trustee shall mail to each Securityholder and the Company a notice that states the record date, the payment date and the
amount to be paid. 





42 










        Section
6.11.   Undertaking for Costs.   In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and
the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more
than 10% in aggregate principal amount of the Securities at the time outstanding. This Section 6.11 shall be in lieu of Section
315(e) of the TIA and such Section 315(e) is hereby expressly excluded from this Indenture, as permitted by the TIA.  



        Section
6.12.   Waiver of Stay, Extension or Usury Laws.   The Company covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force,
which would prohibit or forgive the Company from paying all or any portion of the principal amount of the Securities and any
accrued and unpaid Interest and any accrued and unpaid Contingent Interest, if any, on Securities, as contemplated herein, or
which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no
such law had been enacted.  




ARTICLE 7

TRUSTEE 



        Section
7.01.   Duties of Trustee.  



        (a)    If
an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. 



        (b)    Except
during the continuance of an Event of Default: 



	  	(1)  	  	the Trustee need perform only those duties that are specifically
set forth in this Indenture and no others, and no implied duties shall be read into this Indenture against the Trustee; and







	  	(2)  	  	in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the 







43 










	  	correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the requirements of this Indenture, but in the case of any such
certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall
be under a duty to examine such certificates and opinions to determine whether or not they conform to the requirements of this
Indenture, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. This
Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this
Indenture, as permitted by the TIA. 






        (c)   The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 



	  	(1)  	  	this Section 7.01 (c) does not limit the effect of Sections
7.01(b) and 7.01(g); 






	  	(2)  	  	the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and







	  	(3)  	  	the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05. 






        Subparagraphs (c)(1), (2) and
(3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and

315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA. 



        (d)    Every
provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.01. 



        (e)    The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any
loss, liability or expense. 



        (f)    Money
held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee
(acting in any capacity hereunder) shall be under no liability for interest on any money received by it hereunder unless otherwise
agreed in writing with the Company (provided that any interest earned on money held by the Trustee in trust hereunder shall be the
property of the Company). 





44 











        (g)    No
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it. 



        Section
7.02.   Rights of Trustee.   Subject to the provisions of Section 7.01:  



	  	        (a)    the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper party or parties; 







	  	        (b)    whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; 







	  	        (c)    the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder; 







	  	        (d)    the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith which it believes to be
authorized or within its rights or powers conferred under this Indenture; 







	  	        (e)    the
Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice
or Opinion of Counsel; 







	  	        (f)    the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the
Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or
thereby; 







	  	        (g)    any
request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order 









45 











	  	and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution; 






	  	        (h)    the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or
other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to, during regular business hours, examine the books, records and premises of the Company, personally or by agent or attorney at
the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or
investigation; 







	  	        (i)    Except
with respect to Section 4.01, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 4. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i)
any Default or Event of Default occurring pursuant to Sections 6.01(a), 6.01(c), 6.01(d) or 6.01(e) or (ii) any Default or Event
of Default of which the Trustee shall have received written notification or obtained actual knowledge.; 







	  	        (j)    the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent,
custodian and other Person employed to act hereunder; 







	  	        (k)    the
Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be
signed by any person authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded; 







	  	        (l)    the
permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified
herein; and 







	  	        (m)   delivery
of reports, information and documents to the Trustee under Section 4.02 is for informational purposes only and the Trustee’s
receipt of the foregoing shall not constitute constructive notice of any information contained therein or determinable from
information contained therein, including compliance with any of their covenants 








46 











	  	hereunder (as to which the Trustee is entitled to rely exclusively
on Officers’ Certificates). 






        Section
7.03.   Individual Rights of Trustee.   The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, Conversion Agent or co-registrar may do the same with like rights.
However, the Trustee must comply with Section 7.10 and Section 7.11.  



        Section
7.04.   Trustee’s Disclaimer.   The Trustee makes no representation as to, and shall
have no responsibility for, the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the
Company’s use or application by the Company of the Securities or of the proceeds from the Securities, it shall not be
responsible for the correctness of any statement in the registration statement for the Securities under the Securities Act or in
any offering document for the Securities, the Indenture or the Securities (other than its certificate of authentication), or the
determination as to which beneficial owners are entitled to receive any notices hereunder.  



        Section
7.05.   Notice of Defaults.   If a Default or Event of Default occurs and if it is known to
the Trustee, the Trustee shall give to each Securityholder notice of the Default or Event of Default within 90 days after it
occurs or, if later, within 15 days after it is known to the Trustee, unless such Default or Event of Default shall have been
cured or waived before the giving of such notice. Notwithstanding the preceding sentence, except in the case of a Default or Event
of Default described in clauses (d) and (e) of Section 6.01, the Trustee may withhold the notice if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice is in the interest of the Securityholders. The
preceding sentence shall be in lieu of the proviso to Section 315(b) of the TIA and such proviso is hereby expressly excluded from
this Indenture, as permitted by the TIA. The Trustee shall not be deemed to have knowledge of a Default or Event of Default unless
a Responsible Officer of the Trustee has received written notice of such Default or Event of Default, which notice specifically
references this Indenture and the Securities.  



        Section
7.06.   Reports by Trustee to Holders.   Within 60 days after each December 31 beginning with
May 15, 2006, the Trustee shall mail to each Securityholder a brief report dated as of such December 31 that complies with TIA
Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b). Any reports required by
this Section 8.06 shall be transmitted by mail to Securityholders pursuant to TIA Section 313(c).  



        A copy of each report at the
time of its mailing to Securityholders shall be filed with the SEC and each securities exchange, if any, on which the Securities
are 





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listed. The Company agrees to notify the Trustee promptly whenever the
Securities become listed on any securities exchange and of any delisting thereof. 



        Section
7.07.   Compensation and Indemnity.   The Company agrees:  



	  	        (a)    to
pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for
all services rendered by it hereunder (which compensation shall not be limited (to the extent permitted by law) by any provision
of law in regard to the compensation of a trustee of an express trust); 







	  	        (b)    to
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable compensation and the expenses, advances and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own
negligence, willful misconduct or bad faith; and 







	  	        (c)    to
indemnify the Trustee or any predecessor Trustee and their agents for, and to hold them harmless against, any loss, damage, claim,
liability, cost or expense (including reasonable attorney’s fees and expenses, and taxes (other than taxes based upon,
measured by or determined by the income of the Trustee)) incurred without negligence, willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder. 







        To secure the Company’s
payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or
collected by the Trustee, except that held in trust to pay the principal amount of, or the Redemption Price, Repurchase Price,
Fundamental Change Repurchase Price, Interest or Contingent Interest, if any, as the case may be, on particular Securities.




        The Company’s payment,
reimbursement and indemnity obligations pursuant to this Section 7.07 shall survive the satisfaction and discharge of this
Indenture, the resignation or removal of the Trustee and the termination of this Indenture for any reason. In addition to and
without prejudice to its rights hereunder, when the Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 6.01(g) or Section 6.01(h), the expenses, including the reasonable charges and expenses of its
counsel and the compensation for services payable pursuant to Section 7.07(a), are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or similar laws. 





48 










        For the purposes of this
Section 7.07, the “Trustee” shall include any predecessor Trustee; provided, however, that except as may be otherwise
agreed among the parties, the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of
any other Trustee hereunder. 



        Section
7.08.   Replacement of Trustee.   The Trustee may resign at any time by so notifying the
Company; provided, however, no such resignation shall be effective until a successor Trustee has accepted its appointment
pursuant to this Section 7.08. The Holders of a majority in aggregate principal amount of the Securities at the time
outstanding may remove the Trustee by so notifying the Trustee and the Company in writing. The Company shall remove the Trustee
if: 



	  	(1) 	  	the Trustee fails to comply with Section 7.10; 






	  	(2) 	  	the Trustee is adjudged bankrupt or insolvent; 






	  	(3) 	  	a receiver or public officer takes charge of the Trustee or its
property; or 






	  	(4) 	  	the Trustee otherwise becomes incapable of acting. 






        If the Trustee resigns or is
removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its
Board of Directors, a successor Trustee. 



        A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company satisfactory in form and substance to
the retiring Trustee and the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall
mail a notice of its succession to Securityholders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 



        If a successor Trustee does
not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders
of a majority in aggregate principal amount of the Securities at the time outstanding may petition any court of competent
jurisdiction at the expense of the Company for the appointment of a successor Trustee. 



        If the Trustee fails to
comply with Section 7.10, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee. 



        So long as no Default or
Event of Default shall have occurred and be continuing, if the Company shall have delivered to the Trustee (i) a Board Resolution
appointing a successor Trustee, effective as of a date at least 30 days 





49 











after delivery of such Resolution to the Trustee, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with this Indenture, the
Trustee shall be deemed to have resigned as contemplated in this Section 7.08, the successor Trustee shall be deemed to have been
accepted as contemplated in this Indenture, all as of such date, and all other provisions of this Indenture shall be applicable to
such resignation, appointment and acceptance. 



        Section
7.09.   Successor Trustee by Merger.   If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or assets to, another Person, the resulting, surviving or
transferee Person without any further act shall be the successor Trustee, subject to Sections 7.10 and 7.11. 




        Section
7.10.   Eligibility; Disqualification.   The Trustee shall at all times satisfy the
requirements of TIA Sections 310(a)(1) and 310(b). The Trustee (or any parent holding company) shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Nothing herein
contained shall prevent the Trustee from filing with the Commission the application referred to in the penultimate paragraph of
TIA Section 310(b).  



        Section
7.11.   Preferential Collection of Claims Against Company.   The Trustee shall comply with
TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.  






ARTICLE 8

DISCHARGE OF INDENTURE 



        Section
8.01.   Discharge of Liability on Securities.   When (i) the Company causes to be delivered
to the Trustee all outstanding Securities (other than Securities replaced or repaid pursuant to Section 2.07) for cancellation or
(ii) all outstanding Securities have become due and payable and the Company deposits with the Trustee cash sufficient to pay all
amounts due and owing on all outstanding Securities (other than Securities replaced pursuant to Section 2.07), and if in either
case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 7.07, cease
to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction
and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and Opinion of Counsel and
at the cost and expense of the Company.  



        Section
8.02.   Repayment to the Company.   The Trustee and the Paying Agent shall return to the
Company upon written request any money or securities 





50 











held by them for the payment of any amount with respect to the Securities
that remains unclaimed for two years, subject to applicable abandoned property law. After return to the Company, Holders entitled
to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law
designates another person and the Trustee and the Paying Agent shall have no further liability to the Securityholders with respect
to such money or securities for that period commencing after the return thereof. 



        Section
8.03.   Application of Trust Money.   The Trustee shall hold in trust all money and other
consideration deposited with it pursuant to Section 8.01 and shall apply such deposited money and other consideration through the
Paying Agent and in accordance with this Indenture to the payment of amounts due on the Securities. Money and other consideration
so held in trust is subject to the Trustee’s rights under Section 7.07.  





ARTICLE 9

AMENDMENTS 



        Section
9.01.   Without Consent of Holders.   The Company and the Trustee may modify or amend this
Indenture or the Securities without the consent of any Securityholder to:  



	  	        (a)    add
guarantees with respect to the Securities;  







	  	        (b)    remove
any guarantee added to the Securities pursuant to clause (a) above, unless such guarantee is required pursuant to
Section 5.01(a); 







	  	        (c)    conform,
as necessary, this Indenture and the Securities to the “Description of the Debentures” as set forth in the Prospectus;








	  	        (d)    add
to the covenants of the Company for the benefit of the Holders of Securities; 







	  	        (e)    surrender
any right or power herein conferred upon the Company; 







	  	        (f)    provide
for conversion rights of Holders of Securities if any reclassification or change of the Common Stock or any consolidation, merger
or sale of all or substantially all of the Company’s assets occurs; 







	  	        (g)    provide
for the assumption by a successor Person (and the public acquirer, if applicable) of the Company’s obligations to the
Holders of Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition
pursuant to Article 5 hereof (or Section 10.01(d) in the case of a public acquirer); 









51 










	  	        (h)    provide
for uncertificated Securities in addition to or in place of Certificated Securities; provided, however, that
uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that
uncertificated Securities are described in Section 163(f)(2)(B) of the Code; 







	  	        (i)    change
the Conversion Rate in accordance with this Indenture; provided, however, that any increase in the Conversion Rate
other than pursuant to Article 10 shall not adversely affect the interests of the Holders of Securities (after taking into account
U.S. federal income tax and other consequences of such increase); 







	  	        (j)    comply
with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 







	  	        (k)    cure
any ambiguity or to correct or supplement any provision herein which may be inconsistent with any other provision herein or which
is otherwise defective; provided, however, that any such change or modification 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
the Holders of Securities in any material respect; 







	  	        (l)    add
or modify any other provisions herein with respect to matters or questions arising hereunder which the Company and the Trustee may
deem necessary or desirable and which, in the good faith opinion of the Board of Directors of the Company (as evidenced by a Board
Resolution) and the Trustee, shall not adversely affect the interests of the Holders of Securities in any material respect;








	  	        (m)    establish
the form of Securities if issued in definitive form (substantially in the form of Exhibit B); or 







	  	        (n)    evidence
and provide for the acceptance of the appointment under this Indenture of a successor Trustee in accordance with the terms of this
Indenture. 







