Exhibit 4.5 to St. Jude Medical, Inc. Form 8-K dated  December 6, 2005







EXHIBIT 4.1
















ST. JUDE MEDICAL, INC.  

2.800% Convertible Senior Debentures Due 2035 





INDENTURE 

Dated as of December 12, 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	72 
	Section 10.06	Taxes on Shares Issued	74 
	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	79 
	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	80 
	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 Fundamental Change
	SCHEDULE I	Number of Additional Shares






iv 











        INDENTURE
dated as of December 12, 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 2.800% 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 6, 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 2.800% 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 6, 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)
	“Net Shares”	10.03(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







9 









	Terms:	Defined in

Section:
	“Repurchase Date”	3.07(a)
	“Repurchase Notice”	3.07(b)
	“Repurchase Price”	3.07(a)
	“successor Person”	5.01(a)
	“Twenty Day Average Closing Stock Price	10.03(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, 







11 













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, 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 $660 million 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
additional paying agents and one or more additional conversion agents. The term 








13 










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. (a) 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 6.18% 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 Repurchase Notice has been
               given may be converted if they are otherwise convertible pursuant to
Article 10                hereof only if the Fundamental Change













30 












	  	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.  







34  











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 







47  











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 sharesof 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 $120.00 or less than
$51.61 (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 19.3760 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 10.04 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, 15.5009 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  







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







63  












        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
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 










64  













	  	
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 (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, 







65  












	  	        (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 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 







66  












(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 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 







67  












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 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 







68  











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 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 







69  











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). 



        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 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 







70  











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 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 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. 







71  












        (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 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  







72  












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 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. 







73  










        (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.  



        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.  






74













        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 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.  






75












        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 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. 






76













        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 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. 





77













        (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:  



        if
to the Company: 



               	 	
                    St. Jude Medical, Inc. 
One Lillehei Plaza 
St. Paul, Minnesota 55117 
Attn: General
                    Counsel 
Facsimile: (651) 483-2000 


                    






78













        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 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:  






79












        (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 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. 





80













        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.  






81














        IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on
behalf of the respective parties hereto as of the date first above written. 




		 ST. JUDE MEDICAL, INC.




		By:	/s/ John C. Heinmiller
	 	 	

	 	 	Name:    John C. Heinmiller

                                                                       Title:     Executive Vice President 

                                                                                  and Chief Financial Officer


	






		  U.S. BANK NATIONAL ASSOCIATION, 

        as Trustee




		By:	/s/ Richard Prokosch
	 	 	

	 	 	Name:    Richard Prokosch

                                                                       Title:     Vice President

	






















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 12, 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 6.18%, 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.  



2.800% Convertible
Senior Debentures Due 2035 



CUSIP: 790849AB9 



ISSUE DATE: December 12,
2005   Principal Amount: $660,000,000
No. 



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



        Interest
Rate: 2.800% 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: December ___, 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: 	December ___, 2005
	








A-3












[FORM OF REVERSE OF
GLOBAL SECURITY] 



2.800% Convertible
Senior Debentures Due 2035 



        This
Security is one of a duly authorized issue of 2.800% 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 12,
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 2.800% 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 permitted by law, bear cash interest at the rate of 2.800% 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. 





A-4













     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 60 Livingston Avenue, St. Paul, MN 55107. 



        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. 






A-6












        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 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. 






A-7













        The
initial Conversion Rate is 15.5009 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 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. 






A-8













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 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. 






A-9












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” 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. 





A-10













     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 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 12, 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 6.18%, 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 6.18% 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. 






A-11












     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 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 DECREASES 
OF GLOBAL SECURITY 





	Initial Principal Amount of Global
Security: Six Hundred Sixty Million Dollars ($660,000,000). 
	

	Date	Amount of
Increase in
Principal 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-14 













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 12, 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 6.18%, 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.  



2.800% Convertible
Senior Debentures Due 2035 




CUSIP: 790849AB9

ISSUE DATE: December 12, 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: 2.800% 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 2.800%
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 12, 2005, between the Issuer and U.S. Bank National Association, its right to
redeem $[_________] of its 2.800% 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
2.800% 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 12, 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 of the Issuer 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 2.800%
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 12, 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: 



	  	        (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; 










E-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.  







     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. 


		Stock Price
  
	Effective Date	$51.61		$52.00		$54.00		$56.00		$58.00		$60.00		$64.51		$70.00		$75.00		$80.00		$85.00		$90.00		$100.00		$110.00		$120.00
		

	12-Dec-05	 	3.88	 	3.77	 	3.23	 	2.73	 	2.32	 	1.98	 	1.31	 	0.83	 	0.54	 	0.34	 	0.25	 	0.18	 	0.12	 	0.09	 	0.08	 
	15-Mar-06	 	3.80	 	3.68	 	3.11	 	2.58	 	2.11	 	1.76	 	1.06	 	0.59	 	0.33	 	0.18	 	0.12	 	0.07	 	0.05	 	0.04	 	0.04	 
	15-Jun-06	 	3.74	 	3.61	 	2.99	 	2.40	 	1.87	 	1.49	 	0.72	 	0.31	 	0.10	 	0.01	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 
	15-Sep-06	 	3.81	 	3.66	 	2.95	 	2.29	 	1.68	 	1.29	 	0.52	 	0.07	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 
	15-Dec-06	 	3.88	 	3.26	 	2.66	 	2.01	 	1.50	 	1.17	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 







         (1)       
          This Cross-Reference Table is not part of the Indenture.