        Section
9.02.   With Consent of Holders.   Except as provided below in this Section 9.02 and in
Section 9.01, this Indenture or the Securities may be amended, modified or supplemented, and noncompliance in any particular
instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of the
Holders of at least a majority of the principal amount of the Securities at the time outstanding.  






52 










        Without the written consent
or the affirmative vote of each Holder of Securities affected thereby, an amendment, supplement or waiver under this Section 9.02
may not: 



	  	        (a)    reduce
the principal amount of or change the maturity of any Security, or the payment date of any installment of Interest or Contingent
Interest payable on any Security; 







	  	        (b)    reduce
the Redemption Price, Repurchase Price or Fundamental Change Repurchase Price of, any Security or change the time at which or
circumstances under which the Securities may be redeemed or repurchased; 







	  	        (c)    change
the currency of payment of such Securities or Interest, Contingent Interest, Redemption Price, Fundamental Change Repurchase Price
or Repurchase Price thereon; 







	  	        (d)    alter
the manner of calculation or rate of accrual of Interest or Contingent Interest, or extend the time for payment of any such amount
or the Redemption Price, Fundamental Change Repurchase Price or Repurchase Price of any Security; 







	  	        (e)    impair
the right of any Holder to institute suit for the enforcement of any payment on or with respect to, or conversion of, any
Security; 







	  	        (f)    adversely
affect the repurchase option of the Holders of the Securities as provided in Article 3 or the right of the Holders of the
Securities to convert any Security as provided in Article 10, except as otherwise permitted pursuant to Article 5 or Section 10.05
hereof; 







	  	        (g)    modify
the redemption provisions of Article 3 in a manner adverse to the Holders of the Securities; 







	  	        (h)    change
the Company’s obligation to maintain an office or agency in the places and for the purposes specified in this Indenture;








	  	        (i)    modify
any of the provisions of this Section, or reduce the percentage of the aggregate principal amount of outstanding Securities
required to amend, modify or supplement the Indenture or the Securities or waive an Event of Default, except to provide that
certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding
Security affected thereby; or 







	  	        (j)    reduce
the percentage of the aggregate principal amount of the outstanding Securities the consent of whose Holders is required for any
such supplemental indenture entered into in accordance with this Section 








53 











	  	9.02 or the consent of whose Holders is required for any waiver
provided for in this Indenture. 






        It shall not be necessary for
the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent approves the substance thereof. 



        After an amendment under this
Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment. 



        Section
9.03.   Compliance With Trust Indenture Act.   Every supplemental indenture executed pursuant
to this Article shall comply with the TIA as then in effect. 



        Section
9.04.   Revocation and Effect of Consents, Waivers and Actions.   Until an amendment, waiver
or other action by Holders becomes effective, a consent thereto by a Holder of a Security hereunder is a continuing consent by the
Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the
consenting Holder’s Security, even if notation of the consent, waiver or action is not made on the Security. However, any
such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder’s Security or portion of the
Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After
an amendment, waiver or action becomes effective, it shall bind every Securityholder.  



        Section
9.05.   Notice of Amendments, Notation on or Exchange of Securities.   Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if
required by the Company, bear a notation in form approved by the Company as to any matter provided for in such supplemental
indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered
by the Trustee in exchange for outstanding Securities.  



        Section
9.06.   Trustee to Sign Supplemental Indentures.   The Trustee shall sign any supplemental
indenture authorized pursuant to this Article 9 if the amendment contained therein does not affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such
supplemental indenture the Trustee shall receive, and (subject to the provisions of Section 7.01) shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by
this Indenture.  



        Section
9.07.   Effect of Supplemental Indentures.   Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in 





54 










accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. 





ARTICLE 10

CONVERSIONS 



        Section
10.01.   Conversion Privilege.   Subject to and upon compliance with the provisions of this
Article 10, a Holder of a Security shall have the right, at such Holder’s option, to convert all or any portion (if the
portion to be converted is $1,000 principal amount or an integral multiple thereof) of such Security prior to the close of
business on the Business Day immediately preceding Stated Maturity into cash and shares of Common Stock, if any, at the Conversion
Rate (the “Conversion Obligation”) in effect on the date of conversion only as follows:  


	  	        (1)    during
any fiscal quarter of the Company (a “Fiscal Quarter”) commencing after December 31, 2005 (and only during such
Fiscal Quarter), if the Last Reported Sale Price of the Common Stock for at least 20 Trading Days during the period of 30
consecutive Trading Days ending on the last Trading Day of the immediately preceding Fiscal Quarter is more than 130% of the
Conversion Price in effect on such last Trading Day; 






	  	(2)    during the five Business Day period
immediately following any five consecutive Trading Day period (the “Measurement Period”) in which the Trading
Price per $1,000 original principal amount of the Securities for each day of such Measurement Period was less than 98% of the
product of the Closing Price of the Common Stock and the Conversion Rate on each such date; provided, however, that a
Holder cannot convert any Security in reliance on this provision after December 15, 2030 if on any trading day during the
Measurement Period the closing price of the Common Stock was between 100% and 130% of the Conversion Price of the Securities. The
Conversion Agent will, on the Company’s behalf, determine if the Securities are convertible as a result of the Trading Price
of the Securities and notify the Company and the Trustee; provided, that the Conversion Agent shall have no obligation to
determine the Trading Price of the Securities unless the Company has requested such determination and the Company shall have no
obligation to make such request unless requested to do so by a Holder of the Securities. Upon making any such request, any such
requesting Holder shall provide reasonable evidence that (A) such requesting Holder is a Holder of the Securities as of the
date of such notice, and (B) the Trading Price per $1,000 principal amount of Securities would be less than 98% of the
product of the Closing Price 








55 











	  	of the Common Stock and the Conversion Rate. At such time, the
Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on the next Trading Day and
on each successive Trading Day until the Trading Price per $1,000 original principal amount of the Securities is greater than or
equal to 98% of the product of the Closing Price of the Common Stock and the Conversion Rate; 






	  	        (3)    at
any time prior to the close of business on the Business Day immediately preceding the Redemption Date, if the Company has called
the Securities for redemption pursuant to Article 3 hereof, even if the Securities are not otherwise convertible at that time;







	  	        (4)    any
time on or after December 15, 2034 and prior to the close of business on the Stated Maturity; 






	  	        (5)    as
provided in clause (b) of this Section 10.01. 






        The Company or, at its
option, the Conversion Agent on behalf of the Company, shall determine on a daily basis during the time periods specified in
Section 10.01(a)(1) or, following a request by a Holder of Securities in accordance with the procedures specified in Section
10.01(a)(2), whether the Securities shall be convertible as a result of the occurrence of an event specified in such Sections and,
if the Securities shall be so convertible, the Company or the Conversion Agent, as applicable, shall promptly deliver to the
Trustee and Conversion Agent or the Company, as applicable written notice thereof. Whenever the Securities shall become
convertible pursuant to this Section 10.01 (as determined in accordance with this Section 10.01), the Company or, at the
Company’s request, the Trustee in the name and at the expense of the Company, shall promptly notify the Holders of the event
triggering such convertibility in the manner provided in Section 12.02, and the Company shall also promptly disseminate a press
release through Dow Jones & Company, Inc. or Bloomberg Business News and publish such information on the Company’s
Website or through another public medium the Company may use at that time. Any notice so given shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. 



	  	(b)  	  	In the event that:  






	  	        (1)    (A) the
Company distributes to all or substantially all holders of Common Stock rights or warrants entitling them to purchase, for a
period expiring within 60 days after the date of such distribution, Common Stock at less than the Last Reported Sale Price of the
Common Stock on the Trading Day immediately preceding the announcement date for such distribution; or (B) the Company distributes
to all or substantially all holders of Common Stock assets (including cash), debt securities or rights or warrants to purchase the
Company’s securities, which distribution has a per share value as 








56 











	  	determined by the Board of Directors exceeding 10% of the Last
Reported Sale Price of the Common Stock on the Trading Day immediately preceding the announcement date of such distribution, then,
in either case, the Securities may be surrendered for conversion at any time on and after the date that the Company gives notice
to the Holders of such distribution, which shall be not less than 20 Business Days prior to the Ex-Dividend Date for such
distribution, until the earlier of the close of business on the Business Day immediately preceding the Ex-Dividend Date or the
date the Company announces that such distribution shall not take place, even if the Securities are not otherwise convertible at
such time; provided that no Holder of a Security shall have the right to convert if the Holder may otherwise participate in
such distribution without conversion; or 






	  	        (2)    a
Change of Control occurs pursuant to clause (1) of the definition thereof set forth above or clause (3) of the definition thereof
set forth above pursuant to which the Common Stock is to be converted into cash, securities or other property, then the Securities
may be surrendered for conversion at any time from and after the date which is 15 days prior to the anticipated effective date of
such transaction until 15 days after the actual effective date of such transaction (or, if such transaction also constitutes a
Change of Control pursuant to which Holders have a right to require the Company to repurchase the Securities pursuant to Section
3.08, until the Business Day immediately preceding the applicable Fundamental Change Repurchase Date). The Company shall notify
Holders at the time the Company publicly announces the Change of Control transaction giving rise to the above conversion right
(but in no event less than 15 days prior to the effective date of such transaction). If the Company engages in any
reclassification of the Common Stock (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 is party to a consolidation, merger, binding share
exchange or transfer of all or substantially all of its assets pursuant to which Holders of Common Stock would be entitled to
receive cash, securities or other property, then at the effective time of such transaction, to the extent that it constitutes a
Change of Control as described in this paragraph above as giving rise to a conversion right, the Conversion Obligation and the
Conversion Settlement Distribution shall be based on the applicable Conversion Rate and the kind and amount of cash, securities or
other property that a holder of one share of the Common Stock would have received in such transaction as determined pursuant to
Section 10.05(b) (such property, collectively, the “Exchange Property”). In addition, if a Holder converts
Securities following the effective time of any such transaction, any amounts of the Conversion Settlement Distribution to 








57 











	  	be settled in shares of Common Stock shall be paid in such
Exchange Property rather than shares of Common Stock. If the transaction also constitutes a Change of Control, (A) a Holder
can require the Company to repurchase all or a portion of its Securities pursuant to Section 3.08 or, (B) if such Holder
elects, instead, to convert all or a portion of its Securities, such Holder shall receive Additional Shares upon conversion
pursuant to Section 10.01(c), in each case, subject to the terms and conditions set forth in each such Section. 






        (c)    If
and only to the extent a Holder timely elects to convert Securities during the period specified in Section 10.01(b)(2) above
on or prior to December 15, 2006, and 10% or more of the consideration for the Common Stock in such Change of Control transaction
consists of consideration other than common stock traded or scheduled to be traded immediately following such transaction on a
U.S. national securities exchange or NASDAQ, the Conversion Rate shall be increased by an additional number of shares of
Common Stock (the “Additional Shares”) as described below; provided that if the Stock Price paid in
connection with such transaction is greater than $[        ] or less than
$[        ] (subject in each case to adjustment as described below), no Additional Shares
shall be added to the Conversion Rate. Notwithstanding this Section 10.01(c), if the Company elects to adjust the Conversion
Rate pursuant to Section 10.01(d), the provisions of Section 10.01(d)shall apply in lieu of the provisions of this
Section 10.01(c). The Company shall notify Holders, at least 15 days prior to the anticipated effective date of such
transaction causing any increase of the Conversion Rate pursuant to this Section 10.01(c), whether the Company elects to
increase the Conversion Rate as described above or to adjust the Conversion Rate pursuant to Section 10.01(d). 



        The number of Additional
Shares to be added to the Conversion Rate as described in the immediately preceding paragraph shall be determined by reference to
the table attached as Schedule I hereto, based on the effective date of such Change of Control transaction and the Stock Price
paid in connection with such transaction; provided that if the Stock Price is between two Stock Price amounts in the table
or such effective date is between two effective dates in the table, the number of Additional Shares shall be determined by a
straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the
two dates, as applicable, based on a 365-day year. The “effective date” with respect to a Change of Control
transaction means the date that a Change of Control becomes effective. 



        With respect to any
Securities tendered for conversion to which Additional Shares apply, any shares of Common Stock to be delivered upon conversion of
such Securities pursuant to Section 10.02 shall be delivered to Holders who elect to convert their Securities on the later of (i)
the fifth Business Day following the effective date and (2) the third Business Day following the final day of the Cash Settlement
Period. 






58 










        The Stock Prices set forth in
the first row of the table in Schedule I hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is
adjusted pursuant to Section 10.04. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving
rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional
Shares shall be adjusted in the same manner as the Conversion Rate as set forth in Section 10.04. 



        Notwithstanding the
foregoing, in no event shall the total number of shares of Common Stock issuable upon conversion of the Securities exceed
[        ] per $1,000 principal amount of Securities, subject to adjustments in the same
manner as the Conversion Rate as set forth in Section 10.04. 



        (d)    Notwithstanding
the provisions of Section 10.01(c), in the case of a Change of Control that would lead to the issuance of Additional Shares
as set forth in clause (c) above that is also a Public Acquirer Change of Control, the Company may, in lieu of increasing the
Conversion Rate by Additional Shares as described in Section 10.01(c), elect to adjust the Conversion Rate and the related
Conversion Obligation such that from and after the effective date of such Public Acquirer Change of Control, Holders of Securities
shall be entitled to convert their Securities (subject to the satisfaction of the conditions to conversion set forth in
Section 10.01(a)) into Public Acquirer Common Stock. The Conversion Rate following the effective date of such transaction
will be a number of shares of Public Acquirer Common Stock equal to the product of the Conversion Rate in effect immediately
before the Public Acquirer Change of Control times the average of the quotients obtained, for each Trading Day in the 10
consecutive Trading Day period ending on the Trading Day immediately preceding the effective date of such Public Acquirer Change
of Control (the “Valuation Period”), of: 



	  	(i)  	  	the Acquisition Value of our Common Stock on each such Trading Day
in the Valuation Period, divided by 






	  	(ii)  	  	the Last Reported Sale Price of the Public Acquirer Common Stock
on each such Trading Day in the Valuation Period. 






        The “Acquisition
Value” of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per
share of Common Stock in connection with such Public Acquirer Change of Control, as follows: 



	  	(i)  	  	for any cash, 100% of the face amount of such cash; 






	  	(ii)  	  	for any Public Acquirer Common Stock, 100% of the Last Reported
Sale Price of such Public Acquirer Common Stock on such trading day; and 









59 










	  	(iii)  	  	for any other securities, assets or property, 102% of the fair
market value of such security, asset or property on such Trading Day, as determined by three independent nationally recognized
investment banks selected by the Company for this purpose. 






        “Public Acquirer
Change of Control” means an event constituting a corporate transaction that would otherwise obligate the Company to
increase the Conversion Rate as described in Section 10.01(c) and the acquirer, the Person formed by or surviving the merger or
consolidation or any entity that is direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act) of more than 50% of such Person’s or acquirer’s Voting Stock has a class of common stock traded on a
national securities exchange or quoted on NASDAQ or which shall be so traded or quoted when issued or exchanged in connection with
such Change of Control (the “Public Acquirer Common Stock”); provided, that if there is more than one of
such entity, the relevant entity shall be such entity with the most direct beneficial ownership to such acquirer’s or
Person’s capital stock. 



        Upon a Public Acquirer Change
of Control, if the Company so elects, Holders may convert their Securities (subject to the satisfaction of the conditions to
conversion set forth in Section 10.01(a)) at the adjusted Conversion Rate described above but shall not be entitled to the
increased Conversion Rate described in Section 10.01(c). The Company shall notify Holders of its election in its notice to Holders
pursuant to Section 10.01(b)(2) above. Holders may convert their Securities upon a Public Acquirer Change of Control during the
period specified in Section 10.01(b)(2). In addition, Holders can also, subject to certain conditions, require the Company to
repurchase all or a portion of their Securities as described in Section 3.08. 



        After any adjustment of the
Conversion Rate in connection with a Public Acquirer Change of Control, the Conversion Rate shall be subject to further similar
adjustments in the event that any of the events described in Section 10.03(a)(i) occur thereafter. 



        The Company may only make
such election if such public acquirer is a corporation organized under the laws of the United States, any State thereof or the
District Columbia and if the Company and such public acquirer execute a supplemental indenture whereby the public acquirer agrees
to comply with the obligations of the Company under the Securities and the Indenture applicable to such public acquirer or any
securities thereof that may be issuable upon conversion of the Securities. 



        Section
10.02.   Conversion Procedure; Conversion Rate; Fractional Shares.   Subject to Section 10.01
and the Company’s rights under Section 10.03, each Security shall be convertible at the office of the Conversion Agent into a
combination of cash and fully paid and nonassessable shares (calculated to the nearest 1/100th of a share) of Common Stock, if any
at a rate (the “Conversion 




60 










Rate”) equal to, initially,
[        ] shares of Common Stock for each $1,000 principal amount of Securities. The
Conversion Rate shall be adjusted in certain instances as provided in Section 10.04 hereof, but shall not be adjusted for any
accrued and unpaid Interest or Contingent Interest, if any. Upon conversion, no payment shall be made by the Company with respect
to any accrued and unpaid Interest, including Contingent Interest, if any. Instead, such amount shall be deemed paid by the
applicable Conversion Settlement Distribution delivered upon conversion of any Security. In addition, no payment or adjustment
shall be made in respect of dividends on the Common Stock with a record date prior to the Conversion Date. The Company shall not
issue any fraction of a share of Common Stock in connection with any conversion of Securities, but instead shall, subject to
Section 10.03 hereof, make a cash payment (calculated to the nearest cent) equal to such fraction multiplied by the Last Reported
Sale Price of the Common Stock on the Trading Day prior to the Conversion Date.




        (b)    Before
any Holder of a Security shall be entitled to convert the same into a combination of cash and Common Stock, if any, such Holder
shall (1) in the case of Global Securities, comply with the procedures of the Depositary in effect at that time for converting a
beneficial interest in a Global Security, and in the case of Certificated Securities, surrender such Securities, duly endorsed to
the Company or in blank, at the office of the Conversion Agent, and (2) give written notice to the Company in the form on the
reverse of such Certificated Security (the “Conversion Notice”) at said office or place that such Holder elects
to convert the same and shall state in writing therein the principal amount of Securities to be converted and the name or names
(with addresses) in which such Holder wishes the certificate or certificates for Common Stock included in the Conversion
Settlement Distribution, if any, to be registered. 



        Before any such conversion, a
Holder also shall pay all taxes or duties, if any, as provided in Section 10.06 and any amount payable pursuant to Section
10.02(g). 



        If more than one Security
shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock, if any, that shall
be deliverable upon conversion as part of the Conversion Settlement Distribution shall be computed on the basis of the aggregate
principal amount of the Securities (or specified portions thereof to the extent permitted thereby) so surrendered. 



        (c)    A
Security shall be deemed to have been converted as of the close of business on the date (the “Conversion Date”)
that the Holder has complied with Section 10.02(b). 



        (d)    The
Company shall, on the Conversion Settlement Date, (i) pay the cash component (including cash in lieu of any fraction of a share to
which such Holder would otherwise be entitled) of the Conversion Obligation determined pursuant to Section 10.03 to the Holder of
a Security surrendered for conversion, or 




61 










such Holder’s nominee or nominees, and (ii) issue, or cause to be
issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates for the
number of full shares of Common Stock, if any, to which such Holder shall be entitled as part of such Conversion Obligation. The
Company shall not be required to deliver certificates for shares of Common Stock while the stock transfer books for such stock or
the security register are duly closed for any purpose, but certificates for shares of Common Stock shall be issued and delivered
as soon as practicable after the opening of such books or security register, and the Person or Persons entitled to receive the
Common Stock as part of the applicable Conversion Settlement Distribution upon such conversion shall be treated for all purposes
as the record holder or holders of such Common Stock, as of the close of business on the applicable Conversion Settlement Date.




        (e)    In
case any Security shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and
deliver to or upon the written order of the Holder of the Security so surrendered, without charge to such Holder (subject to the
provisions of Section 10.06 hereof), a new Security or Securities in authorized denominations in an aggregate principal amount
equal to the unconverted portion of the surrendered Securities. 



        (f)    By
delivering the combination of cash and shares of Common Stock, if any, together with a cash payment in lieu of any fractional
shares to the Conversion Agent or to the Holder or such Holder’s nominee or nominees, the Company shall have satisfied in
full its Conversion Obligation with respect to such Security, and upon such delivery, accrued and unpaid Interest, if any, and
Contingent Interest, if any, with respect to such Security shall be deemed to be paid in full rather than canceled, extinguished
or forfeited, and such amounts shall no longer accrue. 



        (g)    If
a Securityholder delivers a Conversion Notice after the Interest Record Date for a payment of Interest (including Contingent
Interest, if any) but prior to the corresponding Interest Payment Date, such Securityholder must pay to the Company, at the time
such Securityholder surrenders Securities for conversion, an amount equal to the Interest (including Contingent Interest, if any),
that has accrued and shall be paid on the related Interest Payment Date. The preceding sentence shall not apply if (1) the Company
has specified a Redemption Date that is after an Interest Record Date but on or prior to the corresponding Interest Payment Date,
(2) the Company has specified a Fundamental Change Repurchase Date during such period referred to in clause (1) of this paragraph
or (3) to the extent of overdue Interest, if any overdue Interest exists at the time of conversion with respect to the Securities
converted. 



        Section
10.03.   Payment Upon Conversion.   Upon conversion of Securities, the Company shall deliver
to Holders surrendering Securities for conversion, for each $1,000 principal amount of Securities, a settlement amount





62 










(the “Conversion Settlement Distribution”) on the Conversion
Settlement Date consisting of: 



	  	        (i)    cash
amount (the “Cash Amount”) equal to the lesser of $1,000 and the Conversion Value; and 







	  	        (ii)    if
the Conversion Value exceeds $1,000, a number of shares of Common Stock (the “Net Shares”) equal to: 







	  	        (A)    the
difference between (x) the Conversion Value, and (y) $1,000, divided by 







	  	        (B)    the
“Twenty Day Average Closing Stock Price.” 








        The Company shall not issue
fractional shares of Common Stock upon conversion of the Securities. Instead, the Company shall pay the cash value of such
fractional shares based upon the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the
Conversion Date. 



        The “Conversion
Value” means the product of (1) the Conversion Rate in effect (plus any Additional Shares as described under Section
10.01(c)) and (2) the average of the Last Reported Sale Prices of the Common Stock for the Trading Days during the Cash Settlement
Period (such average, the “Twenty Day Average Closing Stock Price”). 



        The “Cash Settlement
Period” with respect to any Securities converted means the 20 consecutive Trading Days beginning on the second Trading
Day after the Conversion Date for those Securities. 



        (b)    If
a Holder tenders Securities for conversion and the Conversion Value is being determined at a time when the Securities are
convertible into Exchange Property, the Conversion Value of each Security shall be determined based on the kind and amount of such
Exchange Property and the value thereof during the Cash Settlement Period. Settlement of Securities tendered for conversion after
the effective date of any transaction giving rise to Exchange Property shall be as set forth above. For the purposes of this
Section, the Last Reported Sale Price of the Common Stock shall be deemed to equal the sum of (A) 100% of the value of any
Exchange Property consisting of cash received per share of Common Stock, (B) the Last Reported Sale Price of any Exchange Property
received per share of 




63 










Common Stock consisting of securities that are traded on a U.S. national
securities exchange or approved for quotation on NASDAQ and (3) the Fair Market Value of any other Exchange Property received per
share, as determined by three independent nationally recognized investment banks selected by the Company for this purpose.
Settlement (in cash and/or shares) will occur on the third Business Day following the final day of such Cash Settlement Period.




        Section
10.04.   Adjustment of Conversion Rate.   The Conversion Rate shall be adjusted from time to
time by the Company in accordance with this Section 10.04:  



        (a)    In
case the Company shall hereafter pay a dividend or make a distribution to all or substantially all holders of the 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
stockholders entitled to receive such dividend or other distribution by a fraction, 



	  	        (i)    the
numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding at the close of business on the date
fixed for such determination plus (B) the total number of shares of Common Stock constituting the dividend or 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. If any dividend or distribution of the type described in this Section
10.04 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. 



        (b)    In
case the Company shall issue rights, warrants or options (other than pursuant to any dividend reinvestment or share repurchase
plans) to all or substantially all holders of its outstanding shares of Common Stock entitling them (for a period expiring within
60 days after the date of such distribution) to subscribe for or purchase shares of Common Stock at a price per share less than
the Current Market Price on the date fixed for determination of stockholders entitled to receive such rights or warrants, the
Conversion Rate shall be adjusted 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 stockholders entitled to receive such rights or warrants by a fraction,




	  	        (i)    the
numerator of which shall be the sum of (A) the number of shares of Common Stock outstanding on the date fixed for
determination of stockholders entitled to receive such rights or warrants plus (B) the total 








64 











	  	number of additional shares of Common Stock offered for
subscription or purchase, and 






	  	        (ii)    the
denominator of which is the sum of (A) the number of shares of Common Stock outstanding on the date fixed for determination
of stockholders entitled to receive such rights or warrants plus (B) the total number of additional shares of Common Stock
that the aggregate offering price of the total number of shares of Common Stock offered for subscription or purchase would
purchase at the Current Market Price of the Common Stock on such date. 







        Such adjustment shall be
successively made whenever any such rights or warrants are issued, and shall become effective immediately after the opening of
business on the day following the date fixed for determination of stockholders entitled to receive such rights or warrants. To the
extent that shares of Common Stock are not delivered after the expiration of such rights or warrants, the Conversion Rate shall be
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 the event that
such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then
be in effect if such date fixed for the determination of stockholders entitled to receive such rights or warrants had not been
fixed. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common
Stock at less than such Current Market Price, and in determining the aggregate offering price of such shares of Common Stock,
there shall be taken into account any consideration received by the 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 Board of Directors.




        (c)    In
case outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate
in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be
proportionately increased, and conversely, in case outstanding shares of Common Stock shall be 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
combination becomes effective shall be proportionately reduced, 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. 





        (d)    In
case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any
class of Capital Stock of the Company or evidences of its indebtedness or assets (including securities, but excluding any rights,
options or warrants referred to in Section 10.04(b) and excluding any dividend or distribution (x) paid exclusively in cash
or 






65 










(y) referred to in Section 10.04(a)) (any of the foregoing hereinafter
in this Section 10.04(d) called the “Distributed Assets”), then, in each such case, the Conversion Rate shall be
increased so that the same shall be equal to the rate determined 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 per share of the Common Stock on such Record Date; and 







	  	        (ii)    the
denominator of which shall be the Current Market Price per share of the Common Stock less the Fair Market Value (as determined by
the Board of Directors and described in a resolution of the Board of Directors) on the Record Date of the portion of the
Distributed Assets so distributed 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, however, that in the event (1) the then Fair Market Value
(as so determined) of the portion of the Distributed Assets so distributed applicable to one share of Common Stock is equal to or
greater than the Current Market Price of the Common Stock on such Record Date or (2) the Current Market Price of Common Stock on
the Record Date exceeds the then Fair Market Value (as so determined) of the portion of the Distributed Assets so distributed
applicable to one share of Common Stock by less than $1.00, 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 Distributed Assets such Holder would have
received had such Holder converted each Security on the Record Date for such distribution. In the event that such dividend or
distribution is not so paid or made, the Conversion Rate shall 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 10.04(d) by reference to the actual or when issued trading market for any securities, it
must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common
Stock. 



        Rights or warrants
distributed by the Company to all holders of Common Stock entitling the Holders thereof to subscribe for or purchase shares of the
Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of
a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of Common Stock;
(ii) are not exercisable; and (iii) are also issued in respect of future issuances of Common Stock, shall be deemed not to have
been distributed for purposes of this Section 10.04 (and no adjustment to the Conversion Rate under this Section 10.04 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 




66 










under this Section 10.04. 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 10.04 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 10.04(d) in respect of rights or warrants distributed or deemed distributed
on any Trigger Event to the extent that such rights or warrants are actually distributed, or reserved by the Company for
distribution to Holders of Securities upon conversion by such Holders of Securities to Common Stock. 



        For purposes of this Section
10.04(d) and Section 10.04(a) and (b), any dividend or distribution to which this Section 10.04(d) is applicable that also
includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be
deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of capital stock other than
such shares of Common Stock or rights or warrants (and any Conversion Rate adjustment required by this Section 10.04(d) with
respect to such dividend or distribution shall then be made) immediately followed by (2) a dividend or distribution of such shares
of Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by Section 10.04(a) and (b) with
respect to such dividend or distribution shall then be made), except (A) the Record Date of such dividend or distribution shall be
substituted as “the date fixed for the determination of stockholders entitled to receive such dividend or other
distribution”, “the date fixed for the determination of stockholders entitled to receive such rights or warrants”
and “the date fixed for such determination” within the meaning of Section 10.04(a) and (b), and (B) any shares of Common
Stock 




67 










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 10.04(a).




        If any Distributed Assets
requiring any adjustment pursuant to this Section 10.04(d) consists of the Capital Stock, or similar equity interests in, a
Subsidiary or other business unit of the Company which are or in connection with such distribution will be listed or quoted for
trading on a U.S. national or regional securities exchange or NASDAQ, the Conversion Rate in effect immediately before the close
of business on the Record Date fixed for determination of shareholders entitled to receive the distribution shall instead be
increased by multiplying the Conversion Rate then in effect by a fraction, (A) the numerator of which is the sum of (1) the
average of the Last Reported Sale Prices of such distributed security for the 10 Trading Days commencing on and including the
fifth Trading Day after the Ex-Dividend Date on NASDAQ or such other national or regional exchange or market on which such
securities are then listed or quoted plus (2) the average of the Closing Prices of the Common Stock over the same Trading Day
period and (B) the denominator of which is such average of the Last Reported Sale Prices of the Common Stock for the 10 Trading
Days commencing on and including the fifth Trading Day after the Ex-Dividend Date on NASDAQ or such other national or regional
exchange or market on which the securities are then listed or quoted. 



        (e)    In
case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock cash (an
“Extraordinary Cash Dividend”) (excluding any dividend or distribution in connection with the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary), then, in such case, 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 Record Date for such Extraordinary Cash Dividend by a fraction, 



	  	        (i)    the
numerator of which shall be the Current Market Price of the Common Stock on such Record Date, and 







	  	        (ii)    the
denominator of which shall be such Current Market Price of the Common Stock minus the amount per share of such dividend or the
amount of cash so distributed applicable to one share of Common Stock, 







such adjustment to be effective immediately prior to the opening of business
on the day following such Record Date; provided, however, that in the event the portion of the cash so distributed
applicable to one share of Common Stock is equal to or greater than the Current Market Price of the Common Stock on such 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 cash such Holder would have received had such Holder converted each Security on such 




68 










Record Date. In the event that such dividend or distribution is not so paid
or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or
distribution had not been declared. 



        (f)    In
case a tender or exchange offer made by the Company or any Subsidiary for all or any portion of the Common Stock shall expire and
such tender or exchange offer (as amended upon the expiration thereof) shall require the payment to stockholders of consideration
per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be
conclusive and described in a resolution of the Board of Directors) that as of the last time (the “Expiration
Time”) tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended) exceeds the Last
Reported Sale Price of the Common Stock on the Trading Day next succeeding the Expiration Time, 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
Expiration Time by a fraction, 



	  	        (i)    the
numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable
to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares
validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum,
being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) at the Expiration Time and the Last Reported Sale Price of the Common Stock on the first
Trading Day after the Expiration Time, and 







	  	        (ii)    the
denominator of which shall be the product of the number of shares of Common Stock outstanding (including any Purchased Shares) at
the Expiration Time multiplied by the Last Reported Sale Price of the Common Stock on the first Trading Day after the Expiration
Time, 







such adjustment to become effective immediately prior to the opening of
business on the day following the Expiration Time. In the event that the Company is obligated to purchase shares pursuant to any
such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all
such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect
if such tender or exchange offer had not been made. 



        (g)    In
case of a tender or exchange offer made by a Person other than the Company or any Subsidiary for an amount that increases the
offeror’s ownership of Common Stock to more than 25% of the Common Stock outstanding and shall involve the payment by such
Person of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose 




69 










determination shall be conclusive, and described in a resolution of the Board
of Directors) that as of the last time (the “Offer Expiration Time”) tenders or exchanges may be made pursuant to
such tender or exchange offer (as it shall have been amended) exceeds the Last Reported Sale Price of the Common Stock on the
first Trading Day after the Offer Expiration Time, and in which, as of the Offer Expiration Time the Board of Directors is not
recommending rejection of the offer, the Conversion Rate shall be increased so that the same shall equal the rate determined by
multiplying the Conversion Rate in effect immediately prior to the Offer Expiration Time by a fraction 



	  	        (i)    the
numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration payable
to stockholders based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares
of Common Stock validly tendered or exchanged and not withdrawn as of the Offer Expiration Time (the shares deemed so accepted, up
to any such maximum, being referred to as the “Accepted Purchased Shares”) and (y) the product of the number of
shares of Common Stock outstanding (less any Accepted Purchased Shares) at the Offer Expiration Time and the Last Reported Sale
Price of the Common Stock on the first Trading Day after the Offer Expiration Time, and 







	  	        (ii)    the
denominator of which shall be the product of the number of shares of Common Stock outstanding (including any Accepted Purchase
Shares) at the Offer Expiration Time multiplied by the Last Reported Sale Price of the Common Stock on the first Trading Day after
the Offer Expiration Time, 







such adjustment to become effective immediately prior to the opening of
business on the day following the Offer Expiration Time. In the event that such Person is obligated to purchase shares pursuant to
any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or
all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in
effect if such tender or exchange offer had not been made. Notwithstanding the foregoing, the adjustment described in this Section
10.04(g) shall not be made if, as of the Offer Expiration Time, the offering documents with respect to such offer disclose a plan
or intention to cause the Company to engage in any transaction described in Section 10.05. 



        (h)    The
Company may make such increases in the Conversion Rate, in addition to those required by this Section 10.04, as the Board of
Directors considers to be advisable to avoid or diminish any U.S. federal income tax to holders of Common Stock resulting from any
stock distribution; provided, however, that such increase in the Conversion Rate shall not adversely affect the interests
of the Holders of Securities (after taking into account U.S. federal income tax and other consequences of such increase).





70 










        To the extent permitted by
applicable law and the listing requirements of the New York Stock Exchange or any national securities exchange on which the Common
Stock is then listed, 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 twenty 20 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
Securities a notice of the increase at least fifteen 15 days prior to the date the increased Conversion Rate takes effect,
and such notice shall state the increased Conversion Rate and the period during which it shall be in effect. 



        (i)    All
calculations under this Article 10 shall be made by the Company and shall be made to the nearest cent or to the nearest one-ten
thousandth of a share, as the case may be, with one half-cent and 0.005 of a share, respectively, being rounded upward.
Notwithstanding the foregoing, no adjustment need be made for: 



	  	        (i)    the
issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or
interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock
under any plan, 







	  	        (ii)    the
issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan or program of or assumed by the Company or any of its Subsidiaries, 







	  	        (iii)    the
issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Securities were first issued, 







	  	        (iv)    a
change in the par value of the Common Stock, or 







	  	        (v)    accrued
and unpaid Interest, including Contingent Interest, if any. 







        (j)    Whenever
the Conversion Rate is adjusted as herein provided, the Company shall promptly file with the Trustee and any Conversion Agent (if
other than the Trustee) an Officer’s 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 Officer’s 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 




71 










Conversion Rate setting forth the adjusted Conversion Rate and the date on
which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each
Security at his last address appearing on the Security register provided for in Section 2.03 of this Indenture, within 20 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 10.04 provides that an adjustment shall become effective immediately after (1) a record date or
Record Date for an event, (2) the date fixed for the determination of stockholders entitled to receive a dividend or distribution
pursuant to Section 10.04(a), (3) a date fixed for the determination of stockholders entitled to receive rights or warrants
pursuant to Section 10.04(b), (4) the effective date of any subdivision or combination of Common Stock, (5) the Expiration Time
for any tender or exchange offer pursuant to Section 10.04(f), or (6) the Offer Expiration Time for a tender offer or exchange
offer pursuant to Section 10.04(g) (each a “Determination Date”), the Company may elect to defer until the
occurrence of the relevant Adjustment Event (as hereinafter defined) (x) issuing to the Holder of any Security converted after
such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other
securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common
Stock issuable upon such conversion before giving effect to such adjustment and (y) paying to such Holder any amount in cash in
lieu of any fraction pursuant to Section 10.04(a). For purposes of this Section 10.04(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, 







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







	  	        (iv)    in
any case referred to in clause (4) hereof, the date of such subdivision or combination, and 







	  	        (v)    in
any case referred to in clause (5) or clause (6) 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 10.04, 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 





72 










dividend or make any distribution on shares of Common Stock held in the
treasury of the Company. 



        Section
10.05.   Effect of Reclassification, Consolidation, Merger or Sale.   (a)  If any
of the following events occur, namely (i) any reclassification or change of the outstanding shares of Common Stock (other than a
subdivision or combination to which Section 10.04(c) applies or a change in par value) as a result of which holders of Common
Stock shall be entitled to receive Exchange Property with respect to or in exchange for such Common Stock, (ii) any consolidation,
merger, binding share exchange or combination of the Company with another Person as a result of which holders of Common Stock
shall be entitled to receive Exchange Property with respect to or in exchange for such Common Stock, or (iii) any sale or
conveyance of all or substantially all the properties and assets of the Company to any other Person as a result of which holders
of Common Stock shall be entitled to receive Exchange Property 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 for the
conversion and settlement of the Securities as set forth in this Indenture. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 10. If, in
the case of any such reclassification, change, consolidation, merger, binding share exchange, combination, sale or conveyance, the
Exchange Property receivable thereupon by a holder of Common Stock includes shares of stock or other securities and assets of a
corporation other than the successor or purchasing corporation, as the case may be, in such reclassification, change,
consolidation, merger, binding share exchange, combination, sale or conveyance, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions to protect the interests of the Holders of the
Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing.  



        (b)    The
Conversion Obligation with respect to each $1,000 principal amount of Securities converted following the effective date of any
such transaction, shall be calculated (as provided in clause (c) below) based on the Exchange Property. In the event holders of
the Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Company shall
make adequate provision whereby the Holders of the Securities shall have a reasonable opportunity to determine the form of
consideration, consistent with the election rights and restrictions applicable to holders of Common Stock, into which all of the
Securities, treated as a single class, shall be convertible from and after the effective date of such transaction. Such
determination shall be made pursuant to Section 1.05 and shall be subject to any limitations to which all of the holders of the
Common Stock are subject, such as pro-rata reductions applicable to any portion of the consideration payable in such event and
shall be conducted in such a manner as to be completed by the date which is the earliest of (a) the deadline for 




73 










elections to be made by holders of the Common Stock in connection with such
transaction, and (b) two Trading Days prior to the anticipated effective date of such event. The Company shall provide notice of
the opportunity to determine the form of such consideration, as well as notice of the determination made by Holders of the
Securities by issuing a press release and providing a copy of such notice to the Trustee. The Company shall not become a party to
any such transaction unless its terms are consistent with the preceding. 



        (c)    The
Conversion Obligation in respect of any Securities converted following the effective date of any such transaction shall be
computed in the same manner as set forth in Section 10.03(a) except that (1) the Cash Settlement Period shall be the 10 Trading
Day period beginning on the second Trading Day after the Conversion Date (or, in the event the Conversion Date is on the Business
Day prior to the Stated Maturity, the 10 Trading Day period beginning on the second Trading Day after the Stated Maturity), and
(2) if the Securities become convertible into Exchange Property, the Last Reported Sale Price of the Common Stock shall be deemed
to equal the sum of (A) 100% of the value of any Exchange Property consisting of cash received per share of Common Stock, (B) the
Last Reported Sale Price of any Exchange Property received per share of Common Stock consisting of securities that are traded on a
U.S. national securities exchange or approved for quotation on NASDAQ and (3) the Fair Market Value of any other Exchange Property
received per share, as determined by three independent nationally recognized investment banks selected by the Company for this
purpose. Settlement (in cash and/or shares) shall occur on the third Business Day following the final day of such Cash Settlement
Period, provided, that any amount of the Conversion Settlement Distribution to be delivered in shares of Common Stock shall
be paid in Exchange Property rather than shares of Common Stock. If the Exchange Property includes more than one kind of property,
the amount of Exchange Property of each kind to be delivered shall be in the proportion that the value of the Exchange Property
(as calculated pursuant to Section 10.03) of such kind bears to the value of all such Exchange Property. If the foregoing
calculations would require the Company to deliver a fractional share or unit of Exchange Property to a Holder of Securities being
converted, the Company shall deliver cash in lieu of such fractional share or unit based on the value of the Exchange Property.




        (d)    The
Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder of Securities, at its
address appearing on the Security register provided for in Section 2.03 of this Indenture, within 20 days after execution thereof.
Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. 



        (e)    The
above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers,
statutory share exchanges, combinations, sales and conveyances. 





74 










        If this Section 10.05 applies
to any event or occurrence, Section 10.04 shall not apply. 



        Section
10.06.   Taxes on Shares Issued.   The issue of stock certificates on conversions of
Securities shall be made without charge to the converting Holder for any tax in respect of the issue thereof, except for
applicable withholding, if any. The Company shall not, however, be required to pay any tax or duty 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 Securities 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
10.07.   Reservation of Shares, Shares to Be Fully Paid; Compliance with Governmental
Requirements.   (a) The Company shall provide, free from preemptive rights, out of its authorized but
unissued shares or shares held in treasury, sufficient shares of Common Stock for the conversion of the Securities from time to
time as such Securities are presented for conversion.  



        (b)    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 upon conversion of the Securities,
the Company shall 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. 



        (c)    (i)  The
Company covenants that all shares of Common Stock which may be issued upon conversion of Securities shall 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. 



	  	        (ii)    The
Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Securities 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 shall in good faith and as expeditiously as possible, to the extent then permitted by the
rules and interpretations of the SEC (or any successor thereto), endeavor to secure such registration or approval, as the case may
be. 







        Section
10.08.   Responsibility of Trustee.   The Trustee and any other Conversion Agent shall not at
any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Rate or whether any facts
exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such
adjustment when made, or with respect 




75 










to the method employed, or herein or in any supplemental indenture provided
to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time
be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations
with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue,
transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of
any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company
contained in this Article 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall
be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into
pursuant to Section 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash)
receivable by Holders upon the conversion of their Securities after any event referred to in such Section 10.05 or to any
adjustment to be made with respect thereto, but, subject to the provisions of Section 7.01, may accept as conclusive evidence of
the correctness of any such provisions, and shall be protected in relying upon the Officer’s Certificate (which the Company
shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.




        Section
10.09.   Notice to Holders Prior to Certain Actions.   In case:  



	  	        (a)   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 10.04; or 







	  	        (b)    the
Company shall authorize the granting to the holders of 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 that would require an adjustment in the Conversion Rate pursuant to Section
10.04(b); or 







	  	        (c)    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, merger or statutory share exchange 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 







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







the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at his address appearing on the register provided for in Section 




76 










2.03 of this Indenture, as promptly as possible but in any event at least ten
(10) days prior to the applicable date hereinafter specified, a notice stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution of rights or warrants, or, if a record is not to be taken, the date as of which the
Holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (y) the date on
which such reclassification, consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or
winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of
record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification,
consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or winding up. Failure to give such
notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification,
consolidation, merger, or statutory share exchange, sale, transfer, dissolution, liquidation or winding up. 



        Section
10.10.   Shareholder Rights Plan.   To the extent that the Company has a rights plan in
effect upon conversion of the Securities into Common Stock, a Holder who converts securities shall receive, in addition to the
Common Stock, the rights under the rights plan, unless prior to any conversion, the rights have separated from the Common Stock,
in which case the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all Holders of
Common Stock, shares of the Company’s Capital Stock, evidences of indebtedness or assets as described in Section 10.04(d)
above, subject to readjustment in the event of the expiration, termination or redemption of such rights. In lieu of any such
adjustment, the Company may amend such applicable shareholder rights plan to provide that upon conversion of the Securities the
Holders shall receive, in addition to the Common Stock issuable upon such conversion, the rights which would have attached to such
Common Stock if the rights had not become separated from the Common Stock under such applicable shareholder rights agreement.
 



        Section
10.11.   Unconditional Right of Holders to Convert.   Notwithstanding any other provision in
this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to convert its Security in
accordance with this Article 10 and to bring an action for the enforcement of any such right to convert, and such rights shall not
be impaired or affected without the consent of such Holder.  




ARTICLE 11

CONTINGENT INTEREST 



        Section
11.01.   Contingent Interest.   (a)  The Company shall pay Contingent Interest with
respect to the Securities for any Contingent Interest Period if the average Trading Price of Securities for the five consecutive
Trading Days 





77 










immediately before the last Trading Day before the relevant Contingent
Interest Period equals or exceeds 120% of the principal amount of such Securities. 



        (b)    The
amount of Contingent Interest payable per $1,000 principal amount of Securities in respect of any Contingent Interest Period shall
equal 0.25% per annum calculated on the average Trading Price of $1,000 principal amount of Securities during the relevant
five Trading Day period used to determine whether Contingent Interest must be paid. 



        (c)    The
Company shall be responsible for calculating the amounts of Contingent Interest, if any, accrued on the Securities. The Company
shall make any such calculations using the Trading Price provided by the Bid Solicitation Agent. The Bid Solicitation Agent shall
be entitled in its sole discretion to consult with the Company and to request the assistance of the Company in connection with the
Bid Solicitation Agent’s duties pursuant to this Article 11, and the Company agrees, if requested by the Bid Solicitation
Agent, to cooperate with, and provide assistance to, the Trustee in carrying out its duties under this Article 11. 



        Section
11.02.   Payment of Contingent Interest.   Payments of Contingent Interest shall be made in
the same manner, at the same time, and subject to the same restrictions, including those restrictions in respect of accrued and
unpaid Interest on any Securities that are submitted for conversion, as payments of Interest. 



        Section
11.03.   Contingent Interest Notification.   By the first Business Day of a Contingent
Interest Period for which Contingent Interest shall be payable, the Company shall disseminate a press release containing this
information or publish the information on its Website or through such other public medium as it may use at that time. 






ARTICLE 12

MISCELLANEOUS 



        Section
12.01.   Trust Indenture Act Controls.   If any provision of this Indenture limits,
qualifies, or conflicts with another provision which is required to be included in this Indenture by the TIA, the required
provision shall control.  



        Section
12.02.   Notices.   Any request, demand, authorization, notice, waiver, consent or
communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission to the following facsimile
numbers:  




78 











        if to the Company: 



	  	St. Jude Medical, Inc.

One Lillehei Plaza

St. Paul, Minnesota 55117

Attn: General Counsel

Facsimile: (651) 483-2000  






        With a copy to: 



	  	Dorsey & Whitney LLP

50 South Sixth Street, Suite 1500

Minneapolis, Minnesota 55402

Attn: Gary L. Tygesson, Esq.

Facsimile: (612) 340-2868 






        if to the Trustee:




	  	U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

Attn: Corporate Trust Administration

Facsimile: (651) 495-8097 






        The Company or the Trustee by
notice given to the other in the manner provided above may designate additional or different addresses for subsequent notices or
communications. 



        Any notice or communication
given to a Securityholder shall be delivered to the Securityholder, in accordance with the procedures of the Registrar or by
first-class mail, postage prepaid, at the Securityholder’s address as it appears on the registration books of the Registrar
and shall be sufficiently given if so mailed within the time prescribed. 



        Failure to mail a notice or
communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a
notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee;
provided, however, that no notice to the Trustee shall be deemed to be duly given unless and until the Trustee
actually receives same at the address given above. 



        If the Company mails a notice
or communication to the Securityholders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Conversion Agent or
co-registrar. 



        Section
12.03.   Communication by Holders with Other Holders.   Securityholders may communicate
pursuant to TIA Section 312(b) with other 




79 










Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar, the Paying Agent, the Conversion Agent and anyone else shall have the
protection of TIA Section 312(c). 



        Section
12.04.   Certificate and Opinion as to Conditions Precedent.   Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:
 



	  	        (1)    an
Officer’s Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with; and 







	  	        (2)    an
Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 







        Section
12.05.   Statements Required in Certificate or Opinion.   Each Officer’s Certificate or
Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include: 




	  	        (1)    a
statement that each person making such Officer’s Certificate or Opinion of Counsel has read such covenant or condition;








	  	        (2)    a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such Officer’s Certificate or Opinion of Counsel are based; 







	  	        (3)    a
statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable such
person to express an informed opinion as to whether or not such covenant or condition has been complied with; and 







	  	        (4)    a
statement that, in the opinion of such person, such covenant or condition has been complied with. 







        Section
12.06.   Separability Clause.   In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby.  



        Section
12.07.   Rules by Trustee, Paying Agent, Conversion Agent and Registrar.   The Trustee may
make reasonable rules for action by or a meeting of Securityholders. The Registrar, the Conversion Agent and the Paying Agent may
make reasonable rules for their functions.  



        Section
12.08.   legal holidays.   A “legal holiday” is any day other than a Business Day.
If any specified date (including a date for giving notice) is a legal holiday, the action shall be taken on the next succeeding
day that is not a legal 




80 










holiday, and, if the action to be taken on such date is a payment in respect
of the Securities, no interest shall accrue with respect to such payment for the intervening period. 



        Section
12.09.   Governing Law.   THIS INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.  



        Section
12.10.   No Recourse Against Others.   A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company under the Securities or this Indenture or for any
claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the
Securities.  



        Section
12.11.   Successors.   All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.  



        Section
12.12.   Multiple Originals.   The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove
this Indenture.  


	 	ST. JUDE MEDICAL, INC.  
	 
	    	By:    	    

	 	 	Name:   

Title:      
	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, 
     as Trustee 
	 
	    	By:    	    

	 	 	Name:   

Title:      






81 










EXHIBIT A 


[FORM OF FACE OF GLOBAL SECURITY] 


        UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), 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.



        TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY TRUST COMPANY, OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 


        FOR PURPOSES OF SECTIONS
1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THIS SECURITY IS BEING ISSUED WITH
TAX ORIGINAL ISSUE DISCOUNT. THE ISSUE PRICE OF THIS SECURITY IS $1000 PER $1000 OF PRINCIPAL AMOUNT, AND THE ISSUE DATE OF THIS
SECURITY IS DECEMBER [    ], 2005. IN ADDITION, THIS SECURITY IS SUBJECT TO UNITED STATES FEDERAL INCOME TAX
REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE CODE, THE
COMPARABLE YIELD OF THIS SECURITY IS [    ]%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE YIELD TO
MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). 


        THE COMPANY AGREES TO PROVIDE
PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST, THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE DISCOUNT, ISSUE DATE,
YIELD TO MATURITY, COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT TO THE COMPANY AT THE
FOLLOWING ADDRESS: ST. JUDE MEDICAL, INC., ONE LILLEHEI PLAZA, ST. PAUL, MINNESOTA 55117, ATTENTION: CORPORATE SECRETARY. 





A-1 










ST. JUDE MEDICAL, INC.  



[    ]% Convertible Senior Debentures Due 2035 



CUSIP: 



ISSUE DATE: December [    ], 2005
           Principal Amount: $[600],000,000No. 



        ST. JUNE MEDICAL, INC., a
Minnesota corporation, promises to pay to Cede & Co. or registered assigns, the principal amount of [Six] Hundred Million
Dollars, on December 15, 2035. 



        Interest
Rate: [    ]% per year. 



        Interest
Payment Dates: June 15 and December 15 of each year, commencing June 15, 2006. 



        Interest Record
Date: June 1 and December 1 of each year. 



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
















A-2 










        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 


	Dated:   _________________, 2005 	ST. JUDE MEDICAL, INC.
	 
	    	By:    	    

	 	 	Name:   
Title:      






TRUSTEE’S CERTIFICATE OF AUTHENTICATION 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one

of the Securities referred to in the

within-mentioned Indenture. 


	By    	    
	    
	 	Authorized Officer 
	 
	Dated:    	_________________, 2005 	    



















A-3 










[FORM OF REVERSE OF GLOBAL SECURITY] 



[    ]% Convertible Senior Debentures Due 2035 



        This Security is one of a
duly authorized issue of [    ]% Convertible Senior Debentures Due 2035 (the “Securities”) of
St. Jude Medical, Inc., a Minnesota corporation (including any successor corporation under the Indenture hereinafter referred to,
the “Company”), issued under an Indenture, dated as of December [    ], 2005 (the
“Indenture”), between the Company and U.S. Bank National Association, as trustee (the
“Trustee”). The terms of the Security include those stated in the Indenture, those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (“TIA”), and those set forth in this Security. This
Security 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 permitted by applicable law, in the event of any inconsistency between the terms of this Security and the terms of the
Indenture, the terms of the Indenture shall control. Capitalized terms used but not defined herein have the meanings assigned to
them in the Indenture unless otherwise indicated. 



1.    Interest. 



        The Securities shall bear
interest on the principal amount thereof at a rate of [    ]% per year. The Company shall pay Contingent
Interest, if any, as set forth in the Indenture and in Section 3 hereof. 



        Interest shall be payable
semi-annually in arrears on each Interest Payment Date to Holders at the close of business on the preceding Interest Record Date.
Interest shall be computed on the basis of a 360-day year comprised of twelve 30 day months. 



        The Company shall pay
Interest to the Securityholder of record on the Interest Record Date even if the Company elects to redeem, or Securityholders
elect to require the Company to repurchase, the Securities on a date that is after an Interest Record Date but on or prior to the
corresponding Interest Payment Date. In that instance, the Company shall pay accrued and unpaid Interest on the Securities being
redeemed to, but not including, the Redemption Date, the Repurchase Date or the Fundamental Change Repurchase Date, as the case
may be, to the Securityholder of record on the Interest Record Date. 



        If the principal amount of
any Security, or any accrued and unpaid Interest or Contingent Interest, if any, are not paid when due (whether upon acceleration
pursuant to Section 6.02 of the Indenture, upon the date set for payment of the Redemption Price pursuant to Section 5 hereof,
upon the date set for payment of the Repurchase Price or Fundamental Change Repurchase Price pursuant to Section 6 hereof, upon
the Stated Maturity of the Securities or upon the Interest Payment Dates), then in each such case the overdue amount shall, to the
extent 




A-4 










permitted by law, bear cash interest at the rate of
[    ]% per annum, compounded semi-annually, which interest shall accrue from the date such overdue amount was
originally due to the date payment of such amount, including interest thereon, has been made or duly provided for. All such
interest shall be payable in cash on demand but if not so demanded shall be paid quarterly to the Holders on the last day of each
quarter. 



2.    Method of Payment. 



        Except as provided below, the
Company shall pay Interest, including Contingent Interest, if any, on (i) Global Securities, to DTC in immediately available
funds, (ii) any Certificated Security having an aggregate principal amount of $2,000,000 or less, by check mailed to the Holder of
such Security and (iii) any Certificated Security having an aggregate principal amount of more than $2,000,000, by wire transfer
in immediately available funds if requested by the Holder of any such Security as least five business days prior to the relevant
Interest Payment Date. 



        At Stated Maturity, the
Company shall pay Interest on Certificated Securities at the Company’s office or agency maintained for that purpose, which
initially shall be the office or agency of the Trustee located at [    ]. 



        Subject to the terms and
conditions of the Indenture, the Company shall make payments in cash in respect of Redemption Prices, Repurchase Prices,
Fundamental Change Repurchase Prices and at Stated Maturity to Holders who surrender Securities to a Paying Agent to collect such
payments in respect of the Securities. The Company shall pay cash amounts in money of the United States that at the time of
payment is legal tender for payment of public and private debts. However, the Company may make such cash payments by check payable
in such money. 



3.    Contingent Interest.  



        The Company shall pay
Contingent Interest under the circumstances and in the amounts described in Article 11 of the Indenture. Such Contingent Interest,
if any, shall be payable in the same manner, at the same time, and subject to the same restrictions, including those restrictions
in respect of accrued and unpaid Interest on any Securities that are submitted for conversion, as payments of Interest.




4.    Indenture. 



        The Securities are general
unsecured obligations of the Company limited to $[660],000,000 aggregate principal amount. The Indenture does not limit other
indebtedness of the Company, secured or unsecured. 





A-5 









5.    Redemption at the Option of the Company. 



        No sinking fund is provided
for the Securities. The Securities are redeemable for cash at the option of the Company, in whole or in part, at any time or from
time to time on or after December 15, 2006 upon not less than 30 nor more than 60 days’ notice by mail for a redemption price
(the “Redemption Price”) equal to 100% of the principal amount of those Securities plus accrued and unpaid
Interest and accrued and unpaid Contingent Interest, if any, on those Securities up to, but not including, the Redemption Date.




        In no event shall any
Security be redeemable before December 15, 2006. 



6.    Purchase By the Company at the Option of the
Holder. 



        Subject to the terms and
conditions of the Indenture, the Company shall become obligated to repurchase, at the option of the Holder, all or any portion of
the Securities held by such Holder on December 15, 2006, December 15, 2008, December 15, 2010, December 15, 2015, December 15,
2020, December 15, 2025 and December 15, 2030 in integral multiples of $1,000 at a Repurchase Price equal to 100% of the principal
amount of those Securities plus accrued and unpaid Interest and accrued and unpaid Contingent Interest, if any, on those
Securities up to, but not including, the Repurchase Date. To exercise such right, a Holder shall deliver to the Paying Agent a
Repurchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that
is 20 Business Days prior to such Repurchase Date until the close of business on the Repurchase Date, and shall deliver the
Securities to the Paying Agent as set forth in the Indenture. 



        At the option of the Holder
and subject to the terms and conditions of the Indenture, the Company shall become obligated to repurchase the Securities held by
such Holder after the occurrence of a Fundamental Change for a Fundamental Change Repurchase Price equal to 100% of the principal
amount of those Securities plus accrued and unpaid Interest and accrued and unpaid Contingent Interest, if any, on those
Securities up to, but not including, the Fundamental Change Repurchase Date. To exercise such right, a Holder shall deliver to the
Paying Agent a Fundamental Change Repurchase Notice containing the information set forth in the Indenture at any time on or prior
to the close of business on the Fundamental Change Repurchase Date and shall deliver the Securities to the Paying Agent as set
forth in the Indenture. 



        Holders have the right to
withdraw any Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a
written notice of withdrawal in accordance with the provisions of the Indenture. 



        If cash sufficient to pay the
Repurchase Price or Fundamental Change Repurchase Price, as the case may be, of all Securities or portions thereof to be 




A-6 









purchased as of the Repurchase Date or the Fundamental Change Repurchase
Date, as the case may be, is deposited with the Paying Agent prior to or on the Repurchase Date or the Fundamental Change
Repurchase Date, as the case may be, Interest and Contingent Interest, if any, shall cease to accrue on such Securities (or
portions thereof) on and following such Repurchase Date or Fundamental Change Repurchase Date, and the Holder thereof shall have
no other rights as such other than the right to receive the Repurchase Price or Fundamental Change Repurchase Price upon surrender
of such Security. 



7.    Notice of Redemption. 



        Notice of redemption pursuant
to Section 5 of this Security shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder
of Securities to be redeemed at the Holder’s registered address. If money sufficient to pay the Redemption Price of all
Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent prior to or on the
Redemption Date, Interest and Contingent Interest, if any, shall cease to accrue on such Securities or portions thereof on and
following such Redemption Date, and the Holder thereof shall have no other rights as such other than the right to receive the
Redemption Price upon surrender of such Security. Securities in denominations larger than $1,000 principal amount may be redeemed
in part but only in integral multiples of $1,000 of principal amount. 



8.    Conversion. 



        Subject to the occurrence of
certain events and in compliance with the provisions of the Indenture (including, without limitation, the conditions to conversion
of this Security set forth in Section 10.01 thereof), a Holder is entitled, at such Holder’s option, to convert the
Holder’s Security (or any portion of the principal amount thereof that is $1,000 or an integral multiple of $1,000), into
cash or a combination of cash and fully paid and nonassessable shares of Common Stock at the Conversion Rate in effect at the time
of conversion. 



        The Company shall notify
Holders of any event triggering the right to convert the Securities as specified in the Indenture. 



        A Security in respect of
which a Holder has delivered a Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, exercising the
option of such Holder to require the Company to purchase such Security, may be converted only if such Repurchase Notice or
Fundamental Change Repurchase Notice, as the case may be, is withdrawn in accordance with the terms of the Indenture. 



        The initial Conversion Rate
is [    ] shares of Common Stock per $1,000 principal amount, subject to adjustment in certain events
described in the Indenture. The Conversion Rate shall not be adjusted for any accrued and unpaid Interest or accrued and unpaid
Contingent Interest, if any. Upon conversion, no 





A-7 









payment shall be made by the Company with respect to accrued and unpaid
Interest and accrued and unpaid Contingent Interest, if any. Instead, such amount shall be deemed paid by the cash and shares of
Common Stock, if any, delivered upon conversion of any Security. In addition, no payment or adjustment shall be made in respect of
dividends on the Common Stock, except as set forth in the Indenture. 



        In addition, following
certain corporate transactions as set forth in Section 10.01(b) of the Indenture that occur prior to December 15, 2006 and that
also constitute a Change of Control, a Holder who elects to convert its Securities in connection with such corporate transaction
shall be entitled to receive Additional Shares of Common Stock upon conversion. Notwithstanding the previous sentence, in the case
of a Public Acquirer Change of Control, the Company may, in lieu of increasing the Conversion Rate by Additional Shares, elect to
adjust the Conversion Rate and Conversion Obligation such that from and after the effective date of such Public Acquirer Change of
Control, Holders of the Securities shall be entitled to convert their Securities into a number of shares of Public Acquirer Common
Stock, as determined pursuant to Section 10.01(d) of the Indenture. 



        To surrender a Security for
conversion, a Holder must (1) complete and manually sign the Conversion Notice attached hereto (or complete and manually sign a
facsimile of such notice) and deliver such notice to the Conversion Agent, (2) surrender the Security to the Conversion Agent, (3)
if required, furnish appropriate endorsements and transfer documents, (4) if required by Section 10.02(g) of the Indenture, pay
Interest and Contingent Interest and (5) pay any transfer or similar tax, if required. 



        No fractional shares of
Common Stock shall be issued upon conversion of any Security. Instead of any fractional share of Common Stock that would otherwise
be issued upon conversion of such Security, the Company shall pay a cash adjustment as provided in the Indenture. 



        If the Company engages in any
reclassification of the Common Stock (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 is party to a consolidation, merger, binding share
exchange or transfer of all or substantially all of its assets, and as a result of any such event the Holders of Common Stock
would be entitled to receive Exchange Property for their Common Stock, upon conversion of the Securities after the effective date
of such event, the Conversion Obligation and the Conversion Settlement Distribution shall be based on the applicable Conversion
Rate and the Exchange Property, in each case in accordance with the Indenture. 



9.     Paying Agent, Conversion Agent and Registrar.  



        Initially, the Trustee shall
act as Paying Agent, Conversion Agent and Registrar. The Company may appoint and change any Paying Agent, Conversion 




A-8 









Agent or Registrar without notice, other than notice to the Trustee. The
Company or any of its Subsidiaries or any of their Affiliates may act as Paying Agent, Conversion Agent or Registrar. 



10.    Denominations; Transfer; Exchange. 



        The Securities are in fully
registered form, without coupons, in denominations of $1,000 of principal amount and integral multiples of $1,000. A Holder may
transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the
Indenture. The Registrar need not transfer or exchange any Securities selected for redemption (except, in the case of a Security
to be redeemed in part, the portion of the Security not to be redeemed) for a period of 15 days before the mailing of a notice of
redemption of Securities to be redeemed or any Securities in respect of which a Repurchase Notice or Fundamental Change Repurchase
Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security
not to be purchased). 



11.    Persons Deemed Owners. 



        The registered Holder of this
Security may be treated as the owner of this Security for all purposes. 



12.    Unclaimed Money or Securities. 



        The Trustee and the Paying
Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with
respect to the Securities that remains unclaimed for two years, subject to applicable abandoned property law. After return to the
Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person. 



13.     Amendment; Waiver.  



        Subject to certain exceptions
set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least
a majority in aggregate principal amount of the outstanding Securities and (ii) certain Events of Defaults may be waived with the
written consent of the Holders of a majority in aggregate principal amount of the outstanding Securities. Subject to certain
exceptions set forth in the Indenture, without the consent of any Securityholder, the Company and the Trustee may amend the
Indenture or the Securities (i) to add guarantees with respect to the Securities, (ii) to remove any guarantee added to
the Securities pursuant to clause (i), unless such guarantee is required pursuant to Section 5.01(a) of the Indenture, (iii)
to conform as necessary, the Indenture and this Security to the “Description of the Debentures” 




A-9 









as set forth in the Prospectus, (iv) to add to the covenants of the Company
for the benefit of the Holders of Securities, (v) to surrender any right or power conferred upon the Company in the Indenture,
(vi) to provide for conversion rights of Holders of Securities if any reclassification or change of the Company’s Common
Stock or any consolidation, merger or sale of all or substantially all of the Company’s assets occurs, (vii) to provide for
the assumption by a successor Person (and the public acquirer, if applicable) of the Company’s obligations to the Holders of
Securities in the case of a merger, consolidation, conveyance, transfer, sale, lease or other disposition as provided under the
Indenture, (viii) to provide for uncertificated Securities in addition to or in place of Certificated Securities; provided,
however, that uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code, or in a
manner such that uncertificated Securities are described in Section 163(f)(2)(B) of the Code, (ix) to change the Conversion Rate
in accordance with the Indenture; provided, however, that any increase in the Conversion Rate other than pursuant to
Article 10 shall not adversely affect the interests of the Holders of Securities (after taking into account U.S. federal income
tax and other consequences of such increase), (x) to comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, (xi) to cure any ambiguity or to correct or supplement any provision in the
Indenture which may be inconsistent with any other provision in the Indenture or which is otherwise defective; provided,
however, that any such change or modification 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 the Holders of Securities in any material
respect, (xii) to add or modify any other provisions of the Indenture with respect to matters or questions arising under the
Indenture which the Company and the Trustee may deem necessary or desirable and which, in the good faith opinion of the Board of
Directors of the Company (as evidenced by a Board Resolution) and the Trustee, shall not adversely affect the interests of the
Holders of Securities in any material respect, (xiii) to establish the form of Securities if issued in definitive form and (xiv)
to evidence and provide for the acceptance of the appointment under the Indenture of a successor Trustee. 



14.    Defaults and Remedies. 



        If any Event of Default with
respect to Securities shall occur and be continuing, the principal amount of the Securities and any accrued and unpaid Interest
and accrued and unpaid Contingent Interest, if any, on all the Securities may be declared due and payable in the manner and with
the effect provided in the Indenture. 



15.    Trustee Dealings with the Company. 



        Subject to certain
limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Securities and may otherwise deal with and collect obligations owed to 




A-10 









it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee. 



16.    Calculations in Respect of Securities. 



        The Company or its agents
shall be responsible for making all calculations called for under the Securities including, but not limited to, determination of
the market prices for the Securities and of the Common Stock and the amount of Contingent Interest, if any, accrued on the
Securities. Any calculations made in good faith and without manifest error shall be final and binding on Holders of the
Securities. The Company or its agents shall be required to deliver to the Trustee a schedule of its calculations and the Trustee
shall be entitled to conclusively rely upon the accuracy of such calculations without independent verification. 



17.    U.S. Federal Income Tax Treatment. 



        For purposes of Sections
1272, 1273 and 1275 of the Code, this Security is being issued with Tax Original Issue Discount and the issue date of this
Security is December [    ], 2005. In addition, this Security is subject to the Treasury regulations governing
contingent payment debt instruments. For purposes of Sections 1272, 1273 and 1275 of the Code, the comparable yield of this
Security is [    ]%, compounded semi-annually (which shall be treated as the yield to maturity for U.S.
federal income tax purposes). 



        The Company and each Holder,
by acquiring a beneficial interest in a Security, agree (i) to treat the Security as indebtedness for U.S. federal income tax
purposes that is subject to the Treasury regulations governing contingent payment debt instruments (the “contingent debt
regulations”), (ii) that each Holder shall be bound by the Company’s application of the contingent debt regulations to
the Security, including the Company’s determination of the “comparable yield” and “projected payment
schedule” within the meaning of the contingent debt regulations, (iii) to treat the cash and the fair market value of any Common Stock received upon the conversion of the
Security as a contingent payment for purposes of the contingent debt regulations, (iv) to accrue interest with respect to the outstanding Security as Tax Original Issue Discount according to the “noncontingent bond method”
set forth in the contingent debt regulations, using the comparable yield of [      ]% compounded semi-annually and (v) that the Company and each Holder will not take any
position on any U.S. federal income tax return that is inconsistent with (i), (ii), (iii) or (iv), unless required by applicable law. The
Company agrees to provide promptly to the Holder of this Security, upon written request, the issue price, amount of Tax Original
Issue Discount, issue date, yield to maturity, comparable yield and projected payment schedule. Any such written request should be
sent to the Company at the following address: St. Jude Medical, Inc., One Lillehei Plaza, St. Paul, Minnesota 55117, Attention:
Corporate Secretary. 



18.    No Recourse Against Others. 



        A director, officer, employee
or shareholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a
Security, each Securityholder 




A-11 









waives and releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities. 



19.    Authentication.  



        This Security shall not be
valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other
side of this Security. 



20.    Abbreviations.  



        Customary abbreviations may
be used in the name of a Securityholder 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 Gift to Minors Act). 



21.    Governing Law. 



        THE LAWS OF THE STATE OF NEW
YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF. 



22.    Copy of Indenture. 



        The Company shall furnish to
any Securityholder upon written request and without charge a copy of the Indenture which has in it the text of this Security in
larger type. Requests may be made to: 



	  	St. Jude Medical, Inc.

One Lillehei Plaza

St. Paul, Minnesota 55117

Attn: General Counsel

Facsimile No.: 651-481-7690 

















A-12 












	ASSIGNMENT FORM


	 	CONVERSION NOTICE



	
		




	To assign this Security, fill in the form below:


	 	To convert this Security, check the box  o 

 

	
		






	I or we assign and transfer this Security to




(Insert assignee's soc. sec. or tax ID no.)










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



and irrevocably appoint




____________________ agent to transfer this
Security on the books of the Company.  The
agent may substitute another to act for him.
	 	
 To convert only part of this Security,
 state the principal amount to be converted
 (which must be $1,000 or an integral
 multiple of $1,000):



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







(Insert the other person's soc. sec. tax ID no.)

















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










Date:  __________ Your Signature: ______________________________________________________


_________________________________________________________________________________

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



Signature Guaranteed 



________________________________ 



Participant in a
Recognized Signature 



Guarantee Medallion
Program 



By:__________________________________

        Authorized Signatory 





A-13 









SCHEDULE OF INCREASES
AND DECREASESOF 
GLOBAL SECURITY 





	Initial Principal Amount of Global
Security: [Six] Hundred Million Dollars ($[600],000,000). 
	

	Date	Amount of
Increase in
Prinicpal Amount 
of Global Security	Amount of
Decrease in
Principal Amount
of Global Security	Principal Amount 
of Global Security
After Increase
or Decrease	Notation by Registrar or Security Custodian
	

	 
	

	 
	

	 
	

	 
	

	 
	



























A-13 











EXHIBIT B 





[FORM OF FACE OF CERTIFICATED SECURITY] 





        FOR
PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE “CODE”), THIS SECURITY IS BEING ISSUED WITH TAX ORIGINAL ISSUE DISCOUNT.
THE ISSUE PRICE OF THIS SECURITY IS $1000 PER $1000 OF PRINCIPAL AMOUNT, AND THE ISSUE
DATE OF THIS SECURITY IS DECEMBER [    ], 2005. IN ADDITION, THIS SECURITY IS SUBJECT TO
UNITED STATES FEDERAL INCOME TAX REGULATIONS GOVERNING CONTINGENT PAYMENT DEBT
INSTRUMENTS. FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE CODE, THE COMPARABLE
YIELD OF THIS SECURITY IS [    ]%, COMPOUNDED SEMI-ANNUALLY (WHICH WILL BE TREATED AS THE
YIELD TO MATURITY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES). 



        THE
COMPANY AGREES TO PROVIDE PROMPTLY TO THE HOLDER OF THIS SECURITY, UPON WRITTEN REQUEST,
THE ISSUE PRICE, AMOUNT OF TAX ORIGINAL ISSUE DISCOUNT, ISSUE DATE, YIELD TO MATURITY,
COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE. ANY SUCH WRITTEN REQUEST SHOULD BE SENT
TO THE COMPANY AT THE FOLLOWING ADDRESS: ST. JUDE MEDICAL, INC., ONE LILLEHEI PLAZA, ST.
PAUL, MINNESOTA 55117, ATTENTION: CORPORATE SECRETARY. 

























B-1 











     ST. JUDE MEDICAL, INC. 





[    ]% Convertible Senior
Debentures Due 2035 



CUSIP:

ISSUE DATE: December [      ], 2005                 Principal Amount: $ [      ]

No.



             ST.
          JUDE MEDICAL, INC., a Minnesota corporation, promises to pay to __________ or
          registered assigns, the principal amount of _____________________, on December 15, 2035. 



         Interest
Rate: [      ]% per year. 



         Interest
Payment Dates: December 15 and June 15 of each year, commencing June 15, 2006. 



         Interest Record
Date: December 1 and June 1 of each year. 



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

























B-2 










         IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 




	Dated: _____________________	ST. JUDE MEDICAL, INC.

	 	

By: __________________________
	 	

Title: _________________________





TRUSTEE’S
CERTIFICATE OF AUTHENTICATION 




     __________________________,

U.S. Bank National Association 

as Trustee, certifies that this is one 

of the Securities referred to in the 

within-mentioned Indenture. 






By__________________________________

           Authorized Signatory 



Dated: _______________________________
























B-3 












[FORM OF REVERSE OF CERTIFICATED SECURITY IS IDENTICAL TO EXHIBIT A] 






























B-4 










EXHIBIT C 



ST. JUDE MEDICAL, INC.

NOTICE OF REDEMPTION 



[DATE] 



To the Holders of the [    ]%
Convertible Senior Debentures Due 2035 issued by St. Jude Medical, Inc.: 



        St. Jude Medical, Inc. (the
“Issuer”) by this written notice hereby exercises, pursuant to Section 3.01 of that certain Indenture (the
“Indenture”), dated as of December [    ], 2005, between the Issuer and U.S. Bank National
Association, its right to redeem $[_________] of its [    ]% Convertible Senior Debentures Due 2035 (the
“Securities”). All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
such terms in the Indenture. 



1.    Redemption Date: [_______ _, ____] 



2.    Redemption Price: $[______] 



3.    Conversion Rate: Each $1,000 principal amount of
the Securities is convertible at your option into cash and common stock, if any, at a rate of [insert number of shares] shares of
the Issuer’s common stock, $0.10 par value (the “Common Stock”), subject to adjustment, during the period described
below. 



4.    Paying Agent and Conversion Agent: [NAME] [ADDRESS] 



5.    The Securities called for redemption may be
converted at your option at any time from the date of this Notice of Redemption until 5:00 p.m. on the Business Day immediately
prior to the Redemption Date set forth above. 



6.    The Securities called for redemption and not
converted at your election prior to 5:00 p.m. on the Business Day immediately prior to Redemption Date set forth above shall be
redeemed on the Redemption Date. 



7.    If you elect to convert your Securities, you must
satisfy the requirements for conversion set forth in your Securities. 



8.    Your Securities called for redemption must be
surrendered by you (by effecting book entry transfer of the Securities or delivering Certificated Securities, together with
necessary endorsements, as the case may be) to [Name of Paying Agent] at [insert address] in order for you to collect the
Redemption Price. 





C-1 









9.    [The Securities bearing the following Certificate
Number(s) in the principal amount set forth below opposite such Certificate Number(s) are being redeemed: 



        Certificate Number(s)
                      Principal Amount] 



10.    Unless the Issuer defaults in making the payment
of the Redemption Price owed to you, Interest and Contingent Interest, if any, on your Securities called for redemption shall
cease to accrue on and after the Redemption Date. 



11.    Cusip Number: [            ] 



ST. JUDE MEDICAL, INC. 














C-2 










EXHIBIT D 


ST. JUDE MEDICAL, INC.

NOTICE OF REPURCHASE 



[DATE] 



To the Beneficial Owners of the [    ]% Convertible
Senior Debentures Due 2035 (the “Securities”) issued by St. Jude Medical, Inc.: 



        St. Jude Medical, Inc. (the
“Issuer”) by this written notice hereby notifies you, pursuant to Section 3.07 of that certain Indenture (the
“Indenture”), dated as of December [    ], 2005, between the Issuer and U.S. Bank National
Association, that you may request the Issuer to repurchase your Securities by delivery of a Repurchase Notice. Included herewith
is the form of Repurchase Notice to be completed by you if you wish to have your Securities repurchased by the Issuer. All
capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.




1.     Repurchase Date:
[        ] 



2.     Repurchase Price:
[        ] 



3.     Conversion Rate: To the extent described in Item 5
below, each $1,000 principal amount of the Securities is convertible into [insert number of shares] shares of the Issuer’s
common stock, no par value (the “Common Stock”), subject to adjustment. 



4.     Paying Agent and Conversion Agent: [NAME]
[ADDRESS] 



5.    The Securities as to which you have delivered a
Repurchase Notice to the Paying Agent may be converted if they are otherwise convertible pursuant to Article 10 of the Indenture
and the terms of the Securities only if you withdraw such Repurchase Notice pursuant to the terms of the Indenture. You may be
entitled to have your Securities converted into cash or a combination of cash and shares of the Issuer’s common
stock, if any: 



	 	(i)   during any fiscal quarter
commencing after December 31, 2005 (and only during such quarter, if the last reported sale price (as defined in the Indenture) of
the Issuer’s common stock for at least 20 trading days in the 30 trading-day period ending on the last trading day of the
preceding fiscal quarter was more than 130% of the conversion price (as defined in the Indenture) on such trading day;








D-1 









	 	(ii)   during the five business days
immediately after any five consecutive trading-day period in which the trading price (as defined in the Indenture) per $1,000
principal amount of the Securities for each day of that period was less than 98% of the product of the closing price of the Common
Stock and the conversion rate (as defined in the Indenture) of the Securities on each such day; provided, however, that you may
not convert the Securities in reliance on this provision after December 15, 2030 if on any trading day during such five
consecutive trading-day period the closing price of the Common Stock was between 100% and 130% of the conversion price of
the Securities; 






	 	(iii)   if the Issuer has called the Securities for redemption; 






	 	(iv)   on or after December 15, 2034; or 






	 	(v)   upon the occurrence of certain specified corporate transactions described in
the Indenture. 






6.     The Securities as to which you have delivered a
Repurchase Notice must be surrendered by you (by effecting book entry transfer of the Securities or delivering Certificated
Securities, together with necessary endorsements, as the case may be) to [Name of Paying Agent] at [insert address] in order for
you to collect the Repurchase Price. 



7.     The Repurchase Price for the Securities as to
which you have delivered a Repurchase Notice and not withdrawn such Repurchase Notice shall be paid promptly following the later
of the business day immediately following such Repurchase Date and the date you deliver such Securities to [Name of Paying Agent].




8.     In order to exercise your option to have the
Issuer repurchase your Securities, you must deliver the Repurchase Notice, duly completed by you with the information required by
such Repurchase Notice (as specified in Section 3.07 of the Indenture) and deliver such Repurchase Notice to the Paying Agent at
any time from 9:00 a.m. on [insert day that is 20 Business Days prior to Repurchase Date] until 5:00 p.m. on the [insert day that
is the Repurchase Date]. 



9.     In order to withdraw any Repurchase Notice
previously delivered by you to the Paying Agent, you must deliver to the Paying Agent, by 5:00 p.m. on [insert day that is the
Repurchase Date], a written notice of withdrawal specifying (i) the certificate number, if any, of the Securities in respect of
which such notice of withdrawal is being submitted, (ii) the principal amount of the Securities in respect of which such notice of
withdrawal is being submitted, and (iii) if you are not withdrawing your Repurchase Notice for all of your Securities, the
principal amount of the Securities which still remain subject to the original Repurchase Notice. 




D-2 










10.     Unless the Issuer defaults in making the payment
of the Repurchase Price owed to you, Interest and Contingent Interest, if any, on your Securities as to which you have delivered a
Repurchase Notice shall cease to accrue on and after the Repurchase Date. 



11.     Cusip Number: [        ] 



ST. JUDE MEDICAL, INC. 




























D-3 












EXHIBIT E 



ST. JUDE MEDICAL, INC.

NOTICE OF OCCURRENCE

OF FUNDAMENTAL CHANGE 



[DATE] 



To the Holders of the [    ]% Convertible Senior
Debentures Due 2035 (the “Securities”) issued by St. Jude Medical, Inc.: 



        St. Jude Medical, Inc. (the
“Issuer”) by this written notice hereby notifies you, pursuant to Section 3.08 of that certain Indenture (the
“Indenture”), dated as of December [    ], 2005, between the Issuer and U.S. Bank National
Association, that a Fundamental Change (as such term and other capitalized terms used herein and not otherwise defined herein is
defined in the Indenture) as described below has occurred. Included herewith is the form of Fundamental Change Repurchase Notice
to be completed by you if you wish to have your Securities repurchased by the Issuer. 



1.     Fundamental Change: [Insert brief description of
the Fundamental Change and the date of the occurrence thereof]. 



2.     Date by which Fundamental Change Repurchase Notice
must be delivered by you to Paying Agent in order to have your Securities repurchased: 



3.     Fundamental Change Repurchase Date: 



4.     Fundamental Change Repurchase Price: 



5.     Paying Agent and Conversion Agent: [NAME]
[ADDRESS] 



6.     Conversion Rate: To the extent described in Item 7
below, each $1,000 principal amount of the Securities is convertible into [insert number of shares] shares of the Issuer’s
common stock, no par value (the “Common Stock”), subject to adjustment. 



7.     The Securities as to which you have delivered a
Fundamental Change Repurchase Notice to the Paying Agent may be converted if they are otherwise convertible pursuant to Article 10
of the Indenture and the terms of the Securities only if you withdraw such Fundamental Change Repurchase Notice pursuant to the
terms of the Indenture. You may be entitled to have your Securities converted into cash or a combination of cash and shares of the
Issuer’s common stock: 




E-1 










	 	(i)   during any fiscal quarter of the
Issuer commencing after December 31, 2005 (and only during such fiscal quarter), if the last reported sale price (as defined in
the Indenture) of the Issuer’s common stock for at least 20 trading days in the 30 trading-day period ending on the last
trading day of the preceding fiscal quarter was more than 130% of the conversion price (as defined in the Indenture) on such last
trading day; 






	 	(ii)   during the five business days
immediately after any five consecutive trading-day period in which the trading price (as defined in the Indenture) per $1,000
principal amount of the Securities for each day of that period was less than 98% of the product of the closing price of the Common
Stock and the conversion rate (as defined in the Indenture) of the Securities on each such day; provided, however, that you may
not convert the Securities in reliance on this provision after December 15, 2030 if on any trading day during such five
consecutive trading-day period the closing price of the Common Stock was between 100% and 130% of the conversion price of the
Securities; 






	 	(iii)   if the Issuer has called the
Securities for redemption; 






	 	(iv)   on or after December 15, 2034; or







	 	(v)   upon the occurrence of certain
specified corporate transactions described in the Indenture. 






8.     The Securities as to which you have delivered a
Fundamental Change Repurchase Notice must be surrendered by you (by effecting book entry transfer of the Securities or delivering
Certificated Securities, together with necessary endorsements, as the case may be) to [Name of Paying Agent] at [insert address]
in order for you to collect the Fundamental Change Repurchase Price. 



9.     The Fundamental Change Repurchase Price for the
Securities as to which you have delivered a Fundamental Change Repurchase Notice and not withdrawn such Notice shall be paid
promptly following the later of the Business Day immediately following such Fundamental Change Repurchase Date and the date you
deliver such Securities to [Name of Paying Agent]. 



10.     In order to have the Issuer repurchase your
Securities, you must deliver the Fundamental Change Repurchase Notice, duly completed by you with the information required by such
Fundamental Change Repurchase Notice (as specified in Section 3.08 of the Indenture) and deliver such Fundamental Change
Repurchase Notice to the Paying Agent at any time from 9:00 a.m. on the date of the occurrence of the Change of Control until 5:00
p.m. on the Fundamental Change Repurchase Date. 




E-2 










11.     In order to withdraw any Fundamental Change
Repurchase Notice previously delivered by you to the Paying Agent, you must deliver to the Paying Agent, by 5:00 p.m. on the
Fundamental Change Repurchase Date, a written notice of withdrawal specifying (i) the certificate number, if any, of the
Securities in respect of which such notice of withdrawal is being submitted, (ii) the principal amount of the Securities in
respect of which such notice of withdrawal is being submitted, and (iii) if you are not withdrawing your Fundamental Change
Repurchase Notice for all of your Securities, the principal amount of the Securities which still remain subject to the original
Fundamental Change Repurchase Notice. 



12.     Unless the Issuer defaults in making the payment
of the Fundamental Change Repurchase Price owed to you, Interest and Contingent Interest, if any, on your Securities as to which
you have delivered a Fundamental Change Repurchase Notice shall cease to accrue on and after the Fundamental Change Repurchase
Date. 



13.     Cusip Number:[        ] 



ST. JUDE MEDICAL, INC. 

























E-3 














SCHEDULE I  



The following table sets forth the
Stock Prices and the number of Additional Shares per $1,000 principal amount of
Securities.